Filed by the Registrant
X
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Shareholder Proposals
The Trust is not required, nor does it intend, to hold annual meetings of shareholders each year for the election of Trustees and other
business. Instead, meetings will be held only when and if required (for example,
- 26 -
whenever less than a majority of the Board holding office has been elected by the shareholders or when the Trustees have received a written request to call a meeting for the purpose of voting on
the question of the removal of any Trustee from the holders of record of at least 10% of the outstanding shares). Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders of their Portfolio must submit
the proposal in writing so that it is received by the appropriate Portfolio within a reasonable time before any meeting. These proposals should be sent to the Trust at its address stated below under Information About the Trust.
Information About the Distributor, Administrator and Sub-Administrator
Northern Funds Distributors, LLC, with principal offices at Three Canal Plaza, Suite 100, Portland, Maine, 04101, serves as the
Funds distributor.
NTI, located at 50 South LaSalle Street, Chicago, Illinois 60603, acts as administrator for the
Portfolios. TNTC acts as sub-administrator of the Trust.
Information About the Trust
The Trust currently has its principal office at 50 South LaSalle Street, Chicago, Illinois 60603.
* * *
Even if you expect to attend the Meeting in person, please promptly follow the enclosed directions to submit voting instructions by
telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card that you receive, and if received by mail, returning it in the accompanying postage paid return envelope.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
March 21, 2014
- 27 -
APPENDIX A
OUTSTANDING SHARES
NORTHERN INSTITUTIONAL FUNDS
As of February 24, 2014, each Northern Institutional
Fund had the following number of shares outstanding:
|
|
|
|
|
Fund Name
|
|
Outstanding
Shares
|
|
DIVERSIFIED ASSETS PORTFOLIO Service Shares
|
|
|
6,487,571.519
|
|
DIVERSIFIED ASSETS PORTFOLIO Shares
|
|
|
10,693,106,659.350
|
|
Liquid Assets Portfolio
|
|
|
1,922,851,275.270
|
|
MUNICIPAL PORTFOLIO Service Shares
|
|
|
38,699,503.590
|
|
MUNICIPAL PORTFOLIO Shares
|
|
|
4,825,829,077.911
|
|
PRIME OBLIGATIONS PORTFOLIO GFS Shares
|
|
|
278,386,884.930
|
|
PRIME OBLIGATIONS PORTFOLIO Service Shares
|
|
|
34,220,994.180
|
|
PRIME OBLIGATIONS PORTFOLIO Shares
|
|
|
2,880,127,542.287
|
|
TAX-EXEMPT PORTFOLIO Service Shares
|
|
|
413,550.400
|
|
TAX-EXEMPT PORTFOLIO Shares
|
|
|
1,240,654,261.910
|
|
TREASURY PORTFOLIO Shares
|
|
|
12,511,810,449.600
|
|
U.S. GOVERNMENT PORTFOLIO Service Shares
|
|
|
23,416,774.970
|
|
U.S. GOVERNMENT PORTFOLIO Shares
|
|
|
7,049,257,183.140
|
|
U.S. GOVERNMENT SELECT PORTFOLIO Service Shares
|
|
|
137,626,826.440
|
|
U.S. GOVERNMENT SELECT PORTFOLIO Shares
|
|
|
17,579,350,097.640
|
|
A-1
APPENDIX B
5% SHARE OWNERSHIP
In addition, as of February 24, 2014, the following persons or entities, with an address of 50 South LaSalle Street, Chicago, IL 60603, owned beneficially more than 5% of the outstanding shares of
the following Portfolios:
NORTHERN INSTITUTIONAL FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
DIVERSIFIED ASSETS Service Class
|
|
FIRSTMERIT BANK
ATTN: GARY TOTH
16TH FLOOR
106 S. MAIN ST
AKRON, OH 44308
|
|
|
2,315,939.600
|
|
|
|
35.70
|
%
|
DIVERSIFIED ASSETS Service Class
|
|
MIDWEST TRUST COMPANY
SUITE 100
5901 COLLEGE AVE
OVERLAND PARK, KS 66211
|
|
|
766,185.630
|
|
|
|
11.81
|
%
|
DIVERSIFIED ASSETS Service Class
|
|
FIRST INTERSTATE WEALTH MGMT
401 N 31ST ST 3RD FLOOR
BILLINGS, MT 59101
|
|
|
1,672,313.000
|
|
|
|
25.78
|
%
|
DIVERSIFIED ASSETS Service Class
|
|
BANKPLUS
1018 HIGHLAND COLONY
PARKWAY
SUITE 600
RIDGELAND, MS 39157
|
|
|
872,773.710
|
|
|
|
13.45
|
%
|
DIVERSIFIED ASSETS Service Class
|
|
FRONTIER TRUST COMPANY FBO
PO BOX 10758
FARGO, ND 58106
|
|
|
787,839.449
|
|
|
|
12.14
|
%
|
TAX EXEMPT Service Class
|
|
USF AFFILIATE SERVICES, INC.
ATTN: ROBIN HANSON
SUITE 500
801 WARRENVILLE ROAD
LISLE, IL 60532
|
|
|
244,572.210
|
|
|
|
59.14
|
%
|
TAX EXEMPT Service Class
|
|
BANKERS TRUST COMPANY
ATTN: TRUST OPERATIONS
453 7TH ST
DES MOINES, IA 50309
|
|
|
112,298.230
|
|
|
|
27.15
|
%
|
TAX EXEMPT Service Class
|
|
MB FINANCIAL BANK TRUST
6111 NORTH RIVER RD 8TH FLOOR
ROSEMONT, IL 60018
|
|
|
46,591.230
|
|
|
|
11.27
|
%
|
B-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
U.S. GOVERNMENT PORTFOLIO Service Class
|
|
MIDWEST TRUST COMPANY
SUITE 100
5901 COLLEGE AVE
OVERLAND PARK, KS 66211
|
|
|
12,315,306.520
|
|
|
|
52.59
|
%
|
U.S. GOVERNMENT PORTFOLIO Service Class
|
|
BANKERS TRUST COMPANY
ATTN: TRUST OPERATIONS
453 7TH ST
DES MOINES, IA 50309
|
|
|
1,911,726.370
|
|
|
|
8.16
|
%
|
U.S. GOVERNMENT PORTFOLIO Service Class
|
|
BANKPLUS
1018 HIGHLAND COLONY
PARKWAY
SUITE 600
RIDGELAND, MS 39157
|
|
|
7,677,312.200
|
|
|
|
32.79
|
%
|
U.S. GOVERNMENT PORTFOLIO Service Class
|
|
FIRST INTERSTATE WEALTH
MANAGEMENT
401 N 31ST ST 3RD FLOOR
BILLINGS, MT 59101
|
|
|
1,467,563.820
|
|
|
|
6.27
|
%
|
U.S. GOVERNMENT SELECT Service Class
|
|
THE OLD SECOND NATIONAL BANK OF AURORA
ATTN: ANNETTE SCHOLES TRUST DEPT
37 SOUTH RIVER
STREET
AURORA, IL 60506
|
|
|
39,623,261.140
|
|
|
|
28.79
|
%
|
U.S. GOVERNMENT SELECT Service Class
|
|
SIMMONS FIRST TRUST
ATTN: TERESA NORFUL
501 MAIN ST
PINE BLUFF, AR 71611
|
|
|
30,958,785.510
|
|
|
|
22.49
|
%
|
U.S. GOVERNMENT SELECT Service Class
|
|
MIDWEST TRUST COMPANY
SUITE 100
5901 COLLEGE AVE
OVERLAND PARK, KS 66211
|
|
|
20,754,604.070
|
|
|
|
15.08
|
%
|
U.S. GOVERNMENT SELECT Service Class
|
|
CHITTENDEN TRUST
P.O. BOX 820
BURLINGTON, VT 05402
|
|
|
7,273,833.400
|
|
|
|
5.29
|
%
|
U.S. GOVERNMENT SELECT Service Class
|
|
HEARTLAND BANK AND TRUST
COMPANY
200 W COLLEGE AVE
NORMAL, IL 61761
|
|
|
32,669,308.380
|
|
|
|
23.74
|
%
|
B-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
MUNICIPAL Service Class
|
|
THE OLD SECOND NATIONAL BANK OF AURORA
ATTN: ANNETTE SCHOLES TRUST DEPT
37 SOUTH RIVER STREET
AURORA, IL
60506
|
|
|
9,353,568.430
|
|
|
|
24.17
|
%
|
MUNICIPAL Service Class
|
|
STEPHENSON NATIONAL BANK & TRUST
TRUST DEPT ATTN KADIE TRUITT
P.O. BOX 137
MARINETTE, WI 54143
|
|
|
4,935,777.720
|
|
|
|
12.75
|
%
|
MUNICIPAL Service Class
|
|
SOY NATIONAL BANK
ATTN: BILL WELCH
455 NORTH MAIN ST
DECATUR, IL 62523
|
|
|
6,090,506.330
|
|
|
|
15.74
|
%
|
MUNICIPAL Service Class
|
|
CHITTENDEN TRUST COMPANY C/O MIKE GAUDING
TWO BURLINGTON SQUARE
BURLINGTON, VT 05402-0820
|
|
|
6,357,026.290
|
|
|
|
16.43
|
%
|
MUNICIPAL Service Class
|
|
HEARTLAND BANK AND TRUST
COMPANY
200 W COLLEGE AVE
NORMAL, IL 61761
|
|
|
5,483,167.000
|
|
|
|
14.17
|
%
|
MUNICIPAL Service Class
|
|
MOCE & CO
1515 CHARLESTON AVENUE
MATTOON, IL 61938
|
|
|
3,236,494.640
|
|
|
|
8.36
|
%
|
TAX EXEMPT Shares
|
|
GREAT PLAINS TRUST COMPANY
ATTN: LAURIE MARCHIO, STE 101
7700 SHAWNEE MISSION PKWY
OVERLAND PARK, KS 66202
|
|
|
97,217,717.560
|
|
|
|
7.84
|
%
|
TAX EXEMPT Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
102,583,111.400
|
|
|
|
8.27
|
%
|
TAX EXEMPT Shares
|
|
NORTHERN SHORT-INT
TX-EXMPT FD
ISS/550G/NTQA
SUITE 501
2099 GAITHER ROAD
ROCKVILLE, MD 20850
|
|
|
128,170,635.700
|
|
|
|
10.33
|
%
|
TAX EXEMPT Shares
|
|
NORTHERN INTER. TAX-EXEMPT
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
315,809,055.200
|
|
|
|
25.46
|
%
|
B-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
U.S. GOVERNMENT Shares
|
|
NWU CASH ACCOUNT
NORTHWESTERN UNIVERSITY
ATTN: CHRIS WEBER
633 CLARK ST.
EVANSTON, IL 60208-0001
|
|
|
398,900,399.400
|
|
|
|
5.66
|
%
|
U.S. GOVERNMENT Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
517,017,849.100
|
|
|
|
7.33
|
%
|
U.S. GOVERNMENT SELECT Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
1,481,760,808.000
|
|
|
|
8.43
|
%
|
MUNICIPAL Shares
|
|
SENTINEL TRUST
ATTN: BETH CHELTON
SUITE 1210
2001 KIRBY DRIVE
HOUSTON, TX 77019
|
|
|
251,943,072.420
|
|
|
|
5.22
|
%
|
MUNICIPAL Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
361,154,868.700
|
|
|
|
7.48
|
%
|
LIQUID ASSETS
|
|
MICHELIN N. AMER. USD CASH
ONE PARKWAY SOUTH
GREENVILLE, SC 29615
|
|
|
161,767,458.800
|
|
|
|
8.41
|
%
|
LIQUID ASSETS
|
|
MEDAMERICA INS. CO.
AMY FERREBY
165 COURT ST.
ROCHESTER, NY 14647
|
|
|
184,235,523.200
|
|
|
|
9.58
|
%
|
LIQUID ASSETS
|
|
GUIDESTONE MED DURATION BOND
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
119,477,680.700
|
|
|
|
6.21
|
%
|
LIQUID ASSETS
|
|
GUIDESTONE LOW DURATION
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
127,941,054.000
|
|
|
|
6.65
|
%
|
LIQUID ASSETS
|
|
GUIDESTONE INTL EQUITY SELECT
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
109,045,055.200
|
|
|
|
5.67
|
%
|
B-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
LIQUID ASSETS
|
|
GUIDESTONE SMALL CAP SELECT
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
159,827,730.200
|
|
|
|
8.31
|
%
|
LIQUID ASSETS
|
|
GUIDESTONE GROWTH
EQUITY SEL
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
156,200,218.700
|
|
|
|
8.12
|
%
|
LIQUID ASSETS
|
|
GUIDESTONE VALUE
EQUITY FUND
ATTN: MS. MELISSA RILEY
2401 CEDAR SPRINGS ROAD
DALLAS, TX 75201
|
|
|
124,649,159.500
|
|
|
|
6.48
|
%
|
PRIME OBLIGATIONS Shares
|
|
MERCK & CO INC
ONE MERCK DRIVE
WHITEHOUSE STATION, NJ 08889
|
|
|
399,062,672.310
|
|
|
|
13.73
|
%
|
PRIME OBLIGATIONS Shares
|
|
GLASS, LEWIS & CO. AJ8
PVA-WORLD ASSET
MANAGEMENT/WAM1110
SUITE 3300
ONE SANSOME ST
SAN FRANCISCO, CA 94104
|
|
|
211,000,000.230
|
|
|
|
7.26
|
%
|
PRIME OBLIGATIONS Shares
|
|
PRICEWATERHOUSE COOPERS, LLP ATTN: DENISE M. FLEMING
RM 4N-113
1301 6TH AVENUE
NEW YORK, NY 10019
|
|
|
622,659,070.400
|
|
|
|
21.43
|
%
|
PRIME OBLIGATIONS Service Class
|
|
THE OLD SECOND NATIONAL
BANK OF AURORA
ATTN: ANNETTE SCHOLES TRUST DEPT
37 SOUTH RIVER STREET
AURORA, IL 60506
|
|
|
18,610,512.020
|
|
|
|
55.78
|
%
|
PRIME OBLIGATIONS Service Class
|
|
FIRST INTERSTATE WEALTH
MANAGEMENT
401 N 31ST ST 3RD FLOOR
BILLINGS, MT 59101
|
|
|
11,418,225.670
|
|
|
|
34.22
|
%
|
PRIME OBLIGATIONS Service Class
|
|
MOCE & CO
1515 CHARLESTON AVENUE
MATTOON, IL 61938
|
|
|
1,692,403.870
|
|
|
|
5.07
|
%
|
PRIME OBLIGATIONS GFS Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
184,390,364.710
|
|
|
|
66.24
|
%
|
B-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING SHARES
|
|
PORTFOLIO
|
|
SHAREHOLDER NAME
|
|
AMOUNTS OF
SHARES
|
|
|
PERCENTAGE
OF SHARES (%)
|
|
PRIME OBLIGATIONS GFS Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
22,565,162.750
|
|
|
|
8.11
|
%
|
PRIME OBLIGATIONS GFS Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
39,119,451.910
|
|
|
|
14.10
|
%
|
PRIME OBLIGATIONS GFS Shares
|
|
TNTC as Nominee
THE NORTHERN TRUST COMPANY
50 S. LASALLE ST.
CHICAGO, IL 60603
|
|
|
26,645,541.850
|
|
|
|
9.57
|
%
|
B-6
APPENDIX C
TRUSTEE COMPENSATION
NORTHERN INSTITUTIONAL FUNDS
The following tables set forth certain
information with respect to the compensation of each non-interested and interested Trustee of the Trust for the fiscal year ended November 30, 2013.
