ASSUMPTION AGREEMENT
AGREEMENT made as of January 1, 2001 between THE NORTHERN TRUST
COMPANY, an Illinois state bank ("Northern"), and NORTHERN TRUST INVESTMENTS,
INC. ("NTI"), a wholly-owned, indirect subsidiary of THE NORTHERN TRUST
CORPORATION.
WHEREAS, Northern Funds is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, Northern has been previously appointed as investment
adviser to the Income Equity, Growth Equity, Select Equity, Mid Cap Growth,
Small Cap Growth, International Growth Equity, International Select Equity,
Technology, Blue Chip 20, Global Communications, Growth Opportunities,
Short-Intermediate U.S. Government, U.S. Government, Intermediate Tax-Exempt,
California Intermediate Tax-Exempt, Florida Intermediate Tax-Exempt, Fixed
Income, Tax-Exempt, Arizona Tax-Exempt, California Tax-Exempt, Global Fixed
Income, High Yield Municipal, High Yield Fixed Income, Money Market, U.S.
Government Money Market, U.S. Government Select Money Market, Municipal Money
Market, Tax-Exempt Money Market and California Municipal Money Market Funds
(the "Funds") of Northern Funds pursuant to an Investment Advisory and
Ancillary Services Agreement between Northern and Northern Funds dated July
31, 2000 (as subsequently amended) (the "Investment Advisory Agreement"); and
WHEREAS, Northern and NTI desire to have NTI be the investment
adviser with respect to each Fund pursuant to the Investment Advisory
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. NTI hereby assumes all rights and obligations of Northern
under the Investment Advisory Agreement with respect to the Funds.
2. Northern hereby represents that (i) the management personnel
of Northern responsible for providing investment advisory services to the
Funds under the Investment Advisory Agreement, including the portfolio
managers and the supervisory personnel, are employees or associated persons
of NTI where they will continue to provide such services for the Funds, and
(ii) both Northern and NTI remain wholly-owned direct or indirect
subsidiaries of The Northern Trust Corporation. Consequently, Northern
believes that the assumption does not involve a change in actual control or
actual management with respect to the investment adviser or the Funds.
3. Both parties hereby agree that this Assumption Agreement shall
be attached to and made a part of the Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
Attest: THE NORTHERN TRUST COMPANY
/s/ Xxxxx Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxx
------------------ ---------------------
(Authorized Officer)
Attest: NORTHERN TRUST INVESTMENTS, INC.
/s/ Xxxxx Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------ ---------------------
(Authorized Officer)
