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Northern Institutional Funds – ‘POS AMI’ on 9/17/14

On:  Wednesday, 9/17/14, at 5:11pm ET   ·   Accession #:  1193125-14-344523   ·   File #:  811-03605

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/17/14  Northern Institutional Funds      POS AMI                3:431K                                   RR Donnelley/FALiquid Assets Portfolio

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Northern Institutional Funds                        HTML    247K 
 3: EX-99.(D)(15)  Expense Reimbursement Agreement Dated October    HTML     12K 
                          1, 2014                                                
 2: EX-99.(D)(3)  Management Agreement Dated June 30, 2014          HTML     59K 


POS AMI   —   Northern Institutional Funds


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  Northern Institutional Funds  

As filed with the Securities and Exchange Commission on September 17, 2014

Investment Company Act of 1940

Registration No. 811-03605

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

   Amendment No. 92   x

(Check appropriate box or boxes)

 

 

NORTHERN INSTITUTIONAL FUNDS

(Exact Name of Registrant as Specified in Charter)

 

 

50 South LaSalle Street

Chicago, Illinois 60603

(Address of Principal Executive Offices)

800-637-1380

(Registrant’s Telephone Number, including Area Code)

 

 

 

Name and Address of Agent for Service:   with a copy to:

Diana E. McCarthy

Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, Pennsylvania 19103-6996

 

Craig R. Carberry, Secretary

The Northern Trust Company

50 South LaSalle Street, MB-09

Chicago, Illinois 60603

 

 

This Amendment No. 92 to the Registration Statement on Form N-1A has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to shares of beneficial interest in its Liquid Assets Portfolio. Shares of beneficial interest in this Portfolio are not registered under the Securities Act of 1933 (the “1933 Act”), in accordance with Regulation D under the 1933 Act, as amended.

 

 

 


Explanatory Note

This Amendment No. 92 incorporates by reference the information contained in Parts A and B of Amendment No. 88 to the Registrant’s Registration Statement filed on March 21, 2014 (Accession No. 0001193125-14-110245) (“Amendment No. 88”) and is being filed to amend and supplement the information contained in Parts A and B of Amendment No. 88.

The unaudited financial statements of Liquid Assets Portfolio for the six-month period ended May 31, 2014 contained in the semiannual report to the Portfolio’s shareholders are incorporated herein by reference. No other parts of the Portfolio’s semiannual report are incorporated herein by reference.


LIQUID ASSETS PORTFOLIO

 

PROSPECTUS SUPPLEMENT

 

NORTHERN INSTITUTIONAL FUNDS

LIQUID ASSETS PORTFOLIO

SUPPLEMENT DATED SEPTEMBER 17, 2014 TO

PROSPECTUS DATED APRIL 1, 2014

THE PORTFOLIO IS A SERIES OF NORTHERN INSTITUTIONAL FUNDS WHICH IS REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE SHARES OF THE LIQUID ASSETS PORTFOLIO WHICH ARE DESCRIBED IN THIS PROSPECTUS SUPPLEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES. THE OFFERINGS CONTEMPLATED BY THE PROSPECTUS WILL BE MADE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT FOR OFFERS AND SALES OF SECURITIES WHICH DO NOT INVOLVE ANY PUBLIC OFFERING, AND ANALOGOUS EXEMPTIONS UNDER STATE SECURITIES LAWS.

THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SHARES OF THE LIQUID ASSETS PORTFOLIO IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS CONCERNING THE LIQUID ASSETS PORTFOLIO THAT ARE INCONSISTENT WITH THOSE CONTAINED IN THE PROSPECTUS, AS SUPPLEMENTED.

PROSPECTIVE INVESTORS SHOULD NOT RELY ON ANY INFORMATION NOT CONTAINED IN THE PROSPECTUS, AS SUPPLEMENTED . THIS PROSPECTUS SUPPLEMENT IS INTENDED SOLELY FOR THE USE OF THE PERSON TO WHOM IT HAS BEEN DELIVERED FOR THE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT BY THE RECIPIENT IN THE SHARES OF THE LIQUID ASSETS PORTFOLIO DESCRIBED HEREIN, AND IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSONS (OTHER THAN PROFESSIONAL ADVISERS OF THE PROSPECTIVE INVESTOR RECEIVING THIS DOCUMENT).

 

1. At a shareholder meeting on May 19, 2014, shareholders of the Portfolio approved a new management agreement between the Portfolio and its investment adviser to provide the Portfolio with investment advisory and administration services under a single agreement and fee structure, changing the management fees payable by the Portfolio as of June 30, 2014. Separately, the contractual operating expense limitation agreement between the Portfolio and its investment adviser was changed as of October 1, 2014. As a result, effective October 1, 2014, the information under the section entitled “PORTFOLIO SUMMARY — Liquid Assets Portfolio — Fees and Expenses of the Portfolio” on page 3 of the Prospectus is amended and restated as follows to reflect new total annual portfolio operating expenses:

This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio.

 

Shareholder Fees (fees paid directly from your investment)  

None

        
Annual Portfolio Operating Expenses (expenses that you pay each year as a
percentage of the value of your investment)(1)
 

Management Fees

     0.10%   

Other Expenses

     0.02%   

Transfer Agent Fees

     0.02%           

Service Agent Fees

     None           

Other Operating Expenses

     0.00%           

Total Annual Portfolio Operating Expenses

     0.12%   

Expense Reimbursement(2)

     (0.09)%   

Total Annual Portfolio Operating Expenses After Expense Reimbursement

     0.03%   

 

(1)   

The expense information in the table has been restated to reflect current fees.

 

(2)   

Northern Trust Investments, Inc. has contractually agreed to reimburse a portion of the operating expenses of the Portfolio to the extent the “Total Annual Portfolio Operating Expenses” exceed 0.03%. 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 subadministrator to the Portfolio.

 

2. The information under “Advisory Fees” on page 6 of the Prospectus is supplemented as follows to reflect new contractual management fees:

Effective June 30, 2014, as compensation for advisory and administration services and the assumption of related expenses, NTI is entitled to a management fee, computed daily and payable monthly, at annual rates set forth in the table below (expressed as a percentage of the Portfolio’s respective average daily net assets).

NTI has contractually agreed to reimburse a portion of the operating expenses of the Portfolio (other than acquired fund fees

 

NORTHERN INSTITUTIONAL FUNDS PROSPECTUS


LIQUID ASSETS PORTFOLIO

 

PROSPECTUS SUPPLEMENT

 

and expenses, a portion of the compensation paid to each Trustee who is not an officer, director or employee of Northern Trust Corporation or its subsidiaries, 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 and interest, if any) so that “Total Annual Portfolio Operating Expenses After Expense Reimbursement” do not exceed the amounts shown in the table under the caption “Fees and Expenses of the Portfolio” in the Portfolio’s Portfolio Summary. The contractual expense reimbursement arrangement is expected to continue until at least April 1, 2016. The expense reimbursement arrangement will continue automatically for periods of one year (each such one year period, a “Renewal Year”). The arrangement may be terminated, as to any succeeding Renewal Year, by NTI or the Portfolio upon 60 days’ written notice prior to the end of the current Renewal Year. The Board of Trustees may terminate the arrangement at any time with respect to the Portfolio if it determines that it is in the best interests of the Portfolio and its shareholders.