Non-Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified
Assets
Portfolio
|
|
|
Municipal
Portfolio
|
|
|
Tax-
Exempt
Portfolio
|
|
|
Treasury
Portfolio
|
|
|
U.S.
Government
Portfolio
|
|
|
U.S.
Government
Select
Portfolio
|
|
|
Liquid
Assets
Portfolio
|
|
|
Prime
Obligations
Portfolio
|
|
|
Total
Compensation
from Fund
Complex
(including the
Portfolios)
(1)
|
|
William L. Bax
|
|
$
|
19,845
|
|
|
$
|
8,930
|
|
|
$
|
3,969
|
|
|
$
|
13,892
|
|
|
$
|
12,899
|
|
|
$
|
30,760
|
|
|
$
|
1,985
|
|
|
$
|
6,946
|
|
|
$
|
210,000
|
|
Edward J. Condon, Jr.
|
|
$
|
19,845
|
|
|
$
|
8,930
|
|
|
$
|
3,969
|
|
|
$
|
13,892
|
|
|
$
|
12,899
|
|
|
$
|
30,760
|
|
|
$
|
1,985
|
|
|
$
|
6,946
|
|
|
$
|
210,000
|
|
Sandra Polk Guthman
|
|
$
|
19,845
|
|
|
$
|
8,930
|
|
|
$
|
3,969
|
|
|
$
|
13,892
|
|
|
$
|
12,899
|
|
|
$
|
30,760
|
|
|
$
|
1,985
|
|
|
$
|
6,946
|
|
|
$
|
210,000
|
|
Mary Jacobs Skinner
(2)
|
|
$
|
17,010
|
|
|
$
|
7,655
|
|
|
$
|
3,402
|
|
|
$
|
11,907
|
|
|
$
|
11,057
|
|
|
$
|
26,365
|
|
|
$
|
1,701
|
|
|
$
|
5,954
|
|
|
$
|
180,000
|
|
Richard P. Strubel
|
|
$
|
22,680
|
|
|
$
|
10,206
|
|
|
$
|
4,536
|
|
|
$
|
15,876
|
|
|
$
|
14,742
|
|
|
$
|
35,154
|
|
|
$
|
2,268
|
|
|
$
|
7,938
|
|
|
$
|
240,000
|
|
Casey J.
Sylla
|
|
$
|
19,845
|
|
|
$
|
8,930
|
|
|
$
|
3,969
|
|
|
$
|
13,892
|
|
|
$
|
12,899
|
|
|
$
|
30,760
|
|
|
$
|
1,985
|
|
|
$
|
6,946
|
|
|
$
|
210,000
|
|
Mark Doll
(3)
|
|
$
|
8,850
|
|
|
$
|
3,983
|
|
|
$
|
1,770
|
|
|
$
|
6,195
|
|
|
$
|
5,753
|
|
|
$
|
13,717
|
|
|
$
|
885
|
|
|
$
|
3,098
|
|
|
$
|
93,750
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified
Assets
Portfolio
|
|
|
Municipal
Portfolio
|
|
|
Tax-
Exempt
Portfolio
|
|
|
Treasury
Portfolio
|
|
|
U.S.
Government
Portfolio
|
|
|
U.S.
Government
Select
Portfolio
|
|
|
Liquid
Assets
Portfolio
|
|
|
Prime
Obligations
Portfolio
|
|
|
Total
Compensation
from Fund
Complex
(including the
Portfolios)
(1)
|
|
Stephen N. Potter
(4)
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
(1)
|
As of December 31, 2013, the Northern Funds Complex consisted of Northern Institutional Funds (8 portfolios) and Northern Funds (48
portfolios).
|
(2)
|
Ms. Skinner did not defer any amounts of compensation for the fiscal year ended November 30, 2013. Ms. Skinner earned $56 in accrued interest
from previous years deferred compensation.
|
(3)
|
Mr. Doll became a Trustee on May 17, 2013.
|
(4)
|
As an interested Trustee, who is an officer, director and employee of Northern Trust Corporation and/or its affiliates, Mr. Potter
does not receive any compensation from the Trust for his services.
|
C-1
APPENDIX D
NORTHERN FUNDS
NORTHERN INSTITUTIONAL FUNDS
AMENDED AND RESTATED
GOVERNANCE COMMITTEE CHARTER
The Governance Committee (Committee) of the Board of Trustees of Northern Funds and Northern Institutional Funds (together,
the Trust) shall consist of at least two Trustees, all of whom are disinterested (or independent). The duties and powers of the Committee are to: (1) subject to ratification by all of the
non-interested
Trustees, select and nominate the appropriate number of candidates for election or appointment as members of the Board of Trustees; (2) review periodically the compensation of Trustees, and
recommend any appropriate changes to the Board for consideration; (3) develop appropriate policies and practices relating to the education of new Trustees and the continuing education of incumbent Trustees regarding mutual fund board
governance; (4) subject to Board review, oversee the Trusts Chief Compliance Officer (CCO), including coordination with the Trusts investment adviser with respect to the CCOs compensation and performance
expectations; (5) review and make recommendations to the Board with respect to the format and content of Board agenda and meeting materials and presentations by service providers; (6) oversee the Boards policy on Trustee ownership of
Fund shares; (7) oversee the Board, committee and chair evaluation process and report on the results to the Board; (8) subject to the approval of the Board, select and nominate Board and Committee chair; (9) review information and
make recommendations to the Board in connection with the Boards annual consideration of the Trusts custodian, foreign custody, transfer agency, administration and distribution agreements, and the Multi-Manager Funds sub-advisory
agreements (excluding performance information); and (10) perform such other responsibilities and functions as the Board may from time to time refer to the Committee.
In connection with the selection and nomination of candidates to the Board of Trustees, the Committee shall, in accordance with the evaluation criteria set forth on Attachment A hereto, evaluate the
qualifications of candidates for Board membership and other principal service providers. Persons selected as disinterested Trustees must be independent in terms of both the letter and the spirit of the Investment Company Act of 1940. The Committee
shall also consider the effect of any relationships beyond those delineated in that Act that might impair independence (for example, business, financial or family relationships with the investment advisers or other service providers).
The Committee shall meet as requested by the Trusts Chair or the Committees Chair. The Committee shall have the resources and
authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Trust. The Committee shall report all of its actions to the Board of Trustees at its
next meeting following such actions. The Committee shall review this Charter at least annually and recommend any changes to the full Board of Trustees.
Adopted: April 15, 2000
Amended: April 27, 2004
November 4, 2005
Approved for the Multi-Manager Funds of Northern Funds: June 20, 2006
Rescinded for the Multi-Manager Funds of Northern Funds: August 3, 2007
Amended: November 3, 2006
Amended: November 2, 2007
Amended: November 13, 2009
Amended: November 5, 2010
Amended: November 4, 2011
Amended: October 16, 2012
Amended: November 21, 2013
D-1
Attachment A
To
Northern Funds
Northern Institutional Funds
Amended and Restated
Governance Committee Charter
The following qualifications, abilities and characteristics of candidates establish evaluation criteria that shall be used by the Governance Committee.
The Trusts intent is that the Board, as a whole, will maintain integrity and ethical behavior, sound business judgment, specific expertise and diversity of background required to provide for the duties and the responsibilities of disinterested
trustees of the Trusts Board.
In general, disinterested trustees as a group, should to the extent possible:
|
|
|
be drawn from the ranks of respected and accomplished senior leaders;
|
|
|
|
strive to achieve diversity in terms of gender and race; and
|
|
|
|
reflect a diversity of business experience
|
The following factors should be taken into consideration by the Governance Committee when evaluating a disinterested trustee candidate:
|
|
|
an ability to act independently with regard to the Trusts affiliates and others in order to protect the interests of the Trust and its
shareholders
|
|
|
|
a demonstrated ability to use sound business judgment gained through broad experience where the candidate has dealt with management, technical,
financial or regulatory issues
|
|
|
|
a sufficient financial or accounting knowledge to evaluate and analyze, financial, accounting, audit and fund performance reports
|
|
|
|
a breadth of experience on corporate or other institutional oversight bodies having similar responsibilities demonstrating a diligent fiduciary
interest and concern
|
|
|
|
an ability and an expressed desire and willingness to make the necessary commitment of time and effort to bring continuing value to the Trust, the
Board, applicable committees, and the Trusts shareholders
|
D-2
APPENDIX E
MANAGEMENT AGREEMENT
NORTHERN INSTITUTIONAL FUNDS
FORM OF
MANAGEMENT AGREEMENT
AGREEMENT made as of, [ ], 2014 between Northern Institutional Funds, a Delaware statutory
trust (the Trust), and Northern Trust Investments, Inc. (NTI), an Illinois State Banking Corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act).
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the Commission) as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Trust retains and desires to continue to retain
NTI to provide investment advisory and administration services as set forth herein for the shares of beneficial interest (Shares) in each of the Trusts investment portfolios (individually, a Portfolio, and collectively,
the Portfolios) as listed on Exhibit A hereto (as such Exhibit may, from time to time, be supplemented (or amended)), and NTI is willing to furnish such investment advisory and administration services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed among the
parties hereto as follows:
1. Appointment.
a. The Trust hereby appoints NTI to provide the investment advisory (Advisory Services) and administration services (Administration Services) as specified below, on the terms and
for the periods set forth in this Agreement. NTI accepts such appointment and agrees to perform the services and duties herein set forth below that have been designated to it in return for the compensation herein provided.
b. In the event that the Trust establishes one or more portfolios other than the Portfolios with respect to which it desires to retain NTI to
provide investment advisory and administration services, the Trust shall notify NTI in writing. If NTI is willing to render such services it shall notify the Trust in writing whereupon, subject to such shareholder approval as may be required
pursuant to Paragraph 12 hereof, such portfolio shall become a Portfolio hereunder and the compensation payable by such new Portfolio to NTI will be as agreed in writing at the time.
2. Administration Services and Duties.
NTI will perform the Administration Services set forth below. NTI is responsible only for the Administration Services that it has specifically agreed to
provide in this Agreement, and not for any other services unless mutually agreed to by the parties pursuant to Section 2(d) hereof.
a.
Subject to the general supervision of the Board of Trustees, NTI shall provide supervision of all aspects of the Portfolios operations and perform the customary services of an administrator, including but not limited to the corporate treasury,
secretarial and blue sky services set forth below.
b. In performing the Administration Services under this Agreement, NTI: (i) will act
in accordance with this Agreement and the Trusts Declaration of Trust, By-Laws, registration statement, the Trusts and NTIs compliance policies and procedures, as amended, and with the Oral Instructions (as defined below in
Section 3)
E-1
and Written Instructions (as defined below in Section 3) of the Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal or state laws and
regulations; and (ii) will consult with legal counsel to the Portfolio, as necessary and appropriate.
c. In addition to the duties set
forth herein, NTI shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Portfolio and NTI.
d. NTI agrees to provide the services described herein in accordance with the performance standards to be agreed upon from time to time by the parties in a separate written agreement. Notwithstanding the
foregoing, NTI shall perform its duties as administrator with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims.
e. The services of NTI hereunder are not deemed exclusive and NTI shall be free to
render similar services to others so long as its services under this Agreement are not impaired thereby.
