NORTHERN INSTITUTIONAL FUNDS
ADDENDUM NO. 7 TO THE INVESTMENT ADVISORY AGREEMENT
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This Addendum, dated as of the 5th day of October, 1999, is entered into
between NORTHERN INSTITUTIONAL FUNDS (the "Trust"), a Delaware business trust,
and THE NORTHERN TRUST COMPANY (the "Adviser"), an Illinois state bank.
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement as amended by Addenda ▇▇. ▇, ▇▇. ▇, ▇▇. ▇, ▇▇. ▇, ▇▇. ▇ and No. 6 (the
"Advisory Agreement"), pursuant to which the Trust appointed the Adviser to act
as Adviser to the Trust for the Diversified Assets Portfolio, Government
Portfolio, Government Select Portfolio, Tax-Exempt Portfolio, U.S. Treasury
Index Portfolio, U.S. Government Securities Portfolio, Short-Intermediate Bond
Portfolio, Bond Portfolio, Intermediate Bond Portfolio, Equity Index Portfolio,
Small Company Index Portfolio, Diversified Growth Portfolio, Focused Growth
Portfolio, Balanced Portfolio, International Growth Portfolio, International
Bond Portfolio and International Equity Index Portfolio;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event
the Trust establishes one or more additional investment portfolios with respect
to which it desires to retain the Adviser to act as Adviser under the Advisory
Agreement, the Trust shall so notify the Adviser in writing and if the Adviser
is willing to render such services it shall notify the Trust in writing, and the
compensation to be paid to the Adviser shall be that which is agreed to in
writing by the Trust and the Adviser; and
WHEREAS, pursuant to Section l(b) of the Advisory Agreement, the Trust has
notified the Adviser that it is establishing the Small Company Growth Portfolio,
the Municipal Portfolio, the Mid Cap Growth Portfolio and the MarketPower
Portfolio (the "Portfolios"), and that it desires to retain the Adviser to act
as the Adviser therefor, and the Adviser has notified the Trust that it is
willing to serve as Adviser for the Portfolios;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as Adviser
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to the Trust for the Portfolios for the period and on the terms set
forth in the Advisory Agreement. The Adviser hereby accepts such
appointment and agrees to render the services set forth in the
Advisory Agreement for the compensation herein provided.
2. Duties. The Adviser shall perform the following duties with respect
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to the common and preferred stocks of the Portfolios in lieu of
clauses (ii) and (iii) of paragraph 3(a) of the Advisory Agreement:
(a) The Adviser shall place orders pursuant to its determination
either directly with the issuer or with any broker and/or dealer or
other persons who deal in the securities in which the Portfolio in
question is trading. In executing portfolio transactions and selecting
brokers or dealers, the Adviser shall use its best judgment to obtain
the best overall terms available. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors
it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available and
in selecting the broker or dealer to execute a particular transaction,
the Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to any Portfolio and/or other accounts over
which the Adviser and/or an affiliate of the Adviser exercises
investment discretion;
(b) The Adviser may, on occasions when it deems the purchase or
sale of a security to be in the best interests of a Portfolio as well
as other fiduciary or agency accounts managed by the Adviser,
aggregate, to the extent permitted by applicable laws and regulations,
the securities to be sold or purchased in order to obtain best overall
terms available execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to
be most equitable and consistent with its fiduciary obligations to
such Portfolio and to such other accounts.
3. Compensation. For the services provided and the expenses assumed
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pursuant to the Advisory Agreement, the Trust will pay the Adviser,
and the Adviser will accept as full compensation therefor from the
Trust, a fee at an annual rate of 1.10 of 1% of the Small Company
Growth Portfolio's average net assets, 0.25 of 1% of the Municipal
Portfolio's average net assets, 1.10 of 1% of the Mid Cap Growth
Portfolio's average net assets and 1.10 of 1% of the MarketPower
Portfolio's average net assets. The fee will be computed based on net
assets on each day and will be paid to the Adviser monthly. Such fee
as is attributable to each Portfolio shall be a separate charge to
such Portfolio and shall be the several (and not joint or joint and
several) obligation of each such Portfolio.
4. Capitalized Terms. From and after the date hereof, the term
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"Portfolios" as used in the Advisory Agreement shall be deemed to
include the Small Company Growth Portfolio, the Municipal Portfolio,
the Mid Cap Growth Portfolio and the MarketPower Portfolio.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Advisory Agreement.
5. Miscellaneous. Except to the extent supplemented hereby, the Advisory
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Agreement shall remain unchanged and in full force and effect, and is
hereby ratified and confirmed in all respects as supplemented hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
day and year first above written.
NORTHERN INSTITUTIONAL FUNDS
Attest:________________ By: /s/ Jylanne ▇. ▇▇▇▇▇
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Name: Jylanne ▇. ▇▇▇▇▇
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Title: President
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THE NORTHERN TRUST COMPANY
Attest:________________ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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