In order to avoid a negative yield, NTI may reimburse additional expenses or waive management fees of the Portfolio. Any such additional expense reimbursement or waiver would be voluntary and could be implemented, increased or decreased, or discontinued at any time. There is no guarantee that the Portfolio will be able to avoid a negative yield.

A discussion regarding the Board of Trustees’ basis for its approval of the Portfolio’s Management Agreement is available in the Portfolio’s semiannual report to shareholders for the six-month period ended May 31, 2014.

 

Portfolio   

Contractual

Management Fee
Rate Effective June 30,
2014

 

LIQUID ASSETS PORTFOLIO

     0.10

Please retain this Supplement with your Prospectus for future reference.

 

 

 

50 South LaSalle Street

P.O. Box 75986

Chicago, Illinois 60675-5986

800-637-1380

northernfunds.com/institutional

   LOGO      NIF SPT LAP (9/14)   

 

NORTHERN INSTITUTIONAL FUNDS PROSPECTUS


STATEMENT OF ADDITIONAL INFORMATION SUPPLEMENT

NORTHERN INSTITUTIONAL FUNDS

LIQUID ASSETS PORTFOLIO

SUPPLEMENT DATED SEPTEMBER 17, 2014 TO

STATEMENT OF ADDITIONAL INFORMATION (“SAI”) DATED APRIL 1, 2014

The Portfolio is a series of Northern Institutional Funds which is registered as an investment company under the Investment Company Act of 1940, as amended. The shares of the Portfolio which are described in this supplement to the SAI have not been and will not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any of the states of the United States. The offerings contemplated by the SAI will be made in reliance upon an exemption from the registration requirements of the 1933 Act for offers and sales of securities which do not involve any public offering, and analogous exemptions under state securities laws.

The SAI shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of the Portfolio in any jurisdiction in which such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. No person has been authorized to make any representations concerning the Portfolio that are inconsistent with those contained in the SAI, as supplemented hereby. Prospective investors should not rely on any information not contained in the SAI, as supplemented hereby.

This supplement to the SAI is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible investment by the recipient in the shares of the Portfolio described herein, and is not to be reproduced or distributed to any other persons (other than professional advisers of the prospective investor receiving this document).

 

1. At a meeting of shareholders on May 19, 2014 (the “Shareholder Meeting”), shareholders of the Northern Institutional Funds (the “Trust”) elected Cynthia Plouché as a non-interested trustee of the Trust. The following information is added to the table in the section “TRUSTEES AND OFFICERS – Non-Interested Trustees” beginning on page 24 of the SAI:

 

NAME, ADDRESS(1), AGE,
POSITIONS HELD WITH
TRUST AND LENGTH OF
SERVICE AS TRUSTEE(2)

  

PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS

  

OTHER DIRECTORSHIPS
HELD
BY TRUSTEE(3)

Cynthia Plouché

Age: 56

Trustee since May 2014

  

•    Senior Portfolio Manager and member of Investment Policy Committee, Williams Capital Management, LLC from 2006 to 2012;

•    Managing Director and Chief Investment Officer of Blaylock-Abacus Asset Management, Inc. from June 2003 to 2006;

•    Founder, Chief Investment Officer and Managing Director of Abacus Financial Group from May 1991 to 2003, a manager of fixed income portfolios for institutional clients;

•    Assessor, Moraine Township, Illinois since January 2014.

  

•    AXA Premier VIP Trust (registered investment company – 36 portfolios).

 

(1)  Each Trustee may be contacted by writing to the Trustee, c/o Diana E. McCarthy, Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103-6996.
(2)  Each Trustee will hold office for an indefinite term until the earliest of: (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting; (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Agreement and Declaration of Trust; or (iii) in accordance with the current resolutions of the Board of Trustees (which may be changed without shareholder vote) on the last day of the calendar year in which he or she attains the age of seventy-five years.
(3)  This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., public companies) or other investment companies registered under the 1940 Act.


2. At the Shareholder Meeting, shareholders of the Liquid Assets Portfolio approved a new management agreement for their Portfolio. Accordingly, the following supplements the information in the sections “INVESTMENT ADVISER, TRANSFER AGENT AND CUSTODIAN” and “ADMINISTRATOR AND PLACEMENT AGENT” beginning on pages 36 and 43, respectively, of the SAI:

Effective June 30, 3014, a new management agreement (the “Management Agreement”) to provide the Portfolio with investment advisory and administration services under a single agreement and fee structure replaced the prior investment advisory and ancillary services agreement and administration agreement (the “Prior Agreements”) between the Portfolio and the Investment Adviser. The terms, including the services provided thereunder, of the Management Agreement and the Prior Agreements are substantially similar, other than with respect to the compensation payable to the Investment Adviser.

Under the Management Agreement, beginning June 30, 2014, as compensation for advisory and administration services and the assumption of related expenses, the Investment Adviser is entitled to a management fee, computed daily and payable monthly, at the annual rate set forth in the table below (expressed as a percentage of the Portfolio’s average daily net assets).

 

     CONTRACTUAL
MANAGEMENT FEE
RATE EFFECTIVE
JUNE 30, 2014
 

Liquid Assets Portfolio

     0.10

Beginning June 30, 2014, the Portfolio also entered into a new transfer agency agreement (“Transfer Agency Agreement”) with the Portfolio’s current Transfer Agent that is substantially similar to the prior transfer agency agreement, other than with respect to the compensation payable thereunder. Under the Transfer Agency Agreement, the transfer agency fee rate for the Portfolio is 0.015% of the average daily net assets of the Portfolio.

Unless sooner terminated, the Portfolio’s Management Agreement and Transfer Agency Agreement will continue in effect with respect to the Portfolio until June 30, 2015. Thereafter, each of the foregoing Agreements will continue in effect for successive 12-month periods, provided that the continuance is approved at least annually (i) by the vote of a majority of the Trustees who are not parties to the applicable Agreement or “interested persons” (as such term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Trustees or by the vote of a majority of the outstanding shares of the Portfolio (as defined under “Description of Shares” section of the SAI). Each Agreement is terminable at any time without penalty by the Trust (by specified Trustee or shareholder action) or by the Investment Adviser or Transfer Agent, as the case may be, on 60 days’ written notice.