f. Without limiting the generality
of Section 2(a), NTI shall provide the following services to the Portfolios (or to any such individual share classes that are established by the Trust, as applicable):
(1) Maintaining office facilities (which may be in the offices of NTI or a corporate affiliate) and furnishing corporate officers for the Portfolios;
(2) Furnishing data processing services, clerical services, and executive and administrative services and standard stationery and office supplies;
(3) Performing all functions ordinarily performed by the office of a corporate treasurer, and furnishing the services and facilities
ordinarily incident thereto, as follows: (i) expense accrual monitoring and payment of the Portfolios bills, preparing monthly reconciliation of the Portfolios expense records and updating projections of annual expenses;
(ii) determining dividends; (iii) calculating yields and total returns; (iv) preparing materials for review by the Board of Trustees, e.g., written reports pursuant to Rules 2a-7, 10f-3, 17a-7, 17e-1 and 144A and the Portfolios
applicable procedures; (v) tax and financial counsel; (vi) creating expense pro formas for new Portfolios/classes; (vii) reporting Portfolio statistical information to investment company reporting agencies and associations (e.g.,
Lipper Analytical Services, Inc. and the Investment Company Institute); and (viii) compliance testing as required by the 1940 Act and other applicable law;
(4) Preparing and arranging for printing of financial statements;
(5) Preparing and filing the Portfolios federal and state tax returns (other than those required to be filed by the Portfolios custodian
and transfer agent) and providing shareholder tax information to the Portfolios transfer agent;
(6) Assisting in monitoring and
developing compliance procedures for the Portfolios which will include, among other matters, procedures to assist the adviser in monitoring compliance with each Portfolios investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(7) Assisting in product development;
(8) Performing oversight/management responsibilities, including the following: (i) supervision and coordination of the Portfolios transfer agent; (ii) supervision and coordination of
IRA custodians; (iii) supervision and coordination of the Portfolios custodian; (iv) vendor management and invoicing; (v) daily report coordination; (vi) media relations; (vii) sales literature forms and development;
(viii) fund operations coordination; (ix) management of auditor relationships; and (x) oversight of Portfolio compliance and tax function;
E-2
(9) Performing corporate secretarial services including the following: (i) assist in maintaining
corporate records and good standing status of the Portfolios in their state of organization; (ii) develop and maintain calendar of annual and quarterly board approvals and regulatory filings; (iii) prepare notice, agenda, memoranda,
resolutions and background materials for legal approvals at quarterly and special board meetings and committee meetings; assemble and distribute board materials for board meetings and committee meetings; attend meetings; make presentations where
appropriate; prepare minutes; follow up on issues; prepare such periodic and special reports as the Board members may reasonably request; and (iv) provide support for written consent votes where needed;
(10) Performing blue sky compliance functions, as follows: (i) effecting and maintaining, as the case may be, the registration of
shares of the Portfolios for sale under the securities laws of the jurisdictions listed in the Written Instructions of the Portfolios, which instructions will include the amount of Shares to be registered as well as the warning threshold to be
maintained; (ii) filing with each appropriate jurisdiction the appropriate materials relating to the Portfolios; (iii) providing to the Portfolios quarterly reports of sales activity in each jurisdiction in accordance with the Written
Instructions of the Portfolios. Sales will be reported by shareholder residence. National Securities Clearing Corporation (NSCC) trades and order clearance will be reported by the state provided by the dealer at the point of sale. Trades by omnibus
accounts will be reported by trustee state of residence in accordance with the Written Instructions of the Portfolio outlining the entities which are permitted to maintain omnibus positions with the Portfolios; (iv) in the event sales of Shares
in a particular jurisdiction reach or exceed the warning levels provided in the Written Instructions of the Portfolios, NTI will promptly notify the Portfolios with a recommendation of the amount of Shares to be registered in such jurisdiction and
the fee for such registration. NTI will not register additional Shares in such jurisdiction unless and until NTI shall have received Written Instructions to do so; and (v) if NTI is instructed by the Portfolios not to register Shares in a
particular jurisdiction, NTI will use its best efforts to cause any sales in such jurisdictions to be blocked, and such sales will not be reported to NTI as sales of Shares of the Portfolios. NTI may delegate its blue sky responsibilities to a third
party, subject to such third parties agreement to be bound by the blue sky provisions of their Agreement, and NTI shall remain responsible for the delegates performance under their Agreement;
(11) Monitoring the Portfolios arrangements with respect to services provided by institutions (Servicing Agents) to their
customers who are the beneficial owners of Shares, pursuant to agreements (Servicing Agreements) between the Portfolios and such Servicing Agents including: (i) review the qualifications of Servicing Agents wishing to enter into
Servicing Agreements; (ii) assist in the execution and delivery of Servicing Agreements; (iii) report to the Board of Trustees with respect to the amounts paid or payable by the Portfolio from time to time under the Servicing Agreements
and the nature of the services provided by Servicing Agents; and (iv) maintain appropriate records in connection with their monitoring duties;
(12) Performing the following legal services: (i) prepare and file annual Post-Effective Amendments to the Portfolios registration statement; (ii) prepare and file Rule 24f-2 Notices;
(iii) prepare and file Forms N-SAR; (iv) prepare and file annual and semi-annual financial reports and Form N-CSR; (v) communicate significant regulatory or legislative developments to Portfolio management and Board members and
provide related planning assistance where needed; (vi) consult with Portfolio management regarding portfolio compliance and Portfolio corporate and regulatory issues as needed ; (vii) maintain effective communication with outside counsel;
(viii) arrange D&O/E&O insurance and fidelity bond coverage for the Portfolios; (ix) assist in monitoring Portfolio Code of Ethics reporting and provide such reports to the person designated under the Portfolios Code;
(x) monitor handling of litigation by outside counsel and non-routine regulatory matters; (xi) assist in managing Commission audits of the Portfolios at NTIs principal place of business; (xii) review sales material and
advertising for Portfolio prospectus compliance; (xiii) assist in developing compliance guidelines and procedures to improve overall compliance by the Portfolios and service providers; and (xiv) prepare compliance manuals.
3. Instructions.
a. With
respect to Administration Services, NTI will have no liability when acting upon a written communication reasonably believed by NTI to be from (i) any Trustee or officer of the Trust; or (ii) any person, whether or not
E-3
such person is an officer or employee of the Trust, duly authorized to give such written communication on behalf of the Portfolios as indicated in writing to NTI from time to time (an
Authorized Person) and actually received by NTI (Written Instructions); or instructions, other than Written Instructions actually received by NTI from a person reasonably believed by NTI to be an Authorized Person reasonably
believed to have been executed or orally communicated by an Authorized Person (Oral Instructions). Written Instructions shall include manually executed originals and authorized electronic transmissions, including telefacsimilie of a
manually executed original or other process. NTI will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Portfolios.
b. NTI, its officers, agents or employees, shall accept Oral Instructions or Written Instructions with respect to Administration Services given to them
by any person representing or acting on behalf of the Portfolios only if said representative is an Authorized Person. The Portfolio agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and
that the Portfolios failure to so confirm shall not impair in any respect NTIs right to rely on Oral Instructions.
4. Right to
Receive Advice.
With respect to Administration Services, if NTI is in doubt as to any action it should or should not take, it may request directions or advice, including Oral Instructions or Written Instructions, from or on behalf of the
Portfolios. With respect to Administration Services, if NTI shall be in doubt as to any question of law pertaining to any action it should or should not take, it may request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Portfolios or NTI , at the option of NTI ). In the event of a conflict between such directions or advice or such Oral Instructions or Written Instructions NTI receives from or on behalf of the Trust, and such advice it receives from
counsel, NTI shall be entitled to rely upon and follow the advice of counsel. NTI shall be indemnified by the Trust and without liability for any action it takes or does not take with respect to Administration Services in reasonable reliance upon
directions or advice or Oral Instructions or Written Instructions it receives from or on behalf of the Trust or from counsel and which NTI believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to impose an obligation upon NTI to seek such directions or advice or Oral Instructions or Written Instructions.
5. Advisory Services and Duties.
a. Subject to the supervision of the Board of Trustees of
the Trust, with respect to Advisory Services, NTI shall manage the investment operations of each of the Trust, and the composition of each Portfolios assets, including the purchase, retention and disposition thereof. NTI further agrees that
it:
i. shall provide supervision of the Portfolios assets, furnish a continuous investment program for such Portfolios, determine
from time to time what investments or securities will be purchased, retained or sold by the Portfolios, and what portion of the assets will be invested or held uninvested as cash;
ii. shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Portfolio in question
is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, NTI shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available
for any transaction, NTI 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, NTI may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the 1934 Act)) provided to any Portfolio and/or other account over which NTI and/or an affiliate of NTI exercises investment
discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons NTI shall attempt to obtain the best net price and execution of its orders, provided that to the extent the
execution and price available from more than one
E-4
broker, dealer or other such person are believed to be comparable, NTI may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis
of NTIs opinion of the reliability and quality of such broker, dealer or such other person; and
iii. 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 NTI, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased
in order to obtain the best overall terms available execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by NTI in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Portfolio and to such other accounts.
b. In addition, NTI shall provide the following ancillary services under this Agreement:
(1) review the preparation of reports and proxy statements to the Portfolios shareholders, the periodic updating of the Portfolios prospectus,
statement of additional information and registration statement, and the preparation of other reports and documents required to be filed by the Portfolios with the Commission;
(2) in connection with its Advisory Services, monitor anticipated purchases and redemptions by shareholders and new investors;
(3) provide assistance as requested by the Board concerning the regulatory requirements applicable to investors that invest in the Portfolios;
(4) develop and monitor investor programs for shareholders of the Portfolios, and assist in the coordination of such programs with programs offered separately by NTI to its clients;
(5) provide assistance in connection with the operations of the Portfolios generally; and
(6) provide other similar services as reasonably requested from time to time by the Board of Trustees of the Trust.
c. NTI, in connection with its Advisory Services:
(1) shall use the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and
(2) shall act in conformity with the Declaration of Trust, By-Laws, Registration Statement and instructions and the directions of the Trustees of the
Trust, and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings.
d. NTI shall:
(1) comply with all applicable Rules and Regulations of the Commission and will in
addition conduct its activities under this Agreement in accordance with other applicable law; and
(2) maintain a policy and practice of
conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of NTI. When NTI makes investment recommendations for a Portfolio, its investment advisory personnel will not
inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolios account are customers of its commercial banking department (if any) or the commercial banking department of any affiliated
bank of NTI.
E-5
e. NTI shall not, unless permitted by the Commission:
(1) permit the Portfolios to execute transactions with NTIs Bond Department; or
(2) permit the Portfolios to purchase certificates of deposit of NTI or its affiliate banks, commercial paper issued by NTIs parent holding company or other securities issued or guaranteed by NTI,
its parent holding company or their subsidiaries or affiliates.
f. NTI shall render to the Trustees of the Portfolios such periodic and
special reports as the Trustees may reasonably request.
g. The services of NTI hereunder are not deemed exclusive and NTI shall be free to
render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby.
6. Sub-Contractors.
At its discretion, NTI may provide advisory services under this Agreement through its own employees or the employees of
one or more affiliated companies that are qualified to act as investment adviser to the Trust under applicable law and either control, are controlled by or are under control with NTI, provided that: (i) all persons, when providing services
hereunder, are functioning as part of an organized group of persons; and (ii) such organized group of persons is managed at all times by NTIs authorized officers. In addition, NTI may engage one or more investment advisers that are either
registered as such or specifically exempt from registration under the Advisers Act to act as sub-advisers or co-advisers to provide with respect to any Portfolio any or all of the services set forth in this Agreement, all as shall be set forth in a
written contract approved to the extent and in the manner required by the 1940 Act and interpretations thereof by the Commission and its staff.
7. Compensation.
a. For the
services provided pursuant to Sections 2 and 5 above, the Portfolios will pay to NTI a fee, computed daily and payable monthly, as described in the fee schedule attached as Exhibit A. The fee attributable to each Portfolio shall be the several (and
not the joint or joint and several) obligation of each such Portfolio.
b. With respect to Administration Services, the Trust will also
reimburse NTI monthly for its reasonable out-of-pocket expenses incurred on a Portfolios behalf, including, but not limited to, postage, telephone, telex, overnight express charges, deconversion costs (unless otherwise agreed), costs to obtain
independent security market quotes, record retention/storage, negotiated time and materials for development and programming materials (if applicable), travel expenses and other miscellaneous fees incurred on behalf of a Portfolio. With respect to
Administration Services, NTI shall not be required to pay any of the following expenses incurred by the Portfolios: (i) membership dues in the Investment Company Institute or any similar organization; (ii) investment advisory fees;
(iii) custody and transfer agency fees; (iv) fees paid under any service or distribution plan adopted by the Portfolios; (v) costs of printing and mailing stock certificates; (vi) costs of typesetting and printing of the
prospectus for regulatory purposes and for distribution to existing shareholders of the Portfolios; (vii) costs of shareholders reports and notices; (viii) interest on borrowed money; (ix) brokerage commissions; (x) stock
exchange listing fees; (xi) taxes and fees payable to federal, state and other governmental agencies; (xii) fees of Trustees of the Portfolios who are not affiliated with NTI; (xiii) outside auditing expenses; (xiv) outside legal
expenses; (xv) blue sky registration or filing fees; or (xvi) other expenses not specified in this Section 7(b) which may be properly payable by the Portfolio. The Administrator shall not be required to pay any blue sky registration
or filing fees unless and until it has received the amount of such fees from the Portfolios.
c. With respect to Advisory Services,
during the term of this Agreement, NTI will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of (including brokerage commissions, if any) securities purchased for the Portfolios.
E-6
8. Fund Accounting System
a. NTI shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights owned and/or developed by it in connection with the services provided by NTI to the Portfolios pursuant to this Agreement
(the Administrator System).
b. NTI hereby grants to the Portfolios a limited license to the Administrator System for the sole and
limited purpose of having NTI provide the services contemplated hereunder and nothing contained in this Agreement shall be construed or interpreted otherwise and such license shall immediately terminate with the termination of this Agreement.
c. In the event that the Portfolios, including any affiliate or agent of the Portfolios or any third party acting on behalf of the
Portfolios, are provided with direct access to the Administrator System, such direct access capability shall be limited to direct entry to the Administrator System by means of on-line mainframe terminal entry or PC emulation of such mainframe
terminal entry, and any other non-conforming method of transmission of information to the Administrator System is strictly prohibited without the prior written consent of NTI.
9. Proprietary and Confidential Information.
a. The parties agree that the
Proprietary Information (defined below) is confidential information of the parties and their respective licensees. The Portfolios and NTI shall safeguard the confidentiality of the Proprietary Information of each other. The Portfolios and NTI may
use the Proprietary Information only to exercise their respective rights or perform their respective duties under this Agreement. Except as otherwise required by law, the Portfolios and NTI shall not duplicate, sell or disclose to others the
Proprietary Information of the other, in whole or in part, without the prior written permission of the affected party. The Portfolios and NTI may, however, disclose Proprietary Information to their respective employees who have a need to know the
Proprietary Information to perform work for the other, provided that the Portfolios and NTI shall use commercially reasonable best effort to ensure that the Proprietary Information is not duplicated or disclosed by their respective employees in
breach of this Agreement. The Portfolios and NTI may also disclose the Proprietary Information to independent contractors, auditors and professional advisors, provided they first agree in writing to be bound by confidentiality obligations
substantially similar to this Article 10.1. Notwithstanding the previous sentence, in no event shall either the Portfolios or NTI disclose the Proprietary Information to any competitor of the other without specific, prior written consent.
b. Proprietary Information means:
(i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information
about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the
Portfolios or NTI, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them;
(ii) any
scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Portfolios or NTI a competitive advantage over their competitors;
(iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable;
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(iv) all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams,
specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing of any party hereto which now exist or come into the control or possession of the other; and
(v) with respect to the Portfolios, all records and other information relative to the Portfolios and their prior, present or potential shareholders (and
clients of such shareholders).
c. The obligations of confidentiality and restriction on use herein shall not apply to any Proprietary
Information that a party proves:
(i) Was in the public domain prior to the date of this Agreement or subsequently came into the public domain
through no fault of such party; or
(ii) Was lawfully received by the party from a third party free of any obligation of confidence to such
third party; or
(iii) Was already in the possession of the party prior to receipt thereof, directly or indirectly, from the other party; or
(iv) Is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited to, giving the other party as much advance notice of the possibility of such disclosure as practical so the other party may attempt to stop such disclosure or obtain a
protective order concerning such disclosure; or
(v) Is subsequently and independently developed by employees, consultants or agents of the
party without reference to the Proprietary Information disclosed under this Agreement.
d. Notwithstanding the foregoing, it is hereby
understood and agreed by the parties hereto that any marketing strategies, customer profiles or administrative, business or shareholder servicing plans or similar items prepared or developed by NTI for the benefit of the Trust shall be considered
the Proprietary Information of the Trust and nothing in this Agreement shall be construed to prevent or prohibit the Trust from disclosing such Proprietary Information to a successor adviser or administrator.
e. The obligations of the parties hereto under this Section 9 shall survive the termination of this Agreement.
