AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Exhibit (h)(21)
AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Agreement (“Agreement”) dated as of the 4th day of November, 2011 by and between NORTHERN INSTITUTIONAL FUNDS (the “Trust”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and NORTHERN TRUST INVESTMENTS, INC. (“NTI”).
WHEREAS, NTI serves as administrator to the Equity Index Portfolio, International Equity Index Portfolio, Prime Obligations Portfolio and Small Company Index Portfolio (each a “Portfolio” and together the “Portfolios”) pursuant to an Administration Agreement (the “Administration Agreement”) between the Trust and NTI dated January 1, 2009, as amended.
WHEREAS, pursuant to the Administration Agreement, if in any fiscal year, the sum of a Portfolio’s expenses (including the fee payable pursuant to Section 6.3 of the Administration Agreement, but excluding the investment advisory fee and transfer agency fee payable to NTI pursuant to its agreements with the Trust, servicing fees, and extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolio’s proportionate share of the increase in compensation paid to each Trustee who is not an officer, director or employee of Northern Trust Corporation or its subsidiaries effective January 1, 2012, expenses related to third-party consultants engaged by the Board of Trustees of the Trust and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) (the “Portfolio Expenses”) exceeds on an annualized basis 0.10% of a Portfolio’s average net assets (0.25% for the International Equity Index Portfolio) for such fiscal year, NTI will reimburse each Portfolio for the amount of such excess.
WHEREAS, the Portfolios’ total net operating expenses will decrease beginning January 1, 2012, and the parties desire that the existing expense reimbursement remain in effect until December 31, 2011, and that new reimbursements will take effect on January 1, 2012 to be effective for one year.
WHEREAS, the parties to this Agreement wish to provide for an undertaking by NTI to further reimburse the Portfolio Expenses of each Portfolio.
NOW THEREFORE, in consideration of the foregoing, the parties intending to be legally bound hereby, agree as follows:
1. NTI shall, from the date of this Agreement to December 31, 2011, reimburse a portion of the Portfolio Expenses so that after such reimbursement the Portfolio Expenses of the Portfolios shall not exceed the amounts set forth in Column A of Exhibit A.
2. NTI shall, from January 1, 2012 until December 31, 2012, reimburse a portion of the Portfolio Expenses so that after such reimbursement, the Portfolio Expenses of the Portfolios shall not exceed the amounts set forth on Column B of Exhibit A.
3. The termination date of this Agreement is January 1, 2013 (the “Initial Term”). This Agreement shall continue automatically for periods of one year (each such one year period, a “Renewal Year”). This Agreement may be terminated, as to any succeeding Renewal Year, by either party upon 60 days’ written notice prior to the end of the current Initial Term or then current Renewal Year.
4. Notwithstanding any termination of the above-referenced Administration Agreement, the obligation to reimburse Portfolio Expenses contained in the Administration Agreement shall terminate no earlier than April 1, 2012, and shall automatically continue for a Renewal Year subject to the same terms and conditions as paragraph 2 of this Agreement, provided that NTI or an affiliate is still the administrator to the Trust.
5. NTI acknowledges and agrees that it shall not be entitled to collect on or make a claim for reimbursed expenses that are the subject of this Agreement at any time in the future.
6. This Agreement may be terminated or modified by the Trust’s Board of Trustees, with respect to any Portfolio, at any time if it determines that such termination or modification is in the best interest of the Portfolio and its shareholders.
7. This Agreement shall be governed by and construed under the laws of the State of Illinois, without regard to its conflict of law provisions. This Agreement may be signed in counterparts.
8. This Agreement supersedes prior amendments with respect to the subject, including Amendment No. 1 to the Amended and Restated Expense Reimbursement 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.
| NORTHERN INSTITUTIONAL FUNDS | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | President | |
| NORTHERN TRUST INVESTMENTS, INC. | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxx | |
| Title: | Senior Vice President | |
Exhibit A
The Northern Institutional Funds
| Column A | Column B | |||
| Name of Portfolio | Portfolio Expenses After Reimbursement through 12/31/2011 |
Portfolio Expenses After Reimbursement, | ||
| International Equity Index Portfolio |
0.15% | 0.00% | ||
| Equity Index Portfolio |
0.09% | 0.00% | ||
| Prime Obligations Portfolio |
0.05% | 0.05% | ||
| Small Company Index Portfolio |
— | 0.00% |