 

2


PART C: OTHER INFORMATION

 

ITEM 28. EXHIBITS

The following exhibits are incorporated herein by reference to:

Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (the “Registration Statement”) filed on March 29, 1996 (Accession No. 0000950130-96-001086) (“PEA No. 31”),

Post-Effective Amendment No. 34 to such Registration Statement filed on May 16, 1997 (Accession No. 0000950130-97-002471) (“PEA No. 34”),

Post-Effective Amendment No. 35 to such Registration Statement filed on September 29, 1997 (Accession No. 0000950131-97-005862) (“PEA No. 35”),

Post-Effective Amendment No. 36 to such Registration Statement filed on January 16, 1998 (Accession No. 0000950131-98-000216) (“PEA No. 36”),

Post-Effective Amendment No. 38 to such Registration Statement filed on March 27, 1998 (Accession No. 0000950131-98-002030) (“PEA No. 38”),

Post-Effective Amendment No. 39 to such Registration Statement filed on February 1, 1999 (Accession No. 0000950131-99-000461) (“PEA No. 39”),

Post-Effective Amendment No. 41 to such Registration Statement filed on October 14, 1999 (Accession No. 0000927405-99-000333) (“PEA No. 41”),

Post-Effective Amendment No. 43 to such Registration Statement filed on January 28, 2000 (Accession No. 0000927405-00-000027) (“PEA No. 43”),

Post-Effective Amendment No. 44 to such Registration Statement filed on March 29, 2000 (Accession No. 0000950131-00-002147) (“PEA No. 44”),

Post-Effective Amendment No. 46 to such Registration Statement filed on January 17, 2001 (Accession No. 0000950131-01-000262) (“PEA No. 46”),

Post-Effective Amendment No. 48 to such Registration Statement filed on March 30, 2001 (Accession No. 0000950131-01-001670) (“PEA No. 48”),

Post-Effective Amendment No. 49 to such Registration Statement filed on January 29, 2002 (Accession No. 0000940180-02-000170) (“PEA No. 49”),

Post-Effective Amendment No. 53 to such Registration Statement filed on March 29, 2004 (Accession No. 0001193125-04-052241) (“PEA No. 53”),

Post-Effective Amendment No. 54 to such Registration Statement filed on January 28, 2005 (Accession No. 0001193125-05-014394) (“PEA No. 54”),

Post-Effective Amendment No. 56 to such Registration Statement filed on March 30, 2006 (Accession No. 0001193125-06-068444) (“PEA No. 56”),

Post-Effective Amendment No. 57 to such Registration Statement filed on March 30, 2007 (Accession No. 0001193125-07-070533) (“PEA No. 57”),

Post-Effective Amendment No. 59 to such Registration Statement filed on March 14, 2008 (Accession No. 0001193125-08-057595) (“PEA No. 59”),

Post-Effective Amendment No. 61 to such Registration Statement filed on August 20, 2008 (Accession No. 0001193125-08-181539) (“PEA No. 61”),

 

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Post-Effective Amendment No. 62 to such Registration Statement filed on March 30, 2009 (Accession No. 0001193125-09-066299) (“PEA No. 62”),

Post-Effective Amendment No. 63 to such Registration Statement filed on January 28, 2010 (Accession No. 0001193125-10-015597) (“PEA No. 63”),

Post-Effective Amendment No. 64 to such Registration Statement filed on March 29, 2010 (Accession No. 0001193125-10-070130) (“PEA No. 64”),

Post-Effective Amendment No. 65 to such Registration Statement filed on June 15, 2010 (Accession No. 0001193125-10-139567) (“PEA No. 65”),

Post-Effective Amendment No. 66 to such Registration Statement filed on March 2, 2011 (Accession No. 0001193125-11-053509) (“PEA No. 66”),

Post-Effective Amendment No. 69 to such Registration Statement filed on March 21, 2012 (Accession No. 0001193125-12-125345) (“PEA No. 69”),

Post-Effective Amendment No. 71 to such Registration Statement filed on March 22, 2013 (Accession No. 0001193125-13-121455) (“PEA No. 71”),

Post-Effective Amendment No. 73 to such Registration Statement filed on March 21, 2014 (Accession No. 0001193125-14-110158) (“PEA No. 73”),

Post-Effective Amendment No. 75 to such Registration Statement filed on July 7, 2014 (Accession No. 0001193125-14-262083) (“PEA No. 75”),

Post-Effective Amendment No. 76 to such Registration Statement filed on September 5, 2014 (Accession No. 0001193125-14-333801) (“PEA No. 76”), and

 

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Amendment No. 49 under the Investment Company Act of 1940 to the Registration Statement filed on July 31, 2001 (Accession No. 0000950131-01-502545) (“Amendment No. 49”):

 

(a)    (1)    Agreement and Declaration of Trust dated July 1, 1997 filed as Exhibit 1 to PEA No. 36.
   (2)    Amendment No. 1 dated February 25, 1998 to the Agreement and Declaration of Trust filed as Exhibit (a)(2) to PEA No. 39.
   (3)    Amendment No. 2 dated May 15, 1998 to the Agreement and Declaration of Trust filed as Exhibit (a)(3) to PEA No. 39.
   (4)    Amendment No. 3 dated October 5, 1999 to the Agreement and Declaration of Trust filed as Exhibit (a)(4) to PEA No. 41.
   (5)    Amendment No. 4 dated January 24, 2000 to the Agreement and Declaration of Trust filed as Exhibit (a)(5) to PEA No. 43.
   (6)    Amendment No. 5 dated May 2, 2000 to the Agreement and Declaration of Trust filed as Exhibit (a)(6) to PEA No. 46.
   (7)    Amendment No. 6 dated November 1, 2000 to the Agreement and Declaration of Trust filed as Exhibit (a)(7) to PEA No. 46.
   (8)    Amendment No. 7 dated July 26, 2001 to the Agreement and Declaration of Trust filed as Exhibit (a)(8) to Amendment No. 49.
   (9)    Amendment No. 8 dated April 29, 2003 to the Agreement and Declaration of Trust filed as Exhibit (a)(9) to PEA No. 53.
   (10)    Amendment No. 9 dated May 6, 2005 to the Agreement and Declaration of Trust filed as Exhibit (a)(10) to PEA No. 56.
   (11)    Amendment No. 10 dated November 3, 2006 to the Agreement and Declaration of Trust filed as Exhibit (a)(11) to PEA No. 57.
   (12)    Amendment No. 11 dated May 9, 2008 to the Agreement and Declaration of Trust filed as Exhibit (a)(12) to PEA No. 61.
   (13)    Amendment No. 12 dated September 24, 2008 to the Agreement and Declaration of Trust filed as Exhibit (a)(13) to PEA No. 62.
   (14)   

Amendment No. 13 dated February 17, 2010 to the Agreement and Declaration of Trust filed as Exhibit (a)(14) to PEA

No. 65.

   (15)    Amendment No. 14 dated July 31, 2010 to the Agreement and Declaration of Trust filed as Exhibit (a)(15) to PEA No. 66.
   (16)    Amendment No. 15 dated February 18, 2011 to the Agreement and Declaration of Trust filed as Exhibit (a)(16) to PEA No. 66.
   (17)   

Amendment No. 16 dated February 18, 2011 to the Agreement and Declaration of Trust filed as Exhibit (a)(17) to PEA

No. 69.

   (18)   

Amendment No. 17 dated February 18, 2011 to the Agreement and Declaration of Trust filed as Exhibit (a)(18) to PEA

No. 69.

   (19)   

Amendment No. 18 dated November 4, 2011 to the Agreement and Declaration of Trust filed as Exhibit (a)(19) to PEA

No. 69.

   (20)    Amendment No. 19 dated April 1, 2012 to the Agreement and Declaration of Trust filed as Exhibit (a)(20) to PEA No. 69.
   (21)    Amendment No. 20 dated November 16, 2012 to the Agreement and Declaration of Trust filed as Exhibit (a)(21) to PEA No. 71.
   (22)   

Amendment No. 21 dated February 15, 2013 to the Agreement and Declaration of Trust filed as Exhibit (a)(22) to PEA

No. 71.