10. Name of the Trust.
NTI agrees that the name Northern may be used in the name of the Portfolios and that such name, any related
logos and any service marks containing the word Northern may be used in connection with the Portfolios business only for so long as this Agreement (including any continuance or amendment hereof) remains in effect and that such use
shall be royalty free. At such time as this Agreement shall no longer be in effect, the Portfolios will cease such use. The Portfolios acknowledge that they have no rights to the name Northern, such logos or service marks other than
those granted in this paragraph and that NTI reserves to itself the right to grant the nonexclusive right to use the name Northern, such logos or service marks to any other person, including, but not limited to, another investment
company.
11. Indemnification
a. With respect to the Advisory Services set forth in Section 5 hereof, the Trust hereby agrees to indemnify and hold harmless NTI, its directors, officers, and employees and each person, if
any, who controls NTI (collectively, the Indemnified Parties) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act of 1933 (the 1933
Act), the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or
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alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the
Portfolios registration statement, the prospectus, the statement of additional information, or any application or other document filed in connection with the qualification of the Portfolios or Shares of the Trust under the Blue Sky or
securities laws of any jurisdiction (Application), except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue
statement or omission either pertaining to a breach of NTIs duties in connection with this Agreement or made in reliance upon and in conformity with information furnished by, through or on behalf of NTI for use in connection with the
Registration Statement, any Application, the Prospectus or the Statement of Additional Information;
b. (i) With respect to the
Administration Services and duties set forth in Section 2 hereof, the Trust shall indemnify and hold NTI harmless from and against any and all claims, costs, expenses (including reasonable attorneys fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted against NTI or for which NTI may be held to be liable in connection with this Agreement or NTIs performance hereunder (a Claim), unless such Claim resulted from:
(a) the willful misfeasance, bad faith or negligence of NTI in the performance of its duties hereunder, or by reason of its reckless disregard thereof; or (b) NTIs breach of Section 9 of this Agreement.
(ii) NTI shall indemnify and hold the Trust harmless from and against any and all claims, costs, expenses (including reasonable attorneys
fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Trust or for which the Trust may be held to be liable in connection with this Agreement or the Trusts performance hereunder (a
Claim), provided that such Claim resulted from: (a) the willful misfeasance, bad faith or negligence of NTI in the performance of its duties hereunder, or by reason of its reckless disregard thereof; or (b) NTIs breach of
Section 9 of this Agreement.
c. If the indemnification provided for in Section 11(a) is due in accordance with the terms of
such paragraph but is for any reason held by a court to be unavailable from the Trust, then the Trust shall contribute to the aggregate amount paid or payable by the Trust and the Indemnified Parties as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Trust and such Indemnified Parties in connection with the operation of the Trust, (ii) the relative fault
of the Trust and such Indemnified Parties, and (iii) any other relevant equitable considerations. The Trust and NTI agree that it would not be just and equitable if contribution pursuant to this subparagraph (b) were determined by pro rata
allocation or other method of allocation which does not take account of the equitable considerations referred to above in this subparagraph (b). The amount paid or payable as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subparagraph (b) shall be deemed to include any legal or other expense incurred by the Trust and the Indemnified Parties in connection with investigating or defending any such loss, claim, damage,
liability or action. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
It is understood, however, that nothing in this Section 11 shall protect any Indemnified Party against, or entitle any Indemnified Party to
indemnification against, or contribution with respect to, any liability to the Trust or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of a reckless disregard to its obligations and duties, under this Agreement or otherwise, to an extent or in a manner inconsistent with Section 17 of the 1940 Act.
d. With respect to the indemnities set forth above in Sections 11(a) and 11(b), in any case in which one party (the Indemnifying Party) may be asked to indemnify or hold another party
(the Indemnified Party) harmless, the Indemnified Party will notify the Indemnifying Party in writing promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification (an
Indemnification Claim) against the Indemnifying Party, although the failure to do so shall not relieve the Indemnifying Party from any liability which it may otherwise have to the Indemnified Party, and the Indemnified Party shall keep
the Indemnifying
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Party advised with respect to all developments concerning such situation. The Indemnifying Party shall be entitled to participate at its own expense in the defense, or if it so elects, to assume
the defense of, any Indemnification Claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel of good standing chosen by the Indemnifying Party and
approved by the Indemnified Party, which approval shall not be unreasonably withheld. In the event the Indemnifying Party elects to assume the defense of any such Indemnification Claim and retain such counsel, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the Indemnified Party. In the event that the Indemnifying Party does not elect to assume the defense of any such Indemnification Claim, or in case the Indemnified Party reasonably does not
approve of counsel chosen by the Indemnifying Party, or in case there is a conflict of interest between the Indemnifying Party or the Indemnified Party, the Indemnifying Party will reimburse the Indemnified Party for the fees and expenses of any
counsel retained by the Indemnified Party. The Indemnified Party will not confess any Indemnification Claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying
Partys prior written consent. Neither the Trust nor NTI shall be liable for consequential damages under this Agreement. The obligations of the parties hereto under this Section 11 shall survive the termination of this Agreement.
12. Duration and Termination.
Insofar as the holders of Shares representing the interests in the Portfolios are affected by this
Agreement, it shall continue, unless sooner terminated as provided herein, until June 30, 2015, and, insofar as the holders of Shares representing the interests in any subsequently created Portfolios are affected by this Agreement, it (as
supplemented by the terms specified in any notice and agreement pursuant to Section 1(b) hereof) shall continue (assuming approval by the initial holder(s) of Shares of such Portfolio) until June 30 of the year following the year in which
the Portfolio becomes a Portfolio hereunder, and with respect to each Portfolio thereafter shall continue automatically for periods of one year so long as each such latter continuance is approved at least annually (a) by the vote of a majority
of the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined by the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of
the Trust or by a vote of a majority of the outstanding Shares (as defined with respect to voting securities in the 1940 Act) representing the interests in such Portfolio; provided, however, that this Agreement may be terminated by the Trust as to
any Portfolio at any time, without the payment of any penalty, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding Shares (as so defined) representing the interests in the Portfolio affected thereby on 60
days written notice to NTI at any time, or by NTI at any time, without payment of any penalty, on 60 days written notice to the Trust. The requirement that this Agreement be approved at least annually shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically and immediately terminate in the event of its assignment (as defined by the 1940 Act).
13. Amendment of this Agreement.
This Agreement may be amended by mutual consent of the parties, and the consent of the Trust on behalf of the
Portfolios must be approved by vote of a majority of those Trustees of the Portfolios who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of
voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the Commission and its staff, by vote of a majority of the outstanding Shares (as defined with respect to voting securities by the 1940 Act)
representing the interests in each Portfolio affected by such amendment.
14. Notices.
Notices shall be addressed if to the Portfolios
at 50 South LaSalle Street, Chicago, Illinois 60603, Attention: Craig Carberry with a copy to Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, Attention: Diana E. McCarthy, or at or at such
other address or to such other individual as shall be so specified by the Portfolios to NTI. Notices shall be addressed if to NTI at Northern Trust Investments, Inc., 50 South LaSalle Street, Chicago, Illinois 60603, Attention: Craig Carberry or at
such other address or to such other individual as shall be so specified by NTI to the Trust.
15. Counterparts.
This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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16. Further Actions.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
17. Miscellaneous.
a.
Entire Agreement.
This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, including the Investment Advisory and Ancillary Services Agreement dated as of January 9, 2008, as amended, and the Fund Administration Agreement dated as of January 1, 2009, as amended
provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.
b.
Captions.
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
c.
Governing Law.
The laws of the State of Illinois, excluding the laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement (except as to Section 17(f) hereof which shall be construed in accordance with the laws of the State of Delaware). All actions arising from or related to this Agreement shall be brought in the state and federal
courts sitting in the City of Chicago, and the parties hereby submit themselves to the exclusive jurisdiction of those courts.
d.
Partial
Invalidity.
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Notwithstanding the foregoing sentence, if any provision
of this Agreement relating directly or indirectly to the term of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties shall immediately negotiate in good faith in order to agree upon a new
provision which is either (i) the economic equivalent of the invalid provision or (ii) acceptable to the party adversely affected by the invalidity of the prior provision.
e.
Customer Identification Program Notice.
To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to
obtain, verify and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of NTI affiliates are financial institutions, and NTI may, as a matter
of policy, request (or may have already requested) the Trusts name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that partys date of birth. NTI may
also ask (and may have already asked) for additional identifying information, and NTI may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.
f.
Liability of Trustees, etc.
This Agreement is executed by or on behalf of the Trust with respect to each of the Portfolios and the obligations
hereunder are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the Portfolio to which such obligations pertain and the assets and property of such Portfolio. All obligations of the
Trust under this Agreement shall apply only on a Portfolio-by-Portfolio basis, and the assets of one Portfolio shall not be liable for the obligations of another Portfolio. The Trusts Declaration of Trust is on file with the Trust.
g.
Legal Advice.
Notwithstanding anything in this Agreement to the contrary, the services of NTI neither constitute, nor shall they be construed
as constituting, legal advice or the provision of legal services for or on behalf of the Trust or any other person.
h.
Books and
Records.
NTI shall maintain, and preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act, such records as are required to be maintained by Rule 31a-1 of the Commission under the 1940 Act (other than clause
(b) (4) and paragraphs (c), (d) and (e) thereof). The Advisers further agree that all records which they maintain for the Trust are the property of the Trust and they shall surrender promptly to the Trust any of such records upon
the Trusts request.
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NORTHERN INSTITUTIONAL FUNDS
By:
Name:
Title:
NORTHERN TRUST INVESTMENTS, INC.
By:
Name:
Title:
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EXHIBIT A PORTFOLIOS AND MANAGEMENT FEES
The Trust shall pay NTI a fee at the annual rate calculated as a percentage of each Current Portfolios assets as set forth below:
|
|
|
|
|
FUND
|
|
FEE RATE (%)
|
|
Diversified Assets
|
|
|
0.33
|
%
|
U.S. Government
|
|
|
0.33
|
%
|
U.S. Government Select
|
|
|
0.18
|
%
|
Tax-Exempt
|
|
|
0.33
|
%
|
Municipal
|
|
|
0.18
|
%
|
Prime Obligations
|
|
|
0.13
|
%
|
Treasury
|
|
|
0.18
|
%
|
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APPENDIX E (continued)
MANAGEMENT AGREEMENT
NORTHERN INSTITUTIONAL FUNDS LIQUID ASSETS PORTFOLIO
FORM OF MANAGEMENT AGREEMENT
AGREEMENT made as of, [ ], 2014
between Northern Institutional Funds, a Delaware statutory trust (the Trust), and Northern Trust Investments, Inc. (NTI), an Illinois State Banking Corporation registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the Advisers Act).
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the Commission) as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Trust retains and desires to continue to retain
NTI to provide investment advisory and administration services as set forth herein for the shares of beneficial interest (Shares) in each of the Trusts investment portfolios (individually, a Portfolio, and collectively,
the Portfolios) as listed on Exhibit A hereto (as such Exhibit may, from time to time, be supplemented (or amended)), and NTI is willing to furnish such investment advisory and administration services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, it is agreed among the
parties hereto as follows:
1. Appointment.
a. The Trust hereby appoints NTI to provide the investment advisory (Advisory Services) and administration services (Administration Services) as specified below, on the terms and
for the periods set forth in this Agreement. NTI accepts such appointment and agrees to perform the services and duties herein set forth below that have been designated to it in return for the compensation herein provided.
b. In the event that the Trust establishes one or more portfolios other than the Portfolios with respect to which it desires to retain NTI to provide
investment advisory and administration services, the Trust shall notify NTI in writing. If NTI is willing to render such services it shall notify the Trust in writing whereupon, subject to such shareholder approval as may be required pursuant to
Paragraph 12 hereof, such portfolio shall become a Portfolio hereunder and the compensation payable by such new Portfolio to NTI will be as agreed in writing at the time.
2. Administration Services and Duties.
NTI will perform the Administration Services set forth below. NTI is responsible only for the Administration Services that it has specifically agreed to
provide in this Agreement, and not for any other services unless mutually agreed to by the parties pursuant to Section 2(d) hereof.
a.
