EXHIBIT (h)(20)
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 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 July 31, 2000, 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 3 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.
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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 FUNDS PFPC INC.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx
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Title: Vice President Title: Executive Vice President
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