   (23)    Amendment No. 22 dated May 22, 2014 to the Agreement and Declaration of Trust filed as Exhibit (a)(23) to PEA No. 75.
(b)    (1)    Amended and Restated By-Laws adopted August 2, 2000 filed as Exhibit (b)(2) to PEA No. 46.
   (2)    Amendment No. 1 adopted July 29, 2003 to the Amended and Restated By-Laws filed as Exhibit (b)(2) to PEA No. 53.
   (3)    Amendment No. 2 adopted April 27, 2004 to the Amended and Restated By-Laws filed as Exhibit (b)(3) to PEA No. 54.
   (4)    Amendment No. 3 adopted July 27, 2004 to the Amended and Restated By-Laws filed as Exhibit (b)(4) to PEA No. 54.

 

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   (5)    Amendment No. 4 adopted February 14, 2008 to the Amended and Restated By-Laws filed as Exhibit (b)(5) to PEA No. 59.
   (6)    Amendment No. 5 adopted November 5, 2010 to the Amended and Restated By-Laws filed as Exhibit (b)(6) to PEA No. 66.
(c)       Articles IV, V, VI, VII and IX of the Agreement and Declaration of Trust dated July 1, 1997 filed as Exhibit 1 to PEA No. 36.
(d)    (1)    Management Agreement between the Registrant and Northern Trust Investments, Inc. dated June 30, 2014 filed as Exhibit (d)(1) to PEA No. 76.
   (2)    Management Agreement between the Registrant and Northern Trust Investments, Inc. dated July 31, 2014 filed as Exhibit (d)(2) to PEA No. 76.
   (3)    Management Agreement dated June 30, 2014 between the Registrant and Northern Trust Investments, Inc. on behalf of the Liquid Assets Portfolio is filed herewith.
   (4)    Amended and Restated Investment Advisory Agreement dated January 29, 2008 between the Registrant and Northern Trust Global Investments Ltd. and Northern Trust Investments, N.A. filed as Exhibit (d)(12) to PEA No. 59.
   (5)    Amendment No. 1 dated May 9, 2008 to the Amended and Restated Investment Advisory Agreement between the Registrant and Northern Trust Global Investments Ltd. and Northern Trust Investments, N.A. on behalf of the Large Cap Index Portfolio filed as Exhibit (d)(13) to PEA No. 61.
   (6)    Amended and Restated Amendment No. 2 dated September 24, 2008 to the Amended and Restated Investment Advisory Agreement between the Registrant and Northern Trust Global Investments Ltd. and Northern Trust Investments, N.A. on behalf of the Treasury Portfolio filed as Exhibit (d)(3) to PEA No. 71.
   (7)    Assumption Agreement dated December 30, 2010 between Northern Trust Investments, N.A. and Northern Trust Investments, Inc. filed as Exhibit (d)(27) to PEA No. 66.
   (8)    Advisory Fee Waiver Agreement dated April 1, 2010 by and among the Registrant, Northern Trust Investments, N.A. and Northern Trust Global Investments Limited filed as Exhibit (d)(24) to PEA No. 64.
   (9)    Amendment No. 1 to the Advisory Fee Waiver Agreement dated August 5, 2010 between the Registrant and Northern Trust Investments, N.A. filed as Exhibit (d)(26) to PEA No. 66.
   (10)    Amendment No. 2 to the Advisory Fee Waiver Agreement dated January 1, 2012 between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (d)(27) to PEA No. 69.
   (11)    Amendment No. 3 to the Advisory Fee Waiver Agreement dated February 24, 2012 between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (d)(28) to PEA No. 69.
   (12)    Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. dated June 30, 2014 filed as Exhibit (d)(11) to PEA No. 76.
   (13)    Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. dated July 31, 2014 filed as Exhibit (d)(12) to PEA No. 76.
   (14)    Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. dated September 5, 2014 filed as Exhibit (d)(13) to PEA No. 76.
   (15)    Expense Reimbursement Agreement dated October 1, 2014 between the Registrant and Northern Trust Investments, Inc. on behalf of the Liquid Assets Portfolio is filed herewith.
(e)       Not Required.
(f)       Not Applicable
(g)    (1)    Custody Agreement between the Registrant and The Northern Trust Company dated June 30, 2014 filed as Exhibit (g)(1) to PEA No. 76.
   (2)    Custodian Agreement dated June 8, 1992 between the Registrant and The Northern Trust Company filed as Exhibit 8 to PEA No. 38.
   (3)    Addendum No. 2 dated July 1, 1993 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit 8(b) to PEA No. 31.

 

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   (4)    Addendum No. 3 dated October 8, 1996 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit 8(c) to PEA No. 34.
   (5)    Addendum No. 4 dated April 22, 1997 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit 8(d) to PEA No. 35.
   (6)    Addendum No. 5 dated December 1, 1997 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit 8(e) to PEA No. 38.
   (7)    Addendum No. 6 dated January 27, 1998 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit 8(f) to PEA No. 38.
   (8)    Addendum No. 7 dated March 31, 1998 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(8) to PEA No. 39.
   (9)    Addendum No. 8 dated October 5, 1999 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(14) to PEA No. 44.
   (10)    Addendum No. 9 dated March 1, 2001 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(15) to PEA No. 48.
   (11)    Addendum No. 10 dated July 31, 2001 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(11) to PEA No. 49.
   (12)    Addendum No. 11 dated October 30, 2001 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(12) to PEA No. 49.
   (13)    Addendum No. 12 dated April 29, 2003 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(19) to PEA No. 53.
   (14)    Addendum No. 13 dated July 29, 2003 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(20) to PEA No. 53.
   (15)    Addendum No. 14 dated May 9, 2008 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(15) to PEA No. 61.
   (16)    Addendum No. 15 dated September 24, 2008 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(16) to PEA No. 62.
   (17)    Addendum No. 16 dated February 18, 2011 to the Custodian Agreement between the Registrant and The Northern Trust Company filed as Exhibit (g)(17) to PEA No. 69.
(h)    (1)    Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated June 30, 2014 filed as Exhibit (h)(1) to PEA No. 76.
   (2)    Appendix A dated July 31, 2014 to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(2) to PEA No. 76.
   (3)    Appendix B to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(3) to PEA No. 76.
   (4)    Revised and Restated Transfer Agency Agreement dated January 8, 1993 between the Registrant and The Northern Trust Company filed as Exhibit 9(a) to PEA No. 38.
   (5)    Addendum No. 1 dated July 1, 1993 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit 9(b) to PEA No. 31.
   (6)    Addendum No. 2 dated March 25, 1994 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit 9(c) to PEA No. 31.
   (7)    Addendum No. 3 dated January 22, 1997 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit 9(d) to PEA No. 34.
   (8)    Addendum No. 4 dated April 22, 1997 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit 9(e) to PEA No. 35.
   (9)    Addendum No. 5 dated January 27, 1998 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit 9(f) to PEA No. 38.
   (10)    Addendum No. 6 dated March 31, 1998 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(8) to PEA No. 39.
   (11)    Addendum No. 7 dated October 5, 1999 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(12) to PEA No. 44.

