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EXHIBIT 5(g)
ASSUMPTION AGREEMENT
AGREEMENT made as of April 1, 1998 between THE NORTHERN TRUST
COMPANY, an Illinois state bank ("Northern"), and NORTHERN TRUST QUANTITATIVE
ADVISORS, INC. ("NTQA"), 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 Small Cap, Small Cap Index and Stock Index Funds (the "Funds") of
Northern Funds pursuant to an Investment Advisory and Ancillary Services
Agreement between Northern and Northern Funds dated April 1, 1994 (as
subsequently amended) (the "Investment Advisory Agreement"); and
WHEREAS, Northern and NTQA desire to have NTQA 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. NTQA 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 of NTQA where they will
continue to provide such services for the Funds, and (ii) both Northern and NTQA
remain wholly-owned subsidiaries of The Northern Trust Corporation.
Consequently, Northern believes that the proposed 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.
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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
By /s/ Xxxxxx X. Xxxxxxx
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(Authorized Officer)
Attest: NORTHERN TRUST QUANTITATIVE ADVISORS, INC.
By /s/ Xxxx X. Xxxxxxx
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(Authorized Officer)
