EXHIBIT (D)(9)
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 Institutional 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 Focused Growth, Diversified Growth, Small Company Growth, Balanced, Mid Cap
Growth, Blue Chip 20, Short-Intermediate Bond, Intermediate Bond, Bond, U.S.
Government Securities, Government Select, Government, Diversified Assets, Tax-
Exempt and Municipal Portfolios (the "Portfolios") of Northern Institutional
Funds pursuant to an Investment Advisory Agreement between Northern and Northern
Institutional Funds dated March 31, 1998 (as subsequently amended) (the
"Investment Advisory Agreement"); and
WHEREAS, Northern and NTI desire to have NTI be the investment adviser with
respect to each Portfolio 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 Portfolios.
2. Northern hereby represents that (i) the management personnel of
Northern responsible for providing investment advisory services to the
Portfolios 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 Portfolios, 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 Portfolios.
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
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(Authorized Officer)
Attest: NORTHERN TRUST INVESTMENTS, INC.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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(Authorized Officer)