 

C-5


   (12)    Addendum No. 8 dated March 1, 2001 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(13) to PEA No. 48.
   (13)    Addendum No. 9 dated July 31, 2001 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(12) to Amendment No. 49.
   (14)    Addendum No. 10 dated October 30, 2001 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(11) to PEA No. 49.
   (15)    Addendum No. 11 dated August 20, 2003 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(12) to PEA No. 53.
   (16)    Addendum No. 12 dated February 17, 2006 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(13) to PEA No. 56.
   (17)    Addendum No. 13 dated May 9, 2008 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(14) to PEA No. 61.
   (18)    Addendum No. 14 dated September 24, 2008 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(15) to PEA No. 62.
   (19)    Addendum No. 15 dated February 18, 2011 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(16) to PEA No. 69.
   (20)    Addendum No. 16 dated February 18, 2011 to the Revised and Restated Transfer Agency Agreement between the Registrant and The Northern Trust Company filed as Exhibit (h)(17) to PEA No. 69.
   (21)    Service Plan for the Service and Premier Classes of Shares dated January 27, 1998, as amended on February 2, 2001 and filed as Exhibit (h)(10) to PEA No. 48 and Related Forms of Servicing Agreement as amended on February 13, 2004 filed as Exhibit (h)(14) to PEA No. 53.
   (22)    Administration Agreement dated January 1, 2009 between the Registrant and Northern Trust Investments, N.A. filed as Exhibit (h)(18) to PEA No. 62.
   (23)    Amendment No. 1 dated November 4, 2011 to the Administration Agreement between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (h)(20) to PEA No. 69.
   (24)    Amended and Restated Expense Reimbursement Agreement dated November 4, 2011 between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (h)(21) to PEA No. 69.
   (25)    Amendment No. 1 to the Amended and Restated Expense Reimbursement Agreement dated February 24, 2012 between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (h)(22) to PEA No. 69.
(i)       Not Required.
(j)       Not Required.
(k)       Not Applicable.
(l)    (1)    Subscription Agreement dated December 8, 1982 with Goldman, Sachs & Co. filed as Exhibit 13 to PEA No. 38.
   (2)    Amendment No. 1 dated May 16, 1983 to Subscription Agreement with Goldman, Sachs & Co. filed as Exhibit 13(a) to PEA No. 38.
   (3)    Amendment No. 2 dated May 19, 1983 to Subscription Agreement with Goldman, Sachs & Co. filed as Exhibit 13(b) to PEA No. 38.
   (4)    Amendment No. 3 dated October 25, 1985 to Subscription Agreement with Goldman, Sachs & Co. filed as Exhibit 13(c) to PEA No. 38.
   (5)    Purchase Agreement dated September 24, 2008 between the Registrant and Eric K. Schweitzer for shares of the Treasury Portfolio filed as Exhibit (l)(6) to PEA No. 62.
(m)       Not Applicable
(n)       Amended and Restated Plan pursuant to Rule 18f-3 for Operation of a Multi-Class System dated May 22, 2014 filed as Exhibit (n) to PEA No.75.
(o)       Reserved

 

C-6


(p)    (1)    Amended Code of Ethics of the Trust adopted August 2, 2000, as revised February 19, 2009 filed as Exhibit (p)(1) to PEA No. 63.
   (2)    Amended Code of Ethics of Northern Trust Investments, Inc. adopted February 1, 2005, as amended January 1, 2014, filed as Exhibit (p)(2) to PEA No 73.
(q)       Power of Attorney dated May 21, 2014 filed as Exhibit (q) to PEA No. 75.

 

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

Registrant is controlled by its Board of Trustees.

 

ITEM 30. INDEMNIFICATION

Section 3 of Article IV of the Registrant’s Agreement and Declaration of Trust dated July 1, 1997, as amended, provides for indemnification of the Registrant’s Trustees and officers under certain circumstances. A copy of such Agreement and Declaration of Trust was filed as Exhibit 1 to Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.

Section 11 of the Northern Institutional Funds’ Management Agreement dated June 30, 2014 (with respect to the Liquid Assets Portfolio), between the Registrant and the investment adviser (the “Adviser”), provides for indemnification of the Adviser or, in lieu thereof, contribution by Registrant, in connection with certain claims and liabilities relating to advisory and administration services to which the Adviser may be subject. A copy of the Management Agreement with respect to the Liquid Assets Portfolio is filed herewith as Exhibit (d)(3).

Paragraph 3 of the Distribution Agreement dated March 31, 2009 between the Registrant and Northern Funds Distributors, LLC (“NFD”) provides that the Registrant will indemnify NFD against certain liabilities relating to untrue statements or omissions of material fact except those resulting from the reliance on information furnished to the Registrant by NFD, or those resulting from the willful misfeasance, bad faith or negligence of NFD, or NFD’s breach of confidentiality. Paragraph 3 of the Distribution Agreement also provides that NFD will indemnify the Trustees and officers of the Registrant against certain liabilities relating to untrue statements or omissions of material fact resulting from the reliance on information furnished to the Registrant by NFD, and those liabilities resulting from NFD’s willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under the Distribution Agreement, or NFD’s breach of its confidentiality obligations under the Distribution Agreement. A copy of the Distribution Agreement was filed as Exhibit (e)(1) to Post-Effective Amendment No. 64 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.

A mutual fund trustee and officer liability policy purchased by the Registrant insures the Registrant and its Trustees and officers, subject to the policy’s coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

 

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

Northern Trust Investments, Inc. (“NTI”), an indirect subsidiary of Northern Trust Corporation, serves as investment adviser of each of the Portfolios. NTI is referred to as the “Investment Adviser.” NTI is located at 50 South LaSalle Street, Chicago, Illinois 60603. NTI is an Illinois state bank and an investment adviser registered under the Investment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. Set forth below is a list of officers and directors of NTI, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years. Most officers and directors of NTI hold comparable positions with The Northern Trust Company (other than as director) and certain other officers of NTI hold comparable positions with Northern Trust Bank, N.A., a wholly-owned subsidiary of Northern Trust Corporation.

 

C-7


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Abdul Karim, Walid T.

Vice President

   

Aitcheson, James A.

Senior Vice President

   

Alongi, David M.

Senior Vice President

   

Amaya, Luis

Vice President

   

Anast, Angela H.

Vice President

   

Anderson, Timothy

Vice President

   

Anstine, Robert Dale

Vice President

   

Antonacci, Jeffrey M.

Senior Vice President

   

Arroyo, Edwin Josue

Vice President

   

Ayres, Scott R.

Senior Vice President

   

Azar, Frederick A.

Vice President

   

Baig, Mustafa

Vice President

   

Bailey, Johnny

Vice President

   

Baldwin, Florette L.

Vice President

   

 

C-8


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Bandura, Daniel T.

Vice President

   

Baras, Ellen G.

Vice President

   

Barron, David R.

Vice President

   

Bartczyszyn, Michael S.

Vice President

   

Bartholomew, Richard

Senior Vice President, Assistant Trust Officer

  The Northern Trust Company   Senior Vice President

Beckman, Carl P.

Senior Vice President & Treasurer

   

Behar, Gregory S.

Senior Vice President

   

Berard, Paul C.

Vice President

   

Bergson, Robert H.

Senior Vice President

   

Bernstein, Russ M.

Vice President

   

Bieber, Christopher

Vice President

   

Blair, Timothy P.

Vice President

   

Blank, Justin W.

Vice President

   

Bleecker, Ali K.

Senior Vice President

   

Boeckmann, Eric Vonn

Senior Vice President

   

Boeckmann, Lizabeth Rose

Senior Vice President

   

 

C-9


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Bohlin, Andrew P.

Vice President

   

Borel, Ainsley J.