Subject to the general supervision of the Board of Trustees, NTI shall provide supervision of all aspects of the Portfolios operations and perform the customary services of an administrator, including but not limited to the corporate treasury,
secretarial and blue sky services set forth below.
b. In performing the Administration Services under this Agreement, NTI: (i) will act
in accordance with this Agreement and the Trusts Declaration of Trust, By-Laws, registration statement, the Trusts and NTIs compliance policies and procedures, as amended, and with the Oral Instructions (as defined below in
Section 3)
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and Written Instructions (as defined below in Section 3) of the Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal or state laws and
regulations; and (ii) will consult with legal counsel to the Portfolio, as necessary and appropriate.
c. In addition to the duties set
forth herein, NTI shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Portfolio and NTI.
d. NTI agrees to provide the services described herein in accordance with the performance standards to be agreed upon from time to time by the parties in a separate written agreement. Notwithstanding the
foregoing, NTI shall perform its duties as administrator with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims.
e. The services of NTI hereunder are not deemed exclusive and NTI shall be free to
render similar services to others so long as its services under this Agreement are not impaired thereby.
f. Without limiting the generality
of Section 2(a), NTI shall provide the following services to the Portfolios (or to any such individual share classes that are established by the Trust, as applicable):
(1) Maintaining office facilities (which may be in the offices of NTI or a corporate affiliate) and furnishing corporate officers for the Portfolios;
(2) Furnishing data processing services, clerical services, and executive and administrative services and standard stationery and office supplies;
(3) Performing all functions ordinarily performed by the office of a corporate treasurer, and furnishing the services and facilities
ordinarily incident thereto, as follows: (i) expense accrual monitoring and payment of the Portfolios bills, preparing monthly reconciliation of the Portfolios expense records and updating projections of annual expenses;
(ii) determining dividends; (iii) calculating yields and total returns; (iv) preparing materials for review by the Board of Trustees, e.g., written reports pursuant to Rules 2a-7, 10f-3, 17a-7, 17e-1 and 144A and the Portfolios
applicable procedures; (v) tax and financial counsel; (vi) creating expense pro formas for new Portfolios/classes; (vii) reporting Portfolio statistical information to investment company reporting agencies and associations (e.g.,
Lipper Analytical Services, Inc. and the Investment Company Institute); and (viii) compliance testing as required by the 1940 Act and other applicable law;
(4) Preparing and arranging for printing of financial statements;
(5) Preparing and filing the Portfolios federal and state tax returns (other than those required to be filed by the Portfolios custodian and
transfer agent) and providing shareholder tax information to the Portfolios transfer agent;
(6) Assisting in monitoring and developing
compliance procedures for the Portfolios which will include, among other matters, procedures to assist the adviser in monitoring compliance with each Portfolios investment objective, policies, restrictions, tax matters and applicable laws and
regulations;
(7) Assisting in product development;
(8) Performing oversight/management responsibilities, including the following: (i) supervision and coordination of the Portfolios transfer agent; (ii) supervision and coordination of IRA
custodians; (iii) supervision and coordination of the Portfolios custodian; (iv) vendor management and invoicing; (v) daily report coordination; (vi) media relations; (vii) sales literature forms and development;
(viii) fund operations coordination; (ix) management of auditor relationships; and (x) oversight of Portfolio compliance and tax function;
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(9) Performing corporate secretarial services including the following: (i) assist in maintaining
corporate records and good standing status of the Portfolios in their state of organization; (ii) develop and maintain calendar of annual and quarterly board approvals and regulatory filings; (iii) prepare notice, agenda, memoranda,
resolutions and background materials for legal approvals at quarterly and special board meetings and committee meetings; assemble and distribute board materials for board meetings and committee meetings; attend meetings; make presentations where
appropriate; prepare minutes; follow up on issues; prepare such periodic and special reports as the Board members may reasonably request; and (iv) provide support for written consent votes where needed;
(10) Performing blue sky compliance functions, as follows: (i) effecting and maintaining, as the case may be, the registration of shares
of the Portfolios for sale under the securities laws of the jurisdictions listed in the Written Instructions of the Portfolios, which instructions will include the amount of Shares to be registered as well as the warning threshold to be maintained;
(ii) filing with each appropriate jurisdiction the appropriate materials relating to the Portfolios; (iii) providing to the Portfolios quarterly reports of sales activity in each jurisdiction in accordance with the Written Instructions of
the Portfolios. Sales will be reported by shareholder residence. National Securities Clearing Corporation (NSCC) trades and order clearance will be reported by the state provided by the dealer at the point of sale. Trades by omnibus accounts will be
reported by trustee state of residence in accordance with the Written Instructions of the Portfolio outlining the entities which are permitted to maintain omnibus positions with the Portfolios; (iv) in the event sales of Shares in a particular
jurisdiction reach or exceed the warning levels provided in the Written Instructions of the Portfolios, NTI will promptly notify the Portfolios with a recommendation of the amount of Shares to be registered in such jurisdiction and the fee for such
registration. NTI will not register additional Shares in such jurisdiction unless and until NTI shall have received Written Instructions to do so; and (v) if NTI is instructed by the Portfolios not to register Shares in a particular
jurisdiction, NTI will use its best efforts to cause any sales in such jurisdictions to be blocked, and such sales will not be reported to NTI as sales of Shares of the Portfolios. NTI may delegate its blue sky responsibilities to a third party,
subject to such third parties agreement to be bound by the blue sky provisions of their Agreement, and NTI shall remain responsible for the delegates performance under their Agreement;
(11) Monitoring the Portfolios arrangements with respect to services provided by institutions (Servicing Agents) to their customers who
are the beneficial owners of Shares, pursuant to agreements (Servicing Agreements) between the Portfolios and such Servicing Agents including: (i) review the qualifications of Servicing Agents wishing to enter into Servicing
Agreements; (ii) assist in the execution and delivery of Servicing Agreements; (iii) report to the Board of Trustees with respect to the amounts paid or payable by the Portfolio from time to time under the Servicing Agreements and the
nature of the services provided by Servicing Agents; and (iv) maintain appropriate records in connection with their monitoring duties;
(12) Performing the following legal services: (i) prepare and file annual Post-Effective Amendments to the Portfolios registration statement;
(ii) prepare and file Rule 24f-2 Notices; (iii) prepare and file Forms N-SAR; (iv) prepare and file annual and semi-annual financial reports and Form N-CSR; (v) communicate significant regulatory or legislative developments to
Portfolio management and Board members and provide related planning assistance where needed; (vi) consult with Portfolio management regarding portfolio compliance and Portfolio corporate and regulatory issues as needed; (vii) maintain
effective communication with outside counsel; (viii) arrange D&O/E&O insurance and fidelity bond coverage for the Portfolios; (ix) assist in monitoring Portfolio Code of Ethics reporting and provide such reports to the person
designated under the Portfolios Code; (x) monitor handling of litigation by outside counsel and non-routine regulatory matters; (xi) assist in managing Commission audits of the Portfolios at NTIs principal place of business;
(xii) review sales material and advertising for Portfolio prospectus compliance; (xiii) assist in developing compliance guidelines and procedures to improve overall compliance by the Portfolios and service providers; and (xiv) prepare
compliance manuals.
3. Instructions.
a. With respect to Administration Services, NTI will have no liability when acting upon a written communication reasonably believed by NTI to be from (i) any Trustee or officer of the Trust; or
(ii) any person, whether or not
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such person is an officer or employee of the Trust, duly authorized to give such written communication on behalf of the Portfolios as indicated in writing to NTI from time to time (an
Authorized Person) and actually received by NTI (Written Instructions); or instructions, other than Written Instructions actually received by NTI from a person reasonably believed by NTI to be an Authorized Person reasonably
believed to have been executed or orally communicated by an Authorized Person (Oral Instructions). Written Instructions shall include manually executed originals and authorized electronic transmissions, including telefacsimilie of a
manually executed original or other process. NTI will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Portfolios.
b. NTI, its officers, agents or employees, shall accept Oral Instructions or Written Instructions with respect to Administration Services given to them
by any person representing or acting on behalf of the Portfolios only if said representative is an Authorized Person. The Portfolio agrees that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and
that the Portfolios failure to so confirm shall not impair in any respect NTIs right to rely on Oral Instructions.
4. Right to
Receive Advice.
With respect to Administration Services, if NTI is in doubt as to any action it should or should not take, it may request directions or advice, including Oral Instructions or Written Instructions, from or on behalf of the
Portfolios. With respect to Administration Services, if NTI shall be in doubt as to any question of law pertaining to any action it should or should not take, it may request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Portfolios or NTI , at the option of NTI ). In the event of a conflict between such directions or advice or such Oral Instructions or Written Instructions NTI receives from or on behalf of the Trust, and such advice it receives from
counsel, NTI shall be entitled to rely upon and follow the advice of counsel. NTI shall be indemnified by the Trust and without liability for any action it takes or does not take with respect to Administration Services in reasonable reliance upon
directions or advice or Oral Instructions or Written Instructions it receives from or on behalf of the Trust or from counsel and which NTI believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to impose an obligation upon NTI to seek such directions or advice or Oral Instructions or Written Instructions.
5. Advisory Services and Duties.
a. Subject to the supervision of the Board of Trustees of
the Trust, with respect to Advisory Services, NTI shall manage the investment operations of each of the Trust, and the composition of each Portfolios assets, including the purchase, retention and disposition thereof. NTI further agrees that
it:
i. shall provide supervision of the Portfolios assets, furnish a continuous investment program for such Portfolios, determine from
time to time what investments or securities will be purchased, retained or sold by the Portfolios, and what portion of the assets will be invested or held uninvested as cash;
ii. shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Portfolio in question is
trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, NTI shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for
any transaction, NTI 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, NTI may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the 1934 Act)) provided to any Portfolio and/or other account over which NTI and/or an affiliate of NTI exercises investment
discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons NTI shall attempt to obtain the best net price and execution of its orders, provided that to the extent the
execution and price available from more than one
E-17
broker, dealer or other such person are believed to be comparable, NTI may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis
of NTIs opinion of the reliability and quality of such broker, dealer or such other person; and
iii. 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 NTI, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased
in order to obtain the best overall terms available execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by NTI in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Portfolio and to such other accounts.
b. In addition, NTI shall provide the following ancillary services under this Agreement:
(1) review the preparation of reports and proxy statements to the Portfolios shareholders, the periodic updating of the Portfolios prospectus,
statement of additional information and registration statement, and the preparation of other reports and documents required to be filed by the Portfolios with the Commission;
(2) in connection with its Advisory Services, monitor anticipated purchases and redemptions by shareholders and new investors;
(3) provide assistance as requested by the Board concerning the regulatory requirements applicable to investors that invest in the Portfolios;
(4) develop and monitor investor programs for shareholders of the Portfolios, and assist in the coordination of such programs with programs offered separately by NTI to its clients;
(5) provide assistance in connection with the operations of the Portfolios generally; and
(6) provide other similar services as reasonably requested from time to time by the Board of Trustees of the Trust.
c. NTI, in connection with its Advisory Services:
(1) shall use the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and
(2) shall act in conformity with the Declaration of Trust, By-Laws, Registration Statement and instructions and the directions of the Trustees of the
Trust, and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings.
d. NTI shall:
(1) comply with all applicable Rules and Regulations of the Commission and will in
addition conduct its activities under this Agreement in accordance with other applicable law; and
(2) maintain a policy and practice of
conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of NTI. When NTI makes investment recommendations for a Portfolio, its investment advisory personnel will not
inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolios account are customers of its commercial banking department (if any) or the commercial banking department of any affiliated
bank of NTI.
E-18
e. NTI shall not, unless permitted by the Commission:
(1) permit the Portfolios to execute transactions with NTIs Bond Department; or
(2) permit the Portfolios to purchase certificates of deposit of NTI or its affiliate banks, commercial paper issued by NTIs parent holding company or other securities issued or guaranteed by NTI,
its parent holding company or their subsidiaries or affiliates.
f. NTI shall render to the Trustees of the Portfolios such periodic and
special reports as the Trustees may reasonably request.
g. The services of NTI hereunder are not deemed exclusive and NTI shall be free to
render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby.
6. Sub-Contractors.
At its discretion, NTI may provide advisory services under this Agreement through its own employees or the employees of one or
more affiliated companies that are qualified to act as investment adviser to the Trust under applicable law and either control, are controlled by or are under control with NTI, provided that: (i) all persons, when providing services hereunder,
are functioning as part of an organized group of persons; and (ii) such organized group of persons is managed at all times by NTIs authorized officers. In addition, NTI may engage one or more investment advisers that are either registered
as such or specifically exempt from registration under the Advisers Act to act as sub-advisers or co-advisers to provide with respect to any Portfolio any or all of the services set forth in this Agreement, all as shall be set forth in a written
contract approved to the extent and in the manner required by the 1940 Act and interpretations thereof by the Commission and its staff.
7.
Compensation.
a. For the services provided pursuant to Sections 2 and 5 above, the Portfolios will pay to NTI a fee, computed daily and
payable monthly, as described in the fee schedule attached as Exhibit A. The fee attributable to each Portfolio shall be the several (and not the joint or joint and several) obligation of each such Portfolio.
b. With respect to Administration Services, the Trust will also reimburse NTI monthly for its reasonable out-of-pocket expenses incurred on a
Portfolios behalf, including, but not limited to, postage, telephone, telex, overnight express charges, deconversion costs (unless otherwise agreed), costs to obtain independent security market quotes, record retention/storage, negotiated time
and materials for development and programming materials (if applicable), travel expenses and other miscellaneous fees incurred on behalf of a Portfolio. With respect to Administration Services, NTI shall not be required to pay any of the following
expenses incurred by the Portfolios: (i) membership dues in the Investment Company Institute or any similar organization; (ii) investment advisory fees; (iii) custody and transfer agency fees; (iv) fees paid under any service or
distribution plan adopted by the Portfolios; (v) costs of printing and mailing stock certificates; (vi) costs of typesetting and printing of the prospectus for regulatory purposes and for distribution to existing shareholders of the
Portfolios; (vii) costs of shareholders reports and notices; (viii) interest on borrowed money; (ix) brokerage commissions; (x) stock exchange listing fees; (xi) taxes and fees payable to federal, state and other
governmental agencies; (xii) fees of Trustees of the Portfolios who are not affiliated with NTI; (xiii) outside auditing expenses; (xiv) outside legal expenses; (xv) blue sky registration or filing fees; or (xvi) other
expenses not specified in this Section 7(b) which may be properly payable by the Portfolio. The Administrator shall not be required to pay any blue sky registration or filing fees unless and until it has received the amount of such fees from
the Portfolios.
c. With respect to Advisory Services, during the term of this Agreement, NTI will pay all expenses incurred by it in
connection with its activities under this Agreement other than the cost of (including brokerage commissions, if any) securities purchased for the Portfolios.
E-19
8. Fund Accounting System
a. NTI shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights owned and/or developed by it in connection with the services provided by NTI to the Portfolios pursuant to this Agreement
(the Administrator System).
b. NTI hereby grants to the Portfolios a limited license to the Administrator System for the sole and
limited purpose of having NTI provide the services contemplated hereunder and nothing contained in this Agreement shall be construed or interpreted otherwise and such license shall immediately terminate with the termination of this Agreement.
c. In the event that the Portfolios, including any affiliate or agent of the Portfolios or any third party acting on behalf of the
Portfolios, are provided with direct access to the Administrator System, such direct access capability shall be limited to direct entry to the Administrator System by means of on-line mainframe terminal entry or PC emulation of such mainframe
terminal entry, and any other non-conforming method of transmission of information to the Administrator System is strictly prohibited without the prior written consent of NTI.
