EX-99. 77Q1(e): Copies of any new or amended Registrant investment advisory
contracts
NORTHERN INSTITUTIONAL FUNDS
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of the 24th day of September, 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, as amended
by Amendment No. 1 dated May 9, 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,
Prime Obligations Portfolio and Large Cap Index 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 Treasury 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 Treasury 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/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
---------------------- ----------------------
Name: Xxxxx X. Xxxxxxxx
-----------------
Title: President
------------------------
NORTHERN TRUST INVESTMENTS, N.A.
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
---------------------- -------------------
Name: Xxxx Xxxxxxxxxx
---------------
Title: Senior Vice President
---------------------
