Exhibit (g)(12)
NORTHERN INSTITUTIONAL FUNDS
ADDENDUM No. 11 TO THE CUSTODIAN AGREEMENT
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This Addendum No. 11, dated as of the 30th day of October 2001, is entered
into between THE NORTHERN INSTITUTIONAL FUNDS (the "Trust"), a Delaware business
trust, and THE NORTHERN TRUST COMPANY, an Illinois state bank ("Northern").
WHEREAS, the Trust and Northern have entered into a Custodian Agreement
(the "Agreement") dated June 8, 1992, as amended by Addendum No. 1 dated January
8, 1993, Addendum No. 2 dated July 1, 1993, Addendum No. 3 dated October 8,
1996, Addendum No. 4 dated April 22, 1997, Addendum No. 5 dated December 1,
1997, Addendum No. 6 dated January 27, 1998, Addendum No. 7 dated March 31,
1998, Addendum No. 8 dated October 5, 1999, Addendum No. 9 dated March 1, 2001
and Xxxxxxxx Xx. 00 dated July 31, 2001, pursuant to which the Trust has
appointed Northern to act as custodian to the Trust for its Diversified Assets
Portfolio, Government Portfolio, Government Select Portfolio, Tax-Exempt
Portfolio, Equity Index Portfolio, Small Company Index Portfolio, Diversified
Growth Portfolio, Focused Growth Portfolio, U.S. Treasury Index Portfolio, U.S.
Government Securities Portfolio, Short-Intermediate Bond Portfolio, Bond
Portfolio, Balanced Portfolio, Intermediate Bond Portfolio, Small Company Growth
Portfolio, Municipal Portfolio, Mid Cap Growth Portfolio, Core Bond Portfolio
and Liquid Assets Portfolio (collectively, the "Portfolios"); and
WHEREAS, the Trust and Northern desire to change the choice of law
provision in Section 16 of the Agreement and the provision regarding cash
balance compensation;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Amendment. The last sentence of Section 16 of the Agreement is hereby
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amended and restated as follows:
This Agreement shall be construed in accordance with the laws of
the State of Illinois (except as to Section 17 hereof which shall
be construed in accordance with the laws of the State of
Delaware) and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
2. Amendment Regarding Cash Balance Compensation. The provision in the
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Agreement entitled "Cash Balance Compensation" is hereby amended and
restated as follows:
Northern shall compensate each portfolio for uninvested U.S.
dollar cash balances ("Cash Balances") maintained with Northern
at the end of each day in accordance with this paragraph ("Cash
Balance Compensation"). Cash Balance Compensation with respect to
each Portfolio's uninvested Cash Balance shall be determined at
the end of each day based on an annual rate equal to 96% of the
previous calendar month's average 90-day Treasury xxxx interest
rate. The amount of each Portfolio's accumulated Cash Balance
Compensation shall be paid monthly in the form of reductions to
the custody fees otherwise allocable to the Portfolio under the
Agreement for such month. In the event that a Portfolio's Cash
Balance Compensation for any month exceeds the custody fees
payable by the Portfolio under the Agreement for such month, the
Portfolio's excess Cash Balance Compensation may be carried
forward and credited against future custody fees, provided that
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no excess Cash Balance Compensation may be carried forward beyond
the end of any fiscal year.
3. Miscellaneous. Except to the extent amended hereby, the Agreement
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shall remain unchanged and in full force and effect, and is hereby
ratified and confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
day and year first above written.
NORTHERN INSTITUTIONAL FUNDS
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx III
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Name: Xxxxxxx X. Xxxxxx III
Title: Vice President
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