EX-99.(B)(8) 3 d416174dex99b8.htm AMENDED AND RESTATED BY-LAW AMENDMENT NO. 6 Amended and Restated By-Law Amendment No. 6

NORTHERN INSTITUTIONAL FUNDS

(a Delaware statutory trust)

Amended and Restated By-Law Amendment No. 6

Adopted August 19, 2015; Amended and Restated August 24, 2017

ARTICLE XI

FORUM SELECTION

Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim or breach of a fiduciary duty owed by any Trustee, officer or employee, if any, of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the Delaware Statutory Trust Act or the Trust’s Trust Instrument or bylaw; or (iv) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware. Any person or entity that is a Shareholder of the Trust shall be deemed to have notice of and consented to the provisions of Article XII. If any provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable), and the application of such provision to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.