EX-99. 77Q1(e): Copies of any new or amended Registrant investment advisory
contracts
Amended and Restated Investment Advisory Agreement dated January 29, 2008
between Northern Institutional Funds, Northern Trust Global Investments Ltd. (on
behalf of the International Growth Portfolio) and Northern Trust Investments,
N.A. is hereby incorporated by reference to Exhibit (d)(12) to Post-Effective
Amendment No. 59 filed on March 14, 2008 (Accession No. 0001193125-08-057595).
Amended and Restated Investment Advisory Agreement dated January 29, 2008
between Northern Institutional Funds and Northern Trust Investments, N.A. is
hereby incorporated by reference to Exhibit (d)(16) to Amendment No. 69 filed on
March 31, 2008 (Accession No. 0001193125-08-071315).
Fee Reduction Commitment dated February 15, 2008 by Northern Trust Investments,
N.A. is hereby incorporated by reference to Exhibit (d)(19) to Post-Effective
Amendment No. 59 filed on March 14, 2008 (Accession No. 0001193125-08-057595).
NORTHERN INSTITUTIONAL FUNDS
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of the 9th day of May, 2008, is entered into
between NORTHERN INSTITUTIONAL FUNDS (the "Trust"), a Delaware business trust,
NORTHERN TRUST INVESTMENTS, N.A. ("NTI") and NORTHERN TRUST GLOBAL INVESTMENTS
LTD. ("NTGIL").
WHEREAS, the Trust and NTI and NTGIL (with respect to the International
Growth Portfolio only) have entered into an Amended and Restated Investment
Advisory Agreement (the "Advisory Agreement") dated January 29, 2008, by and
between NTI and NTGIL pursuant to which the Trust appointed NTI 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 Bond Portfolio, Bond
Portfolio, Intermediate Bond Portfolio, Equity Index Portfolio, Small Company
Index Portfolio, Diversified Growth Portfolio, Focused Growth Portfolio, Global
Tactical Asset Allocation Portfolio (formerly, the Balanced Portfolio),
International Equity Index Portfolio, Small Company Growth Portfolio, Municipal
Portfolio, Mid Cap Growth Portfolio, Core Bond Portfolio and Prime Obligations
Portfolio and NTGIL has been appointed to act as adviser to the Trust for the
International Growth 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 NTI to act as adviser under the Advisory
Agreement, the Trust shall so notify NTI in writing and if NTI is willing to
render such services it shall notify the Trust in writing, and the compensation
to be paid to NTI shall be that which is agreed to in writing by the Trust and
NTI; and
WHEREAS, pursuant to Section l(b) of the Advisory Agreement, the Trust has
notified NTI that it is establishing the Large Cap Index Portfolio (the
"Portfolio"), and that it desires to retain NTI to act as the adviser therefore,
and NTI has notified the Trust that it is willing to serve as adviser for the
Portfolio;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Appointment. The Trust hereby appoints NTI to act as adviser to the
Trust for the Portfolio for the period and on the terms set forth in
the Advisory Agreement. NTI hereby accepts such appointment and
agrees to render the services set forth in the Advisory Agreement
for the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
pursuant to the Advisory Agreement, the Trust will pay NTI, and NTI
will accept as full compensation therefore from the Trust, a fee at
an annual rate of .10 of 1% of the Portfolio's average net assets.
The fee will be computed based on net assets on each day and will be
paid to NTI monthly.
3. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Advisory Agreement shall be deemed to
include the Large Cap Index Portfolio. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them
in the Advisory Agreement.
4. Miscellaneous. Except to the extent supplemented hereby, the
Advisory Agreement shall remain unchanged and in full force and
effect, and is hereby ratified and confirmed in all respects as
supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.
NORTHERN INSTITUTIONAL FUNDS
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
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NORTHERN TRUST INVESTMENTS, N.A.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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