Exhibit (d)(12)
ASSUMPTION AGREEMENT
AGREEMENT made as of May 2, 2001 among The Northern Trust Company, an Illinois
state bank ("Northern"), Northern Trust Investments, Inc. ("NTI") and Northern
Trust Global Investments (Europe) Limited ("NTGIE"), each a wholly-owned direct
or indirect subsidiary of 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 Global Fixed Income, International Growth Equity and International Select
Equity Funds (each a "Fund") of Northern Funds pursuant to an Investment
Advisory Agreement between Northern and Northern Funds dated July 31, 2000 (the
"Investment Advisory Agreement"); and
WHEREAS, Northern, NTI and NTGIE desire to have NTI and NTGIE be the
co-investment advisers 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 and NTGIE hereby assume all rights and obligations of Northern
under the Investment Advisory Agreement with respect to the Funds.
2. Northern, NTI and NTGIE hereby represent 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 or NTGIE where they will continue to provide such services for the Funds,
and (ii) Northern, NTI and NTGIE remain wholly-owned direct or indirect
subsidiaries of Northern Trust Corporation. Consequently, Northern, NTI and
NTGIE believe that the assumption does not involve a change in actual control or
actual management with respect to the investment adviser or the Funds.
3. The 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: /s/ Xxxxx X. Xxxxxx THE NORTHERN TRUST COMPANY
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By /s/ Xxxxx X. Xxxxxxxx
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(Authorized Officer)
Attest: /s/ Xxxxx X. Xxxxxx NORTHERN TRUST INVESTMENTS, INC.
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By /s/Xxxx Xxxxxxxxxx
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(Authorized Officer)
Attest: {signature illegible} NORTHERN TRUST GLOBAL INVESTMENTS
(EUROPE) LIMITED
By /s/Xxxxx X. Xxxxxxxx
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(Authorized Officer)
