Exhibit (h)(14)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and
Assumption") is dated as of January 1, 2001, by and among PFPC Inc. ("PFPC"),
The Northern Trust Company ("Northern"), Northern Institutional Funds (the
"Fund") and Northern Trust Investments, Inc. ("NTI").
RECITALS
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, PFPC, Northern and the Fund entered into a Co-Administration
Agreement dated October 5, 1999, as amended (the "Agreement") which appointed
PFPC and Northern as Co-Administrators with respect to each investment portfolio
listed in Schedule A of the Agreement (collectively the "Portfolios");
WHEREAS, as provided in Paragraph 4 below, NTI will become a
Co-Administrator for the Fund and Northern will cease being a Co-Administrator
for the Fund; and
WHEREAS, Northern wishes to assign to NTI, and NTI wishes to accept and
assume, all of Northern's rights and obligations under the Agreement; and
WHEREAS, PFPC and the Fund wish to consent to such assignment and
assumption.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Assignment by Northern. Northern hereby assigns all of its rights
and obligations under the Agreement to NTI, and NTI hereby accepts such
assignment. PFPC and the Fund hereby consent to such assignment. After the date
of this Assignment and Assumption, all references to The Northern Trust Company
in the Agreement shall be deemed to refer to NTI.
2. Assumption by NTI. NTI hereby assumes all the rights and obligations
of Northern under the Agreement, and Northern hereby accepts such assumption.
PFPC and the Fund hereby consent to such assumption. After the date of this
Assignment and Assumption, all references to The Northern Trust Company in the
Agreement shall be deemed to refer to NTI.
3. Representations. Northern hereby represents that (a) the management
personnel of Northern responsible for providing administrative services to the
Portfolios under the Agreement are employees of NTI where they will continue to
provide such services for the Portfolios, and (b) both Northern and NTI remain
wholly-owned direct or indirect subsidiaries of The Northern Trust Corporation.
Consequently, Northern believes that the proposed assignment and assumption does
not involve a change in actual control or actual management with respect to the
Co-Administrator or the Portfolios.
4. Effective Date. This Assignment and Assumption shall become
effective as of the date first stated above.
5. Ratification and Confirmation of the Agreement. The parties hereby
confirm and ratify the terms of the Agreement.
6. Counterparts. This Assignment and Assumption may be executed in two
or more counterparts, each of which shall be an original and all of which
together shall constitute one instrument.
7. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants,
indemnification obligations and conditions of the Agreement shall remain
unamended and shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement as of the date first written above.
THE NORTHERN TRUST COMPANY NORTHERN TRUST INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx, III By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxx, III Name: Xxxxx X. Xxxxxxxx
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Title: Vice President Title: Senior Vice President
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NORTHERN INSTITUTIONAL FUNDS PFPC INC.
By: /s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx
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Title: Vice President Title: Executive Vice President
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