NORTHERN INSTITUTIONAL FUNDS

                               SERVICING AGREEMENT

                               For Class C Shares



Gentlemen:



     We wish to enter into this Servicing Agreement with you concerning the

provision of administrative support services to your customers, clients,

employees and others ("Customers") and other investors ("Investors")

(collectively "Clients") who may from time to time beneficially own shares of

beneficial interest in Class C of one or more of the investment portfolios

(collectively the "Funds," and individually a "Fund") offered by Northern

Institutional Funds ("Fund Shares").



     The terms and conditions of this Servicing Agreement are as follows:



          Section 1.   You agree to provide or arrange for the provision of one

or more of the following services to Clients who may from time to time

beneficially own Fund Shares: (1) establishing and maintaining separate account

records of Customers or other Investors; (2) providing Customers or other

Investors with a service that invests their assets in Fund Shares pursuant to

specific or pre-authorized instructions, and assistance with new account

applications; (3) aggregating and processing purchase and redemption requests

for Fund Shares from Customers or other Investors, and placing purchase and

redemption orders with the Transfer Agent; (4) issuing confirmations to

Customers or other Investors in accordance with applicable law; (5) arranging

for the timely transmission of funds representing the net purchase price or

redemption proceeds; (6) processing dividend payments on behalf of Customers or

other Investors; (7) providing information periodically to Customers or other

Investors showing their positions in Fund Shares; (8) responding to Customer or

other Investor inquiries (including requests for prospectuses), and complaints

relating to the services performed by the institutions; (9) acting as liaison

with respect to all inquiries and complaints from Customers and other Investors

relating to errors committed by the Trust or its agents, and other matters

pertaining to the Trust; (10) providing or arranging for another person to

provide subaccounting with respect to Fund Shares beneficially owned by

Customers or other Investors; (11) if required by law, forwarding shareholder

communications from the Trust (such as proxy statements and proxies, shareholder

reports, annual and semi-annual financial statements and dividend, distribution

and tax notices) to Customers and other Investors; (12) providing such office

space, facilities and personnel as may be required to answer questions and

respond to inquiries; (13) maintaining appropriate management reporting and

statistical information; (14) paying expenses related to the preparation of

educational and other explanatory materials in connection with the development

of investor services; (15) developing and monitoring investment programs; or

(16) providing such other similar services as the Trust may reasonably request

to the extent the Institutions are permitted to do so under applicable law,

rules and regulations.



{PAGE}



          Section 2.   We recognize that you may be subject to the provisions of

the Glass-Steagall Act and other laws governing, among other things, the conduct

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