EXHIBIT (d)(17)
FORM OF
ASSUMPTION AGREEMENT
AGREEMENT made as of __________, 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: THE NORTHERN TRUST COMPANY
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By
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(Authorized Officer)
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Attest: NORTHERN TRUST INVESTMENTS, INC.
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By
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(Authorized Officer)
Attest: NORTHERN TRUST GLOBAL INVESTMENTS
---------------------- (EUROPE) LIMITED
By
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(Authorized Officer)
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