9. Proprietary and Confidential Information.
a. The parties agree that the Proprietary
Information (defined below) is confidential information of the parties and their respective licensees. The Portfolios and NTI shall safeguard the confidentiality of the Proprietary Information of each other. The Portfolios and NTI may use the
Proprietary Information only to exercise their respective rights or perform their respective duties under this Agreement. Except as otherwise required by law, the Portfolios and NTI shall not duplicate, sell or disclose to others the Proprietary
Information of the other, in whole or in part, without the prior written permission of the affected party. The Portfolios and NTI may, however, disclose Proprietary Information to their respective employees who have a need to know the Proprietary
Information to perform work for the other, provided that the Portfolios and NTI shall use commercially reasonable best effort to ensure that the Proprietary Information is not duplicated or disclosed by their respective employees in breach of this
Agreement. The Portfolios and NTI may also disclose the Proprietary Information to independent contractors, auditors and professional advisors, provided they first agree in writing to be bound by confidentiality obligations substantially similar to
this Article 10.1. Notwithstanding the previous sentence, in no event shall either the Portfolios or NTI disclose the Proprietary Information to any competitor of the other without specific, prior written consent.
b. Proprietary Information means:
(i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Portfolios or NTI, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of them;
(ii) any scientific or technical information, design, process,
procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Portfolios or NTI a competitive advantage over their competitors;
(iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable;
E-20
(iv) all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams,
specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing of any party hereto which now exist or come into the control or possession of the other; and
(v) with respect to the Portfolios, all records and other information relative to the Portfolios and their prior, present or potential shareholders (and
clients of such shareholders).
c. The obligations of confidentiality and restriction on use herein shall not apply to any Proprietary
Information that a party proves:
(i) Was in the public domain prior to the date of this Agreement or subsequently came into the public domain
through no fault of such party; or
(ii) Was lawfully received by the party from a third party free of any obligation of confidence to such
third party; or
(iii) Was already in the possession of the party prior to receipt thereof, directly or indirectly, from the other party; or
(iv) Is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited to, giving the other party as much advance notice of the possibility of such disclosure as practical so the other party may attempt to stop such disclosure or obtain a
protective order concerning such disclosure; or
(v) Is subsequently and independently developed by employees, consultants or agents of the
party without reference to the Proprietary Information disclosed under this Agreement.
d. Notwithstanding the foregoing, it is hereby
understood and agreed by the parties hereto that any marketing strategies, customer profiles or administrative, business or shareholder servicing plans or similar items prepared or developed by NTI for the benefit of the Trust shall be considered
the Proprietary Information of the Trust and nothing in this Agreement shall be construed to prevent or prohibit the Trust from disclosing such Proprietary Information to a successor adviser or administrator.
e. The obligations of the parties hereto under this Section 9 shall survive the termination of this Agreement.
10. Name of the Trust.
NTI agrees that the name Northern may be used in the name of the Portfolios and that such name, any
related logos and any service marks containing the word Northern may be used in connection with the Portfolios business only for so long as this Agreement (including any continuance or amendment hereof) remains in effect and that
such use shall be royalty free. At such time as this Agreement shall no longer be in effect, the Portfolios will cease such use. The Portfolios acknowledge that they have no rights to the name Northern, such logos or service marks other
than those granted in this paragraph and that NTI reserves to itself the right to grant the nonexclusive right to use the name Northern, such logos or service marks to any other person, including, but not limited to, another investment
company.
11. Indemnification
a. With respect to the Advisory Services set forth in Section 5 hereof, the Trust hereby agrees to indemnify and hold harmless NTI, its directors,
officers, and employees and each person, if any, who controls NTI (collectively, the Indemnified Parties) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under
the Securities Act of 1933 (the 1933 Act), the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
E-21
alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the
Portfolios registration statement, the prospectus, the statement of additional information, or any application or other document filed in connection with the qualification of the Portfolios or Shares of the Trust under the Blue Sky or
securities laws of any jurisdiction (Application), except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue
statement or omission either pertaining to a breach of NTIs duties in connection with this Agreement or made in reliance upon and in conformity with information furnished by, through or on behalf of NTI for use in connection with the
Registration Statement, any Application, the Prospectus or the Statement of Additional Information.
b. (i) With respect to the Administration
Services and duties set forth in Section 2 hereof, the Trust shall indemnify and hold NTI harmless from and against any and all claims, costs, expenses (including reasonable attorneys fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against NTI or for which NTI may be held to be liable in connection with this Agreement or NTIs performance hereunder (a Claim), unless such Claim resulted from: (a) the
willful misfeasance, bad faith or negligence of NTI in the performance of its duties hereunder, or by reason of its reckless disregard thereof; or (b) NTIs breach of Section 9 of this Agreement.
(ii) NTI shall indemnify and hold the Trust harmless from and against any and all claims, costs, expenses (including reasonable attorneys fees),
losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Trust or for which the Trust may be held to be liable in connection with this Agreement or the Trusts performance hereunder (a
Claim), provided that such Claim resulted from: (a) the willful misfeasance, bad faith or negligence of NTI in the performance of its duties hereunder, or by reason of its reckless disregard thereof; or (b) NTIs breach of
Section 9 of this Agreement.
c. If the indemnification provided for in Section 11(a) is due in accordance with the terms of such
paragraph but is for any reason held by a court to be unavailable from the Trust, then the Trust shall contribute to the aggregate amount paid or payable by the Trust and the Indemnified Parties as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Trust and such Indemnified Parties in connection with the operation of the Trust, (ii) the relative fault
of the Trust and such Indemnified Parties, and (iii) any other relevant equitable considerations. The Trust and NTI agree that it would not be just and equitable if contribution pursuant to this subparagraph (b) were determined by pro rata
allocation or other method of allocation which does not take account of the equitable considerations referred to above in this subparagraph (b). The amount paid or payable as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subparagraph (b) shall be deemed to include any legal or other expense incurred by the Trust and the Indemnified Parties in connection with investigating or defending any such loss, claim, damage,
liability or action. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
It is understood, however, that nothing in this Section 11 shall protect any Indemnified Party against, or entitle any Indemnified Party to
indemnification against, or contribution with respect to, any liability to the Trust or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of a reckless disregard to its obligations and duties, under this Agreement or otherwise, to an extent or in a manner inconsistent with Section 17 of the 1940 Act.
d. With respect to the indemnities set forth above in Sections 11(a) and 11(b), in any case in which one party (the Indemnifying Party) may be asked to indemnify or hold another party (the
Indemnified Party) harmless, the Indemnified Party will notify the Indemnifying Party in writing promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification (an
Indemnification Claim) against the Indemnifying Party, although the failure to do so shall not relieve the Indemnifying Party from any liability which it may otherwise have to the Indemnified Party, and the Indemnified Party shall keep
the Indemnifying
E-22
Party advised with respect to all developments concerning such situation. The Indemnifying Party shall be entitled to participate at its own expense in the defense, or if it so elects, to assume
the defense of, any Indemnification Claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel of good standing chosen by the Indemnifying Party and
approved by the Indemnified Party, which approval shall not be unreasonably withheld. In the event the Indemnifying Party elects to assume the defense of any such Indemnification Claim and retain such counsel, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by the Indemnified Party. In the event that the Indemnifying Party does not elect to assume the defense of any such Indemnification Claim, or in case the Indemnified Party reasonably does not
approve of counsel chosen by the Indemnifying Party, or in case there is a conflict of interest between the Indemnifying Party or the Indemnified Party, the Indemnifying Party will reimburse the Indemnified Party for the fees and expenses of any
counsel retained by the Indemnified Party. The Indemnified Party will not confess any Indemnification Claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying
Partys prior written consent. Neither the Trust nor NTI shall be liable for consequential damages under this Agreement. The obligations of the parties hereto under this Section 11 shall survive the termination of this Agreement.
12. Duration and Termination.
Insofar as the holders of Shares representing the interests in the Portfolios are affected by this
Agreement, it shall continue, unless sooner terminated as provided herein, until June 30, 2015, and, insofar as the holders of Shares representing the interests in any subsequently created Portfolios are affected by this Agreement, it (as
supplemented by the terms specified in any notice and agreement pursuant to Section 1(b) hereof) shall continue (assuming approval by the initial holder(s) of Shares of such Portfolio) until June 30 of the year following the year in which
the Portfolio becomes a Portfolio hereunder, and with respect to each Portfolio thereafter shall continue automatically for periods of one year so long as each such latter continuance is approved at least annually (a) by the vote of a majority
of the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined by the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of
the Trust or by a vote of a majority of the outstanding Shares (as defined with respect to voting securities in the 1940 Act) representing the interests in such Portfolio; provided, however, that this Agreement may be terminated by the Trust as to
any Portfolio at any time, without the payment of any penalty, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding Shares (as so defined) representing the interests in the Portfolio affected thereby on 60
days written notice to NTI at any time, or by NTI at any time, without payment of any penalty, on 60 days written notice to the Trust. The requirement that this Agreement be approved at least annually shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically and immediately terminate in the event of its assignment (as defined by the 1940 Act).
13. Amendment of this Agreement.
This Agreement may be amended by mutual consent of the parties, and the consent of the Trust on behalf of the
Portfolios must be approved by vote of a majority of those Trustees of the Portfolios who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of
voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the Commission and its staff, by vote of a majority of the outstanding Shares (as defined with respect to voting securities by the 1940 Act)
representing the interests in each Portfolio affected by such amendment.
14. Notices.
Notices shall be addressed if to the Portfolios
at 50 South LaSalle Street, Chicago, Illinois 60603, Attention: Craig Carberry with a copy to Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, Attention: Diana E. McCarthy, or at or at such
other address or to such other individual as shall be so specified by the Portfolios to NTI. Notices shall be addressed if to NTI at Northern Trust Investments, Inc., 50 South LaSalle Street, Chicago, Illinois 60603, Attention: Craig Carberry or at
such other address or to such other individual as shall be so specified by NTI to the Trust.
15. Counterparts.
This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
E-23
16. Further Actions.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
17. Miscellaneous.
a.
Entire Agreement.
This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, including the Investment Advisory and Ancillary Services Agreement dated as of January 9, 2008, as amended, and the Fund Administration Agreement dated as of January 1, 2009, as amended
provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.
b.
Captions.
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
c.
Governing Law.
The laws of the State of Illinois, excluding the laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement (except as to Section 17(f) hereof which shall be construed in accordance with the laws of the State of Delaware). All actions arising from or related to this Agreement shall be brought in the state and federal
courts sitting in the City of Chicago, and the parties hereby submit themselves to the exclusive jurisdiction of those courts.
d.
Partial
Invalidity.
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Notwithstanding the foregoing sentence, if any provision
of this Agreement relating directly or indirectly to the term of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties shall immediately negotiate in good faith in order to agree upon a new
provision which is either (i) the economic equivalent of the invalid provision or (ii) acceptable to the party adversely affected by the invalidity of the prior provision.
e.
Customer Identification Program Notice.
To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to
obtain, verify and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of NTI affiliates are financial institutions, and NTI may, as a matter
of policy, request (or may have already requested) the Trusts name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that partys date of birth. NTI may
also ask (and may have already asked) for additional identifying information, and NTI may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.
f.
Liability of Trustees, etc.
This Agreement is executed by or on behalf of the Trust with respect to each of the Portfolios and the obligations
hereunder are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the Portfolio to which such obligations pertain and the assets and property of such Portfolio. All obligations of the
Trust under this Agreement shall apply only on a Portfolio-by-Portfolio basis, and the assets of one Portfolio shall not be liable for the obligations of another Portfolio. The Trusts Declaration of Trust is on file with the Trust.
g.
Legal Advice.
Notwithstanding anything in this Agreement to the contrary, the services of NTI neither constitute, nor shall they be construed
as constituting, legal advice or the provision of legal services for or on behalf of the Trust or any other person.
h.
Books and
Records.
NTI shall maintain, and preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act, such records as are required to be maintained by Rule 31a-1 of the Commission under the 1940 Act (other than clause
(b) (4) and paragraphs (c), (d) and (e) thereof). The Advisers further agree that all records which they maintain for the Trust are the property of the Trust and they shall surrender promptly to the Trust any of such records upon
the Trusts request.
E-24
NORTHERN INSTITUTIONAL FUNDS
By:
Name:
Title:
NORTHERN TRUST INVESTMENTS, INC.
By:
Name:
Title:
E-25
EXHIBIT A PORTFOLIO AND MANAGEMENT FEES
The Trust shall pay NTI a fee at the annual rate calculated as a percentage of the Current Portfolios assets as set forth below:
|
|
|
|
|
FUND
|
|
FEE RATE (%)
|
|
Liquid Assets
|
|
|
0.10
|
%
|
E-26
APPENDIX F
FEES PAID TO NTI BY FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
The following table sets forth the advisory fee rate paid to NTI and assets under management of each registered investment company with
an investment objective similar to the investment objective of any of the Portfolios. The information is as of each registered investment companys most recently completed fiscal year for which such information is publicly available. Rates are
provided as a percentage of average daily net assets unless otherwise indicated.
Money market funds that seek to maintain a
stable net asset value (NAV) of $1.00 per share
|
|
|
|
|
|
|
|
|
Fund/Portfolio
|
|
Effective Advisory
Fee Rate (as a %
of average daily
net assets)
|
|
|
Net Assets ($)
|
|
Northern California Municipal Money Market Fund
|
|
|
0.25
|
%
|
|
|
369,955,000
|
|
Northern Money Market Fund
|
|
|
0.25
|
%
|
|
|
8,576,752,000
|
|
Northern Municipal Money Market Fund
|
|
|
0.25
|
%
|
|
|
6,657,305,000
|
|
Northern U.S. Government Money Market Fund
|
|
|
0.25
|
%
|
|
|
1,329,392,000
|
|
Northern U.S. Government Select Money Market Fund
|
|
|
0.25
|
%
|
|
|
3,537,631,000
|
|
F-1
APPENDIX G
PRO FORMA
FEE TABLES
The following tables compare the fees currently charged by each Portfolio with the
pro forma
fees that would apply if the Proposed Management Agreement was approved by shareholders. Each table
shows the Portfolios current fee table from its most recent prospectus and compares the similar fees that will be applicable if the Proposed Management Agreement is approved.