Senior Vice President

   

Bracks, Carolyn

Senior Vice President

   

Browne, Kieran

Senior Vice President

   

Browne, Robert P.

Executive Vice President, Director, Chief Investment Officer and Senior Trust Officer

  The Northern Trust Company   Executive Vice President

Buckley, Melissa A.

Senior Vice President

   

Buerckholtz, Elizabeth J.

Senior Vice President

   

Bugajski, James Edmund

Vice President

   

Bukoll, Martin B.

Senior Vice President

   

Burgul, Cevdet Sertan

Vice President

   

Bursua, Brian M.

Senior Vice President

   

Camden, Bradley T.

Vice President

   

Campbell, Richard C.

Senior Vice President

   

Carberry, Craig R.

Secretary

   

Carlson, Christopher W.

Senior Vice President, Director, Chief Operating Officer and Cashier

   

 

C-10


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Carlson, Mark D.

Senior Vice President

   

Carroll, Keith D.

Vice President

   

Caruso, Keith A.

Vice President

   

Chappell, Darlene

Vice President and AML Compliance Officer

  The Northern Trust Company   Vice President

Chiaverini, Anthony

Vice President

   

Chico, Michael R.

Vice President

   

Clark, Richard L.

Senior Vice President

   

Colangelo, Rossana A.

Senior Vice President

   

Connor, Benjamin A.

Vice President

   

Connor, Kevin P.

Vice President

   

Costello, Joseph H.

Vice President

   

Cousins, Stephen J.

Senior Vice President

   

Cubeles, Alain

Senior Vice President

   

Czochara, Susan C.

Senior Vice President

   

D’Arienzo, Louis R.

Vice President

   

Danaher, James

Senior Vice President

   

 

C-11


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Dawson, Jason E.

Vice President

   

Dehnert, Melissa Ann

Vice President

   

Dekhayser, Jordan D.

Vice President

   

Delaney, Michael J.

Vice President

   

Dering, Michael C.

Vice President

   

DeSouza, Leonor

Vice President

   

Detroy, Timothy J.

Vice President

   

Deverall, Michael C.

Vice President

   

Diacou, Jennifer Ann

Vice President

   

DiCarlo, Robert D.

Senior Vice President

   

Diez, Luis F.

Senior Vice President

   

Doell, John C.

Senior Vice President

   

Donaldson, Julian O.

Vice President

   

Dorchinez, Bradley M.

Senior Vice President

   

Dorsey, Jennifer Ann

Vice President

   

Doyle, Michael T.

Vice President

   

 

C-12


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Driscoll, Peter John

Vice President

   

Duhn, Brian S.

Vice President

   

Duvall, Margret E.

Senior Vice President

   

Dwyer, Patrick E.

Vice President

   

Dzanis, Marie E.

Senior Vice President

   

Ebel, Christopher John

Vice President

   

Egizio, Michael P.

Vice President

   

Eidson, Shannon L.

Senior Vice President

   

Elson, Michelle

Vice President

   

Escalante, Patrick D.

Vice President

   

Everett, Steven R.

Senior Vice President

   

Ewing, Peter K.

Senior Vice President

   

Ferguson, Denise S.

Vice President

   

Ferguson, Jr., John Allen

Vice President

   

Finegan, Kelly Swiatek

Vice President

   

Finegan, Sean A.

Vice President

   

 

C-13


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Fletcher, Christina Lee

Vice President

   

Flood, Peter J.

Senior Vice President

   

Flowers, Joseph L.

Vice President

   

Franklin, Carolyn D.

Vice President

   

Fraser, Allison K.

Senior Vice President

   

Freda, Adam R.

Vice President

   

Freitag, Lee R.

Senior Vice President

   

Friedman, Sarah Meggan

Vice President

   

Fronk, Christopher A.

Senior Vice President

   

Furnari, Robert

Senior Vice President

   

Gallegos, Shawn M.

Senior Vice President

   

Galvan, Imelda

Vice President

   

Gaskin, Patrick J.

Vice President

   

Gautham, Ravi A.

Senior Vice President

   

Gayle III, Robert Harold

Vice President

   

Geisler, Maria

Vice President

   

 

C-14


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Geraghty, Kim Marie

Vice President

   

Ginsberg, Lynne Noel

Vice President

   

Gleeman, Michael J.

Vice President

   

Graber, Adam D.

Vice President

   

Grant Williams, Allison

Senior Vice President

   

Gregg, Laura Jean

Vice President

   

Griffin, Michelle D.

Senior Vice President

   

Groenendijk, Patrick A.

Senior Vice President

   

Gyorgy, Robert

Vice President

   

Haas, Joseph R.

Vice President

   

Haggerty, James L.

Senior Vice President

   

Halter, Ann M.

Senior Vice President

   

Hankins, Terry A.

Vice President

   

Harrell, Alec

Vice President

   

Harris, Nora J.

Vice President

   

Hart, Jessica Kaplan

Senior Vice President

   

 

C-15


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Hart III, James R.

Vice President

   

Hausken, Philip D.

Senior Vice President

   

Hawkins, Sheri Barker

Senior Vice President, Director, Chief Financial Officer & Treasurer

   

Hayes, James G.

Senior Vice President

   

Hecimovich, Sandra M.

Senior Vice President

   

Hensel, James J.

Senior Vice President

   

Hest, Stefanie Jaron

Senior Vice President

   

Hill, Susan

Senior Vice President

   

Hogan, James F.

Senior Vice President

   

Hogan, Jason P.

Vice President

   

Hsueh, Eric C.

Vice President

   

Huemmer, Christopher G.

Vice President

   

Hunniford, Michael

Vice President

   

Hunstad, Michael Ryan

Senior Vice President

   

Hurley, William F.

Vice President

   

Hyatt, William E.

Vice President

   

 

C-16


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Inzunza, Richard J.

Vice President

   

Jacobs, Peter M.

Senior Vice President

   

Jaeger, Christopher J.

Vice President

   

Jaffe, Harry Y.

Vice President

   

Jenkins, John Scott

Vice President

   

Jenks, Christopher C.

Vice President

   

Jesel, Delilah

Vice President

   

Johnston, Lucia A.

Vice President

   

Jones, Brian D.

Vice President

   

Jones, Greg

Vice President

   

Jordan, John R.

Vice President

   

Joves, Evangeline Mendoza

Vice President

   

Kalter, Kristin M.

Vice President

   

Kancharla, Sridhar

Vice President

   

Kane, James P. Senior

Vice President

   

Karr, Alena A.

Vice President

   

 

C-17


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Katz, Evan S.

Vice President

   

Katz, Naomi E.

Vice President

   

Kazaz, Tayfun

Vice President

   

Kelley, Michelle M.

Vice President

   

Kenagy, Scott A.

Senior Vice President

   

Kennedy, Michael

Vice President

   

Keshner, John O.

Senior Vice President

   

Kimsey, Darren G.

Senior Vice President

   

King III, Archibald E.

Senior Vice President

   

Kinney, Lorrie Ann

Vice President

   

Kirby, Shawn D.

Vice President

   

Klein, Stephanie K.

Senior Vice President

   

Koch, Deborah L.

Senior Vice President

   

Konstantos, John A.

Senior Vice President

   

Korytowski, Donald H.

Vice President

   

 

C-18


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Kovacs, Michael R.

