Exhibit (d)(9)
NORTHERN INSTITUTIONAL FUNDS
ADDENDUM NO. 7 TO THE INVESTMENT ADVISORY AGREEMENT
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 Xx. 0, Xx. 0, Xx. 0, Xx. 0, Xx. 0 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 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 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 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 .___ of 1% of the Small Company
Growth Portfolio's average net assets, .___ of 1% of the
Municipal Portfolio's average net assets, .___ of 1% of the
Mid Cap Growth Portfolio's average net assets and .___ 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
"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 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
Addendum as of the day and year first above written.
NORTHERN INSTITUTIONAL FUNDS
Attest:________________ By:___________________________
Name:_________________________
Title:________________________
THE NORTHERN TRUST COMPANY
Attest:________________ By:___________________________
Name:_________________________
Title:________________________