G-1
Diversified Assets Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-2
Diversified Assets Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-3
Diversified Assets Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-4
U.S. Government Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-5
U.S. Government Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Servicing Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-6
U.S. Government Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT (pro forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Servicing Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-7
U.S. Government Select Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your
investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.32
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.22
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
(1) Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the
Portfolio to 0.10% of the Portfolios average daily net assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees,
extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to
third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are
included in Management Fees for this presentation) and Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2) Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing
fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership
dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.20%.
This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust
Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-8
U.S. Government Select Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your
investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.58
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.48
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
(1) Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the
Portfolio to 0.10% of the Portfolios average daily net assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees,
extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to
third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are
included in Management Fees for this presentation) and Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2) Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing
fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership
dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.20%.
This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust
Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-9
U.S. Government Select Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.84
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.74
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-10
Treasury Portfolio - Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
None
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio
Operating Expenses
|
|
|
|
|
|
|
0.32
|
%
|
|
Total Annual Portfolio
Operating Expenses
|
|
|
|
|
|
|
0.22
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
(1) Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the
Portfolio to 0.10% of the Portfolios average daily net assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees,
extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to
third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are
included in Management Fees for this presentation) and Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2) Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing
fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership
dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.20%.
This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust
Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-11
Treasury Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.58
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.48
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-12
Treasury Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.84
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.74
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-13
Tax-Exempt Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.37
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.35
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-14
Tax-Exempt Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.63
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.61
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-15
Tax-Exempt Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.33
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.89
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.02
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.87
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment
advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to
each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the
Portfolios Administration Fees (which are included in Management Fees for this presentation) and Other Expenses exceed 0.10%. This contractual limitation may not be terminated before April 1, 2014 without the
approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.35%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-16
Municipal Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.04
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.02
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.32
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.22
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.20
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-17
Municipal Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.30
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.58
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.48
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.46
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-18
Municipal Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.30
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.18
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.56
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.84
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.74
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.12
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.72
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.20%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-19
Liquid Assets Portfolio
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
Management Fees
|
|
|
0.35
|
%
|
|
Management Fees
|
|
|
0.10
|
%
|
Other Expenses
|
|
|
0.02
|
%
|
|
Other Expenses
|
|
|
0.02
|
%
|
Total Annual Portfolio Operating Expenses
|
|
|
0.37
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
0.12
|
%
|
Expense Reimbursement
(1)(2)
|
|
|
(0.27
|
)%
|
|
Expense Reimbursement
(3)
|
|
|
(0.02
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
0.10
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
0.10
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.00% of the Portfolios average daily net
assets; and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, the Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.10%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
As
of the date of this Prospectus, The Northern Trust Company (TNTC) has contractually agreed to waive its custody and transfer agency fees until at least April 1, 2014. After this date, TNTC may terminate this contractual arrangement
provided that it has given the Portfolio 60 days prior written notice of such termination. The Portfolios Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Portfolio
and its shareholders.
(3)
Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund
fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the
Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to the extent the Total Annual Portfolio Operating Expenses exceed 0.10%. This contractual
limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate
of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-20
Prime Obligations Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.25
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.13
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.03
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.05
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.18
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.13
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.03
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.15
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.15
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, the Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.05%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.15%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-21
Prime Obligations Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
Shares
|
|
|
|
|
|
|
|
Service
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.25
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.13
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.29
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.31
|
%
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.04
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.54
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.44
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.13
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.03
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.41
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.41
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, the Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.05%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.15%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-22
Prime Obligations Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier
Shares
|
|
|
|
|
|
|
|
Premier
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.25
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.13
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.55
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.57
|
%
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.05
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.05
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.80
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.70
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.13
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.03
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.67
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.67
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, the Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.05%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.15%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-23
Prime Obligations Portfolio GFS Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ADVISORY AGREEMENT
AND
ADMINISTRATION AGREEMENT
|
|
|
PROPOSED MANAGEMENT
AGREEMENT
(pro
forma)
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Shareholder Fees
(fees paid directly from your investment)
|
|
None
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that you pay as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GFS
Shares
|
|
|
|
|
|
|
|
GFS
Shares
|
|
Management Fees
|
|
|
|
|
|
|
0.25
|
%
|
|
Management Fees
|
|
|
|
|
|
|
0.13
|
%
|
Other Expenses
|
|
|
|
|
|
|
0.03
|
%
|
|
Other Expenses
|
|
|
|
|
|
|
0.05
|
%
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
Transfer Agency Fees
|
|
|
0.02
|
%
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
|
Service Agent Fees
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Expenses
|
|
|
0.03
|
%
|
|
|
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.28
|
%
|
|
Total Annual Portfolio Operating Expenses
|
|
|
|
|
|
|
0.18
|
%
|
Expense Reimbursement
(1)
|
|
|
|
|
|
|
(0.13
|
)%
|
|
Expense Reimbursement
(2)
|
|
|
|
|
|
|
(0.03
|
)%
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.15
|
%
|
|
Total Annual Portfolio Operating Expenses After Expense Reimbursement
|
|
|
|
|
|
|
0.15
|
%
|
(1)
Northern Trust Investments, Inc. has contractually agreed to limit the management fees charged to the Portfolio to 0.10% of the Portfolios average daily net
assets and to reimburse certain expenses of the Portfolio (including the administration fee, but excluding the investment advisory fee and transfer agency fee, servicing fees, extraordinary expenses such as taxes, interest, and indemnification
expenses, acquired fund fees and expenses, the Portfolios proportionate share of the increase in compensation paid to each Independent Trustee, expenses related to third-party consultants engaged by the Board of Trustees of Northern
Institutional Funds and membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum) to the extent the Portfolios Administration Fees (which are included in Management Fees for this presentation) and
Other Expenses exceed 0.05%. These contractual limitations may not be terminated before April 1, 2014 without the approval of the Board of Trustees.
(2)
Northern Trust Investments, Inc. has contractually agreed to
reimburse a portion of the operating expenses of the Portfolio (other than servicing fees, acquired fund fees and expenses; each Portfolios proportionate share of the increase in compensation paid to each Independent Trustee; expenses related
to third party consultants engaged by the Board of Trustees of the Trust; membership dues paid to the Investment Company Institute and Mutual Fund Directors Forum; and extraordinary expenses such as taxes, interest, and indemnification expenses) to
the extent the Total Annual Portfolio Operating Expenses exceed 0.15%. This contractual limitation may not be terminated before April 1, 2016 without the approval of the Board of Trustees. Northern Trust Investments, Inc. serves as
the investment adviser and administrator to the Portfolio. The Northern Trust Company, an affiliate of Northern Trust Investments, Inc., serves as transfer agent, custodian and sub-administrator to the Portfolio.
G-24
APPENDIX H
EXPENSE EXAMPLES
Expense Examples
The examples are
intended to help you compare the cost of investing in the relevant Portfolio both before and after the approval of the Proposed Management Agreement. The examples assume that you invest $10,000 for the time periods indicated (with reinvestment of
all dividends and distributions) and then redeem all of your shares at the end of those periods. The examples also assume that your investment has a 5% return each year and that the operating expenses remain the same (taking into account the expense
reimbursement arrangement for one year). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Diversified Assets Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
Diversified Assets Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
Diversified Assets Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
U.S. Government Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
U.S. Government Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
U.S. Government Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
H-1
U.S. Government Select Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
20
|
|
|
$
|
91
|
|
|
$
|
168
|
|
|
$
|
394
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
20
|
|
|
$
|
69
|
|
|
$
|
122
|
|
|
$
|
278
|
|
U.S. Government Select Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
47
|
|
|
$
|
174
|
|
|
$
|
312
|
|
|
$
|
714
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
47
|
|
|
$
|
152
|
|
|
$
|
267
|
|
|
$
|
602
|
|
U.S. Government Select Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
74
|
|
|
$
|
256
|
|
|
$
|
454
|
|
|
$
|
1,026
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
74
|
|
|
$
|
235
|
|
|
$
|
410
|
|
|
$
|
917
|
|
Treasury Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
20
|
|
|
$
|
91
|
|
|
$
|
168
|
|
|
$
|
394
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
20
|
|
|
$
|
69
|
|
|
$
|
122
|
|
|
$
|
278
|
|
Treasury Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
47
|
|
|
$
|
174
|
|
|
$
|
312
|
|
|
$
|
714
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
47
|
|
|
$
|
152
|
|
|
$
|
267
|
|
|
$
|
602
|
|
Treasury Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
74
|
|
|
$
|
256
|
|
|
$
|
454
|
|
|
$
|
1,026
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
74
|
|
|
$
|
235
|
|
|
$
|
410
|
|
|
$
|
917
|
|
Tax-Exempt Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
36
|
|
|
$
|
117
|
|
|
$
|
206
|
|
|
$
|
466
|
|
Tax-Exempt Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
62
|
|
|
$
|
200
|
|
|
$
|
349
|
|
|
$
|
784
|
|
H-2
Tax-Exempt Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
491
|
|
|
$
|
1,094
|
|
Municipal Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
20
|
|
|
$
|
91
|
|
|
$
|
168
|
|
|
$
|
394
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
20
|
|
|
$
|
69
|
|
|
$
|
122
|
|
|
$
|
278
|
|
Municipal Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
47
|
|
|
$
|
174
|
|
|
$
|
312
|
|
|
$
|
714
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
47
|
|
|
$
|
152
|
|
|
$
|
267
|
|
|
$
|
602
|
|
Municipal Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
74
|
|
|
$
|
256
|
|
|
$
|
454
|
|
|
$
|
1,026
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
74
|
|
|
$
|
235
|
|
|
$
|
410
|
|
|
$
|
917
|
|
Prime Obligations Portfolio Service Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
42
|
|
|
$
|
160
|
|
|
$
|
289
|
|
|
$
|
665
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
42
|
|
|
$
|
138
|
|
|
$
|
243
|
|
|
$
|
552
|
|
Prime Obligations Portfolio Premier Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
68
|
|
|
$
|
242
|
|
|
$
|
431
|
|
|
$
|
978
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
68
|
|
|
$
|
221
|
|
|
$
|
387
|
|
|
$
|
868
|
|
Prime Obligations Portfolio GFS Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
15
|
|
|
$
|
77
|
|
|
$
|
144
|
|
|
$
|
343
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
15
|
|
|
$
|
55
|
|
|
$
|
98
|
|
|
$
|
227
|
|
Prime Obligations Portfolio Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
15
|
|
|
$
|
53
|
|
|
$
|
94
|
|
|
$
|
215
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
15
|
|
|
$
|
55
|
|
|
$
|
98
|
|
|
$
|
227
|
|
Liquid Assets Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 YEAR
|
|
|
3 YEAR
|
|
|
5 YEAR
|
|
|
10 YEAR
|
|
Current Advisory and Administration Agreements
|
|
$
|
10
|
|
|
$
|
37
|
|
|
$
|
66
|
|
|
$
|
152
|
|
Proposed Management Agreement
(pro forma)
|
|
$
|
10
|
|
|
$
|
37
|
|
|
$
|
66
|
|
|
$
|
152
|
|
H-3
APPENDIX I
FEES PAYABLE TO NTI UNDER THE CURRENT AGREEMENTS AND FEES PAYABLE UNDER THE PROPOSED MANAGEMENT AGREEMENTS
The following table allows you to compare the advisory and administration fees payable to NTI under the Current Agreements during each
Portfolios last fiscal year with the Proposed Management Fees payable to NTI during the fiscal year had the Proposed Management Agreements been in effect for the entire fiscal year. The advisory fees payable in fiscal year 2013 for the U.S.
Government Select, Treasury, Municipal, Prime Obligations and Liquid Assets Portfolios reflect advisory fees contractually waived by NTI. If the Proposed Management Agreement is approved by shareholders, NTI will not enter into a new waiver
agreement with the U.S. Government Select, Treasury, Municipal, Prime Obligations and Liquid Assets Portfolios. NTI, as administrator is also contractually obligated to reimburse Administration Fees and other expenses of each
of the Portfolios, subject to certain limitations, that exceed on an annualized basis 0.10% of each Portfolios average daily net assets. If the Proposed Management Agreement is approved, NTI will enter into a new expense reimbursement
agreement with the Portfolios such that total annual fund operating expenses after reimbursements will be the same under the Proposed Management Fee as under the Current Agreements. In addition, NTI may voluntarily waive advisory fees or reimburse
additional expense to prevent a negative yield.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
Advisory Fees
Paid for Fiscal
Year Ended
11/30/2013
|
|
|
Administration
Fees Paid for Fiscal
Year Ended
11/30/2013
|
|
|
Total Combined
for Fiscal Year
Ended
11/30/2013
|
|
|
Proposed
Management
Fees Payable
|
|
|
Difference
|
|
Diversified Assets
|
|
$
|
25,671,159
|
|
|
$
|
10,268,381
|
|
|
$
|
35,939,540
|
|
|
$
|
33,894,703
|
|
|
$
|
(2,044,837
|
)
|
U.S. Government
|
|
|
20,014,116
|
|
|
|
8,005,584
|
|
|
|
28,019,700
|
|
|
|
26,423,647
|
|
|
|
(1,596,053
|
)
|
U.S. Government Select
|
|
|
18,788,039
|
|
|
|
18,788,039
|
|
|
|
37,576,078
|
|
|
|
33,826,284
|
|
|
|
(3,749,794
|
)
|
Treasury
|
|
|
10,500,928
|
|
|
|
10,500,928
|
|
|
|
21,001,856
|
|
|
|
18,905,722
|
|
|
|
(2,096,134
|
)
|
Tax-Exempt
|
|
|
3,783,148
|
|
|
|
1,513,247
|
|
|
|
5,296,395
|
|
|
|
4,995,161
|
|
|
|
(301,234
|
)
|
Municipal
|
|
|
4,998,878
|
|
|
|
4,998,878
|
|
|
|
9,997,756
|
|
|
|
9,000,061
|
|
|
|
(997,695
|
)
|
Prime Obligations
|
|
|
4,179,598
|
|
|
|
4,179,598
|
|
|
|
8,359,196
|
|
|
|
5,434,676
|
|
|
|
(2,924,520
|
)
|
Liquid Assets
|
|
|
0
|
|
|
|
1,685,752
|
|
|
|
1,685,752
|
|
|
|
1,685,752
|
|
|
|
|
|
I-1
APPENDIX J
NONADVISORY FEES PAID TO NTI AND ITS AFFILIATES
For the fiscal year ended November 30, 2013, the amount of administration (with respect to NTI), custody and fund accounting and transfer agency fees incurred by each Portfolio was as follows:
|
|
|
|
|
|
|
|
|
|
|
Custody and Fund
Accounting Fees
|
|
|
Transfer
Agency Fees
|
|
Diversified Assets Portfolio
|
|
$
|
1,082,010
|
|
|
$
|
72,921
|
|
Municipal Portfolio
|
|
|
515,898
|
|
|
|
45,534
|
|
Tax-Exempt Portfolio
|
|
|
167,245
|
|
|
|
24,796
|
|
Treasury Portfolio
|
|
|
1,128,533
|
|
|
|
39,269
|
|
U.S. Government Portfolio
|
|
|
884,017
|
|
|
|
47,556
|
|
U.S. Government Select Portfolio
|
|
|
1,965,924
|
|
|
|
143,211
|
|
Liquid Assets Portfolio
|
|
|
0
|
|
|
|
0
|
|
Prime Obligations Portfolio
|
|
|
465,832
|
|
|
|
54,224
|
|
J-1
APPENDIX K
PRINCIPAL OFFICERS OF NORTHERN TRUST INVESTMENTS, INC.