Senior Vice President

   

Kresnicka, Kevin R.

Vice President

   

LaBelle, John C.

Senior Vice President

   

Leahey, Jodie Terese

Senior Vice President

   

Ledford, Diana L.

Senior Vice President

   

Lee, Ryan J.

Vice President

   

Lehnherr, Robert E.

Vice President

   

Letts, Heather M.

Vice President

   

Lewandowski, Michael R.

Vice President

   

Lico, Dennis

Vice President

   

Lissuzzo, Anthony

Senior Vice President

   

Loftus, Julie M.

Vice President

   

Ludwig, Jeanne M.

Senior Vice President

   

Lukic, Mary

Vice President

   

Lupi, Lisa Ann

Vice President

   

Lynch, Brian S.

Vice President

   

 

C-19


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Lyons, William A.

Vice President

   

Magyar, Adam J.

Vice President

   

Maly, Mark R.

Senior Vice President

   

Mastuantuono, Deborah A.

Senior Vice President

   

Matthews, Kimberlene, N.

Vice President

   

Maveety, Wendy L.

Vice President

   

McCareins, John M.

Senior Vice President

   

McCart, Mary Jane

Senior Vice President

   

McClintic, Corinne

Senior Vice President

   
McDonald, James D.
Executive Vice President
   

McEldowney, Douglas J.

Senior Vice President

   

McGregor, Timothy T.

Senior Vice President

   

McInerney, Joseph W.

Senior Vice President and Director

   

Mecca, Melinda S.

Senior Vice President

   

Meehan, Michael G.

Vice President

   

Mehta, Ashish R.

Vice President

   

 

C-20


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Mehta, Manan Ghanshyam

Vice President

   

Meikel, Brian W.

Vice President

   

Meisel, Mark A.

Senior Vice President

   

Melze, Laura J.

Vice President

   

Memon, Bilal K.

Vice President

   

Michaels, Peter M.

Senior Vice President

   

Miller, Nathan D.

Vice President

   

Miller, Steven A.

Senior Vice President

   

Morgan, Robert P.

Senior Vice President

   

Muench, Scott O.

Senior Vice President

   

Nass, Curtis A.

Vice President

   

Natale, Jr., Paul M.

Vice President

   

Nellans, Charles J.

Vice President

   

Nelson, Daniel J.

Vice President

   

Nelson, Victoria L.

Vice President

   

Newman, Greg

Senior Vice President

   

 

C-21


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Nickey III, William M.

Vice President

   

Nolan, Patrick M.

Vice President

   

Northfell, Catherine J.

Senior Vice President

   

Nykiel, Tracy Donovan

Senior Vice President

   

O’Brien, Jacqueline A.

Senior Vice President

   

O’Brien, Thomas E.

Vice President

   

O’Connor, Eileen M.

Vice President

   

O’Connor, Michael P.

Vice President

   

O’Hara, Brian G.

Vice President

   

Opartan, Calin

Vice President

   

O’Rourke, Kevin P.

Vice President

   

Ortega, Leigh Ann

Vice President

   

O’Shaughnessy, Kevin J.

Vice President

   

Padilla, Francis R. G.

Vice President

   

Parrish, Jr., Oscar J.

Vice President

   

Partington, Paul W.

Senior Vice President

   

 

C-22


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Pasquinelli, Jason D.

Vice President

   

Pecora, Jr., Anthony P.

Senior Vice President and Chief Compliance Officer

   

Pedersen, Brad T.

Vice President

   

Peron, Matthew

Senior Vice President

   

Personette, Daniel J.

Vice President

   

Peters, Michael J.

Vice President

   

Peterson, Eric J.

Senior Vice President

   

Phillips, Daniel J.

Vice President

   

Pickert, Richard J.

Vice President

   

Pincus, Jonathan S.

Senior Vice President

   

Pollak, Donald R.

Senior Vice President

   

Ponton, Mark S.

Vice President

   

Potter, Ofelia M.

Senior Vice President

   

Potter, Stephen N.

Chairman, President and Chief Executive Officer

  The Northern Trust Company   Executive Vice President

Pounders, Ryan E.

Vice President

   

Provo, Brian Allen

Vice President

   

 

C-23


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Quinn, Patrick D.

Vice President

   

Rakowski, Andrew F.

Senior Vice President

   

Ramstrom, Kerstin E.

Vice President

   

Reeder, Brent D.

Senior Vice President

   

Rein, Randall

Senior Vice President

  The Northern Trust Company FlexShares Trust   Senior Vice President
Treasurer, Principal Financial Officer & Principal Accounting Officer

Reller, Jacqueline R.

Vice President

   

Renaud, Donna Lee

Senior Vice President

   

Rivas, Marcos E.

Vice President

   

Robertson, Colin A.

Executive Vice President

  The Northern Trust Company   Executive Vice President

Rocha, Heather Parkes

Vice President

   

Rodriquez, Alan

Vice President

   

Roncoroni, Jaime Lauren

Vice President

   

Root, Paul G.

Vice President

   

Rosenberg, Edward A.

Senior Vice President

   

Rosenblum, Jeffrey E.

Vice President

   

Rutley, Todd A.

Senior Vice President

   

 

C-24


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Ruxton, Jule Klindworth

Senior Vice President

   

Ryer, Alexander D.

Vice President

   

Sampson, Jeffrey David

Vice President

   

Santiccioli, Steven J.

Vice President

   

Schneider, Tracy L.

Vice President

   

Sclafani, Guy J.

Senior Vice President

   

Secontine, Timothy J.

Vice President

   

Serfling, John L.

Vice President

   

Shane, Adam Marshall

Vice President

   

Shapley, Brian J.

Senior Vice President

   

Shea, Lindsay

Vice President

   

Shipley, Christopher D.

Senior Vice President

   

Sikora, Kazimierz J.

Senior Vice President

   

Simoncek, Trista D.

Senior Vice President

   

Smith, Paul E.

Vice President

   

Sodergren, Mark C.

Senior Vice President

   

 

C-25


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Soi, Sarvesh

Vice President

   

Soorya, Sandeep N.

Vice President

   

Staley, Niha B.

Senior Vice President

   

Standring, Melissa A.

Senior Vice President

   

Stewart, Allison Walpole

Senior Vice President

   

Stoeber, Kurt S.

Vice President

   

Stolfi, James R.

Senior Vice President

   

Stoll, Andrew M.

Senior Vice President

   

Sucharda, Craig W.

Vice President

   

Sullivan, Brendan E.

Vice President

   

Sullivan, Carol H.

Senior Vice President

   

Sullivan, Catherine M.

Senior Vice President

   

Sundaram, Ramanthan

Vice President

   

Swenson, Erik T.

Vice President

   

Szostak II, Jon E.

Senior Vice President

   

Szymanek, Frank D.

Senior Vice President

   

 

C-26


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Tam, Brian J.

Vice President

   

Tang, Bruce

Vice President

   

Taylor, Cynthia

Vice President

   

Thanepohn, Susan M.

Vice President

   

Theobald, Susan F.

Vice President

   

Thomas, Shundrawn A.

Director and Executive Vice President

  The Northern Trust Company FlexShares Trust   Executive Vice President
President, Treasurer & Principal Executive Officer

Thomas, Wanda Williams

Senior Vice President

   

Thompson, Jane W.

Senior Vice President

   

Towle, Michael J.

Vice President

   

Trafford, Edward

Vice President

   

Tyler, Jason J.

Senior Vice President and Director

   

Unger, David J.

Vice President

   

Van Alstyne, Christopher W.

Senior Vice President

   

Vance, Ryan R.

Vice President

   

Vanderpool, Robert Gerard

Vice President

   

Varchetto, Brett A.

Vice President

   

 

C-27


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Vella, Christopher, E.

Senior Vice President

   

Vigsnes II, Richard Allan

Senior Vice President

   

Volman, Joseph

Vice President

   

Wackerlin, Thomas W.

Vice President

   

Wallace, Neil A.

Vice President

   

Warner, Scott B.

Vice President

   

Waters, Courtney

Vice President

   

Watt, Joe

Vice President and Controller

   

Weaver, Jacob C.

Senior Vice President

   

Weber, Ashley E.

Vice President

   

Weeks, Susan Anne

Vice President

   

Weis, Irene

Vice President

   

Wennlund, Lloyd A.

Director and Executive Vice President

  The Northern Trust Company   Executive Vice President

Westman, Andrew P.

Vice President

   

Wight, Aimee

Vice President

   

Williams, David R.

Vice President

   

 

C-28


Name and Position with
Investment Adviser (NTI)

 

Name of Other Company

 

Position with Other
Company

Williams, Jeffrey F.

Senior Vice President

   

Williams, Thomas C.

Vice President

   

Wills, Mary Katherine

Vice President

   

Winters, Marie C.

Senior Vice President

   

Witte, Carrie J.

Vice President

   

Woeppel, Stephanie L.

Vice President

   

Wooden, Thomas D.

Senior Vice President

   

Woods, Bethany M.

Vice President

   

Wright, Mary Kay

Vice President

   

Xifaris, Michael H.

Vice President

   

Yi, Peter

Senior Vice President

   

Zavalla, Lorena

Vice President

   

Zemaier, Kurt

Vice President

   

Zymali, Peter M.

Vice President

   

 

C-29


ITEM 32. PRINCIPAL UNDERWRITERS

Not Applicable

 

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

The Agreement and Declaration of Trust, By-laws and minute books of the Registrant and all other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are in the physical possession of The Northern Trust Company and NTI, each located at 50 South LaSalle Street, Chicago, Illinois 60603. Records for Northern Funds Distributors, LLC, the distributor, are located at Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

ITEM 34. MANAGEMENT SERVICES

Not Applicable

 

ITEM 35. UNDERTAKINGS

Not Applicable

 

C-30


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 92 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 17th day of September, 2014.

 

NORTHERN INSTITUTIONAL FUNDS
By:  

/s/ Lloyd A. Wennlund

  Lloyd A. Wennlund
  President


EXHIBIT INDEX

 

Exhibit No.

 

Description

(d)(3)   Management Agreement dated June 30, 2014 between the Registrant and Northern Trust Investments, Inc. on behalf of the Liquid Assets Portfolio.
(d)(15)   Expense Reimbursement Agreement dated October 1, 2014 between the Registrant and Northern Trust Investments, Inc. on behalf of the Liquid Assets Portfolio.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AMI’ Filing    Date    Other Filings
4/1/16
6/30/15
10/1/14
Filed on:9/17/14
9/5/14485BPOS,  N-MFP
7/31/14N-MFP
7/7/14485APOS,  N-MFP
6/30/14N-MFP,  N-PX
5/31/14N-CSRS,  N-MFP,  NSAR-A
5/22/14
5/21/14
5/19/14
4/1/14485BPOS
3/21/14485BPOS,  DEF 14A,  DEFA14A,  POS AMI
1/1/14
3/22/13485BPOS,  POS AMI
2/15/1340-17F2
11/16/12
4/1/12485BPOS
3/21/12485BPOS,  POS AMI
2/24/12
1/1/12
11/4/11N-MFP
3/2/11485APOS
2/18/11
12/30/10N-MFP,  N-MFP/A
11/5/10
8/5/10
7/31/10
6/15/10485APOS
4/1/10485BPOS,  497,  497J,  497K
3/29/10485BPOS,  POS AMI
2/17/10
1/28/10485APOS
3/31/09
3/30/09485BPOS,  POS AMI
2/19/09
1/1/09
9/24/08
8/20/08485APOS
5/9/08
3/14/08485APOS
2/14/08
1/29/08485APOS,  DEF 14A,  NSAR-B,  PRE 14A
3/30/07485BPOS,  POS AMI
11/3/06
3/30/06485BPOS,  POS AMI
2/17/06
5/6/05
2/1/05
1/28/05485APOS,  N-CSR,  NSAR-B
7/27/04
4/27/04
3/29/04485BPOS,  POS AMI
2/13/04
8/20/03
7/29/03
4/29/03
1/29/02485APOS,  NSAR-B
10/30/01
7/31/01NSAR-A,  POS AMI
7/26/01
3/30/01485BPOS
3/1/01
2/2/01
1/17/01485APOS
11/1/00
8/2/00
5/2/00
3/29/00485BPOS
1/28/00485APOS
1/24/00
10/14/99485BPOS
10/5/99
2/1/99485APOS
5/15/98497
3/31/98
3/27/98485BPOS
2/25/98
1/27/98
1/16/98485APOS
12/1/97
9/29/97485BPOS
7/1/97
5/16/97485APOS
4/22/97
1/22/97
10/8/96
3/29/96485BPOS
3/25/94
7/1/93
1/8/93
6/8/92
 List all Filings


15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/24  Northern Institutional Funds      485APOS                1:1.7M                                   Donnelley … Solutions/FA
 3/28/24  Northern Institutional Funds      POS AMI     3/27/24    1:915K                                   Donnelley … Solutions/FA
 3/27/24  Northern Institutional Funds      485BPOS     4/01/24   23:9.6M                                   Donnelley … Solutions/FA
11/17/23  Northern Institutional Funds      POS AMI                1:189K                                   Donnelley … Solutions/FA
 7/31/23  Northern Institutional Funds      POS AMI                2:738K                                   Donnelley … Solutions/FA
 3/27/23  Northern Institutional Funds      POS AMI                1:919K                                   Donnelley … Solutions/FA
 3/27/23  Northern Institutional Funds      485BPOS     4/01/23   24:9M                                     Donnelley … Solutions/FA
12/22/22  Northern Institutional Funds      POS AMI                1:205K                                   Donnelley … Solutions/FA
 3/28/22  Northern Institutional Funds      POS AMI                1:1.6M                                   Donnelley … Solutions/FA
 3/25/22  Northern Institutional Funds      485BPOS     3/30/22   27:9.3M                                   Donnelley … Solutions/FA
12/03/21  Northern Institutional Funds      485BPOS    12/06/21   16:3.3M                                   Donnelley … Solutions/FA
10/06/21  Northern Institutional Funds      485APOS                3:1.6M                                   Donnelley … Solutions/FA
 3/29/21  Northern Institutional Funds      POS AMI                1:1.4M                                   Donnelley … Solutions/FA
 3/26/21  Northern Institutional Funds      485BPOS     4/01/21   87:11M                                    Donnelley … Solutions/FA
 1/20/15  Northern Institutional Funds      NSAR-B     11/30/14    5:67K                                    Donnelley … Solutions/FA
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