The principal executive officers of Northern Trust Investments, Inc., each with a principal business address at 50 South LaSalle Street, Chicago, Illinois, 60603, are listed below.
Director, Executive Vice President, Chairman, President & Chief Executive Officer
Stephen N. Potter
Director, Executive Vice President, Cashier
Alan W.
Robertson
Director, Executive Vice President, Chief Investment Officer & Senior Trust Officer
Robert P. Browne
Director, Senior Vice President & Chief Operating Officer
Christopher W. Carlson
Director, Senior Vice President, Chief Financial Officer & Treasurer
Sheri B. Hawkins
Director, Executive Vice President
Lloyd Wennlund
Director, Executive Vice President
Shundrawn A. Thomas
Director, Senior Vice President
Joseph W. McInerney
Senior Vice President & Chief Compliance Officer
Anthony P. Pecora
Secretary
Craig R. Carberry
Assistant Trust Officer
Richard Bartholomew
K-1
APPENDIX L
BOARD CONSIDERATIONS IN APPROVING THE PROPOSED MANAGEMENT
AGREEMENT
The Board of Trustees of Northern Institutional Funds (NIF
Trustees) oversees and reviews the investment performance and expenses of the Northern Institutional Funds at regularly scheduled meetings held during the Funds fiscal year.
The NIF Trustees, including a majority of the Trustees who are not parties to the Proposed Management Agreement (NIF Management Agreement) or interested persons (as defined by the
1940 Act) of any party thereto (the NIF Independent Trustees) voting separately, approved the NIF Management Agreement on February 14, 2014 and recommended that shareholders of each Fund approve the NIF Management Agreement. The
foregoing meeting is referred to below as the NIF Contract Meeting.
The NIF Trustees received written materials and verbal
presentations relating to the NIF Management Agreement in preparation for their consideration of the Agreement, including reports from the Boards Governance Committee, which reviewed certain information pertinent to the NIF Management
Agreement at its meeting. At the NIF Contract Meeting, the NIF Board considered the applicable reports and presentations and discussed the information that had been provided. In connection with their deliberations, the NIF Independent Trustees met
separately with and were advised by their independent legal counsel regarding their responsibilities under applicable law. They also met in executive sessions at the NIF Contract Meeting without employees of NTI present.
In evaluating the NIF Management Agreement at the NIF Contract Meeting, the NIF Trustees relied upon their knowledge, resulting from their meetings and
other interactions throughout the year and past years, of NTI, its services and the Northern Institutional Funds. The NIF Trustees received materials relating to NTIs investment management services both in meetings specifically dedicated to
the review of the NIF Management Agreement and in other meetings held during the year. These materials included: (i) information on the investment performance of the Funds in comparison to other mutual funds and benchmark indices;
(ii) compliance reports; (iii) information about NTIs and its affiliates risk management processes; (iv) fees charged to and expenses borne by the Funds; (v) NTIs profitability and costs; (vi) the
qualifications of NTI and its affiliates to provide services to the Funds; and (vii) policies adopted by NTI regarding brokerage, including soft dollars, trade allocations and other matters.
The NIF Trustees reviewed, among other things, information specifically relating to: (i) the terms of the NIF Management Agreement; (ii) the
Funds investment performance over different time periods in comparison to the investment performance of mutual fund peer groups and categories selected by Lipper Inc. (Lipper), a
third-party
provider of mutual fund data; (iii) the contractual Management Fees and the Funds total expenses (after expense reimbursements) in comparison to those borne by mutual fund peer groups and categories selected by Lipper; (iv) the
Management Fees charged to the Funds compared to the management fees charged by NTI to NTIs other comparable institutional accounts; (v) NTIs staffing for the Funds and the experience of the portfolio managers and other personnel;
(vi) NTIs financial resources and its ability to attract and retain portfolio management talent; (vii) NTIs investments in technology to benefit the Funds; (viii) the fees paid by the Funds to NTI and its affiliates for
services, and the expenses incurred by them in connection with the provision of those services; and (ix) the benefits received by NTI and its affiliates from their relationships with the Funds. In evaluating the NIF Management Agreement for
each of the Funds, the NIF Trustees gave weight to various factors, but did not identify any single factor as controlling their decision.
Nature, Quality and Extent of Services
The NIF Trustees considered, as part of their review, the nature, quality and extent of the services provided by NTI. In this regard, they considered both
the investment advisory services, and the administrative and other
L-1
non-advisory services that are provided to the Funds by NTI and its affiliates. These services include acting as the Funds administrator, custodian and transfer agent. The Trustees
considered the quality of NTIs communications with and services to shareholders, as well as the expenditures made by NTI and its affiliates to improve the quality and scope of their services to the Funds. They noted NTIs enhancements to
the pricing and fund accounting systems made during the year and other investments in technology. The NIF Trustees also considered the strength of NTIs and its affiliates risk management processes, NTIs compliance oversight program
with respect to all of the Funds service providers and the continued active involvement of internal audit in reviewing operations related to the Funds. In addition, they noted NTIs and its affiliates strong financial position,
stability and willingness to support the Funds. The NIF Trustees concluded that NTI was able to commit, and had committed, substantial financial and other resources to the operations of the Funds and was able to provide quality services to the
Funds.
Performance
The NIF
Trustees considered the investment performance of the Funds. They first considered whether the Funds had operated within their respective investment objectives, as well as their compliance with their investment restrictions. For Funds that had been
in existence for the applicable periods, the Trustees received information on their investment performance for one, two, three, four, five and ten years, as well as performance for the most recent quarter and year-to-date. The Trustees compared the
investment performance of the Funds to the performance of other Securities and Exchange Commission (SEC) registered funds and to rankings issued by Lipper. The NIF Trustees concluded based on the information received and, taking into
account the low interest rate environment, that each Funds performance was satisfactory.
Fees, Profitability and Costs
The NIF Trustees also evaluated the Funds contractual management fee rates; the Funds total operating expense ratios;
NTIs contractual commitments to continue expense reimbursements for at least one year with respect to the Funds; and whether a consistent methodology was in place in determining the fees and expenses of the Funds. In this regard, the NIF
Trustees considered that the proposed Management Fees for the Funds would be, in all cases, lower than the current combined contractual advisory and administration fees, and that the total annual fund operating expenses before reimbursements would
be lower than under the current advisory and administration agreements. The NIF Trustees also considered that net expenses paid by the shareholders would be the same as under the current advisory and administration agreements.
The NIF Trustees reviewed information on the proposed Management Fee rates under the NIF Management Agreement and the Funds total operating expense
ratios compared to similar information for mutual funds advised by unaffiliated investment management firms. The comparisons of the Funds fee rates and total operating expense ratios were prepared by Lipper. The NIF Trustees considered that
each of the Funds total operating expense ratios after reimbursement of expenses was below its respective Lipper peer objective median, except for three Funds which were slightly above the median.
The NIF Trustees also reviewed information comparing the Funds proposed Management Fee rates to the fee rates charged by NTI to similarly managed,
private institutional accounts. They noted that there were not applicable comparisons for each Fund. For Funds where there were applicable comparisons, the NIF Trustees considered the differences in, and level of complexity of, services provided by
NTI with regard to the private institutional accounts, as well as regulatory, operational and compliance differences, board and committee support and other differences. These comparisons assisted the NIF Trustees in evaluating the reasonableness of
the investment advisory fees paid by the Funds.
In addition, the NIF Trustees considered the amount of assets in the Funds; the
information provided by NTI relating to the costs of the services provided by it and its affiliates; and the profits realized by them through their relationship on a Fund-by-Fund basis. The NIF Trustees reviewed NTIs assumptions and
methodology for
L-2
allocating costs to each Fund, recognizing that cost allocation methodologies are inherently subjective and not audited. The Trustees reviewed information with respect to NTIs profitability
compared to other publicly-traded advisers. They considered that comparisons of management agreement profitability across fund families are difficult because of numerous factors, including the type of funds managed, business mix, cost allocation
methodologies and other factors. The NIF Trustees concluded that NTIs profitability was not unreasonable based on the services and benefits provided and the costs assumed by NTI.
Economies of Scale
The NIF Trustees considered whether NTI had passed, and was likely to
continue to pass, benefits from its economies of scale to shareholders. In this regard, the NIF Trustees considered NTIs view that the Funds may be sharing in economies of scale through the level at which the Funds management fees are
set and through NTIs contractual expense reimbursements that limit the expenses for the Funds to specific levels.
Other Benefits to
NTI
The Trustees also reviewed other benefits accruing to NTI and its affiliates as a result of their relationship with the Funds. Those
benefits included fees received by the affiliates for transfer agency, custodial and administrative functions. The Trustees also considered that many of the Funds shareholders had other client relationships with TNTC. In addition, the Trustees
considered that the scale of the Funds provided opportunities to Northern to obtain securities trading advantages for its other advisory clients. The Trustees also considered the extent to which NTI and its other clients, as well as the Funds,
benefited from receipt of the research products and services generated by the Funds equity investment portfolios.
After deliberation,
the NIF Trustees concluded at the NIF Contract Meeting with respect to all of the Funds that the Management Fees paid by the Funds were reasonable in light of the services provided by NTI, its costs and the Funds asset levels, and that the NIF
Management Agreement should be approved.
L-3
APPENDIX M
FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Fees billed by Ernst & Young LLP (E&Y), independent registered public accounting firm, related to the registrant. E&Y billed the registrant aggregate fees for services
rendered to the registrant for the last two fiscal years ended November 30th as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
All fees and
services to
the
Trust that were
pre-approved
|
|
|
All Fees and
services to
service affiliates
that were
pre-approved
|
|
|
All Fees and
services to
the Trust
that
were
pre-approved
|
|
|
All fees and
services to
service affiliates
that were
pre-approved
|
|
(a) Audit Fees
|
|
$
|
156,000
|
|
|
|
N/A
|
|
|
$
|
147,800
|
|
|
|
N/A
|
|
(b) Audit-Related Fees
|
|
$
|
0
|
|
|
$
|
10
|
|
|
$
|
5,000
|
|
|
$
|
0
|
|
(c) Tax Fees
|
|
$
|
26,400
|
(1)
|
|
$
|
135,000
|
(2)
|
|
$
|
42,500
|
(1)
|
|
$
|
155,000
|
(2)(3)
|
(d) All Other Fees
|
|
$
|
0
|
|
|
$
|
136,775
|
(4)(5)
|
|
$
|
0
|
|
|
$
|
132,480
|
(4)(5)
|
(1)
|
Federal and state tax return review. Excise tax return review.
|
(2)
|
Subscription to online support for foreign tax matters ($135,000).
|
(3)
|
Agreed upon procedures relating to foreign tax review ($20,000).
|
(4)
|
Agreed upon procedures relating to transfer agent ($33,200 and $31,500 for fiscal years 2013 and 2012, respectively).
|
(5)
|
Subscription to online technical support for research on specific accounting, tax and technical matters ($103,575 and $100,980 for fiscal years 2013 and 2012,
respectively).
|
Service affiliates as it relates to the aggregate Audit Fees, Audit-Related
Fees, Tax Fees and All Other Fees that were billed by E&Y for the fiscal years ended November 30, 2013 and November 30, 2012 are Northern Trust Investments, Inc. (NTI) and entities controlling,
controlled by or under common control with NTI that provide ongoing services to the registrant for assurance and related services that relate directly to the operations and financial reporting of the registrant. Audit-Related Fees are
fees that are reasonably related to the performance of the audit or review of the registrants financial statements, but not reported as Audit Fees. Tax Fees are fees for professional services rendered by E&Y for tax
compliance, tax advice and tax planning. All Other Fees are for products and services provided by E&Y other than those reported as Audit, Audit-Related or Tax Fees.
M-1
APPENDIX N
NORTHERN TRUSTS VOTING AND/OR INVESTMENT POWER OVER FUND SHARES
As of February 24, 2014, TNTC and/or its affiliates, 50 South LaSalle Street, Chicago, IL 60603, possessed sole or shared voting and/or investment power for its customer accounts with respect to the
outstanding shares of each of the following Portfolios. The percentages of shares subject to voting arrangements with Institutional Shareholder Services or that will be voted by TNTCs Proxy Voting Committee are as follows:
|
|
|
|
|
|
|
|
|
|
|
AMOUNT AND PERCENTAGE OF
OUTSTANDING
SHARES
|
|
FUND
|
|
AMOUNT OF
SHARES
|
|
|
PERCENTAGE OF
SHARES (%)
|
|
Diversified Assets Portfolio
|
|
|
508,282,302.90
|
|
|
|
4.75
|
%
|
Municipal Portfolio
|
|
|
303,716,725.33
|
|
|
|
6.24
|
%
|
Tax-Exempt Portfolio
|
|
|
463,083,105.49
|
|
|
|
37.31
|
%
|
Treasury Portfolio
|
|
|
116,199,468.23
|
|
|
|
0.93
|
%
|
U.S. Government Portfolio
|
|
|
21,580,162.31
|
|
|
|
0.31
|
%
|
U.S. Government Select Portfolio
|
|
|
289,706,019.75
|
|
|
|
1.64
|
%
|
Liquid Assets Portfolio
|
|
|
64,110,411.20
|
|
|
|
3.33
|
%
|
Prime Obligations Portfolio
|
|
|
19,811,241.71
|
|
|
|
0.62
|
%
|
N-1