Common use of Services as Distributor Clause in Contracts

Services as Distributor. 1.1 The Distributor, as agent for the Trust, agrees to use appropriate efforts to promote each Fund and to solicit orders for the purchase of Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, brokers or other persons responsible for orders for the Shares, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.8 The Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration as a broker-dealer under the 1934 Act. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.

Services as Distributor. 1.1 The Distributor, as agent for the Trust, agrees to Distributor shall use appropriate reasonable efforts to promote each Fund the Company and to solicit orders for the purchase of Shares and will shall undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Distributor shall be the exclusive distributor of the Shares. The services Distributor shall sell the Shares only at the offering price at the time of such sale (computed in the manner described in the Funds' then effective prospectus), and the Funds shall receive not less than the full net asset value per share for all the Shares sold. No sales charge shall be imposed on sales of any Shares. The Company agrees, provided that the Shares may be legally issued, to be performed hereunder fill all orders confirmed by the Distributor are described in more detail in Section 7 hereof. accordance with the provisions of this Agreement. 1.2 The Distributor may obtain marketing support, including financing for commissions advanced to dealers, brokers or shall conduct the offering of Shares and other persons responsible for orders for activities pursuant hereto in strict accordance with the Shares, pursuant to Registration Statement and the terms applicable requirements of that certain Marketing Services Agreement dated as the Articles of January 1, 1998 among Incorporation and the Trust, By-Laws of the Distributor and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented each may be from time to time, the "Marketing Services Agreement")time amended, and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall comply strict accordance with all applicable lawsstate and federal statutes, rules and regulations, includingincluding in particular, without limitationthe Investment Company Act of 1940 as amended (the "1940 Act"), all the Securities Act of 1933 as amended (the "Securities Act"), the Securities Exchange Act of 1934 as amended (the "Exchange Act"), the rules and regulations made or adopted pursuant to of the Securities Exchange Commission promulgated under the 1940 Act by Act, the Securities Act and the Exchange Commission (Act, the "Commission") or applicable rules and regulations of any securities association registered under the Securities Exchange Act of 1934Act, as amended (the "1934 Act")and all applicable state Blue Sky laws, rules and regulations. 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 1.3 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the Company's transfer agent and custodian for custodian, process inquiries from stockholders and communicate with the applicable FundCompany and transfer agent on behalf of stockholders. 1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.8 The Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. 1.4 The Distributor shall offer bear all its expenses in connection with the performance of this Agreement, including, but not limited to, the printing and sell Shares only distribution of prospectuses included in the Registration Statement as defined below to such selected dealers as are members, stockholders other than to existing stockholders and shall receive no reimbursement or compensation in good standing, of connection therewith from the NASD or are exempt from registration as a broker-dealer under the 1934 ActCompany therefor. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.

Services as Distributor. 1.1 The DistributorYou will act as agent of the Fund for the distribution of Shares in Creation Units (as defined herein) covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as agent amended (the "1933 Act") and will transmit promptly any orders received by you for purchase or redemption of Shares in Creation Units to the Transfer and Dividend Disbursing Agent for the TrustFund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with you and confirmations of acceptance furnished by you. You represent and warrant that you are a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, agrees Inc. You agree to comply with all of the applicable terms and provisions of the 1934 Act. 1.2 You agree to use appropriate your best efforts to promote each Fund and to solicit orders for the purchase sale of Shares and will undertake such advertising and promotion as it believes reasonable in connection Creation Units on a continuous basis. It is contemplated that you may enter into sales or servicing agreements with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to securities dealers, brokers or financial institutions and other persons responsible for orders for the Sharesindustry professionals, pursuant to the terms of that certain Marketing Services Agreement dated such as of January 1investment advisers, 1998 among the Trust, the Distributor accountants and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement")estate planning firms, and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (in so doing you will act only on your own behalf as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitledprincipal. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to 1.3 You shall act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall comply in Creation Units in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, (the "1940 Act Act") by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling Whenever the Sharesparties hereto, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 Whenever in their judgment collective judgment, mutually agree that such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed by them to render sales of a Fund's Shares in Creation Units not in the best interest of the Fund, the Trust's officers parties hereto may agree to decline to accept any orders for for, or make any sales of of, any Shares in Creation Units until such time as those officers the parties deem it advisable to accept such orders and to make such sales. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act and all expenses in connection with maintaining facilities for the issue and transfer of Shares in Creation Units and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in Creation Units in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares in Creation Units as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares in Creation Units, such information with respect to the Fund or any relevant Index Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Index Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Distributor will act only on its own behalf as principal if it chooses Fund represents to enter into selling agreements you that all registration statements and prospectuses filed by the Fund with selected dealers or othersthe Securities and Exchange Commission under the 1933 Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Distributor Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall offer not be obligated to, propose from time to time such amendment or amendments to any registration statement and sell Shares only such supplement or supplements to any prospectus as it may deem necessary or advisable. If the Fund shall not propose such selected dealers as amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are membersmade. The Fund will give you reasonable notice in advance of its filing of any amendment to any registration statement or supplement to any prospectus; provided, however, that nothing contained in good standingthis agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the NASD or are exempt from registration as a broker-dealer under the 1934 ActFund may deem advisable, such right being in all respects absolute and unconditional. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.

Services as Distributor. 1.1 The Distributor, (a) Distributor will act as agent for the Trustdistribution of Shares in accordance with the instructions of Northern Funds' Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, agrees as amended (the "1933 Act"), and will transmit promptly any orders received for the purchase or redemption of Shares either directly to the transfer agent for the Funds or to any qualified broker/dealer for transmittal to said agent. (b) Distributor shall use appropriate efforts to promote each Fund and to solicit orders for the purchase sale of Shares. Distributor, at its own expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, Distributor will provide at least one person, during normal business hours, to respond to telephone questions with respect to the Funds. Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and if it so chooses Distributor will undertake such advertising and promotion act only on its own behalf as it believes reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereofprincipal. The Distributor may obtain marketing support, including financing shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for commissions advanced to dealers, brokers or other persons responsible sale by Distributor shall be offered for orders for the Shares, pursuant sale to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among public at a price per unit (the Trust, the Distributor and Evergreen Investment Services, Inc. ("EISoffering price") equal to their net asset value (which was formerly known as Evergreen Keystone Investment Services Company and prior determined in the manner set forth in Northern Funds' then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitlednearest cent. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the 2.2 Distributor to shall act as distributor for Class B shares hereunder, it shall promptly notify of the Distributor Shares in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall comply compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act Act, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Northern Funds represents that it is registered as an open-end management investment company under the 1940 Act and that it shall comply with all applicable laws, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 2.3 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's Northern Funds' officers may decline to accept any orders for for, or make any sales of of, any Shares until such time as those officers they deem it advisable to accept such orders and to make such salesmake 2.4 Northern Funds shall take all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by Northern Funds hereunder. 1.8 The 2.5 Northern Funds shall execute any and all documents and furnish any and all information and otherwise take all actions which may be reasonably necessary in the discretion of Northern Funds' officers in connection with the qualification of the Shares for sale in such states as Distributor will act only on and Northern Funds may approve, and Northern Funds shall pay all expenses which may be incurred in connection with such qualification. Distributor shall pay all expenses connected with its own behalf qualification as principal if it chooses a broker under State or Federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by Distributor in connection with the sale by Distributor of Shares as contemplated in this Agreement. 2.6 Northern Funds shall furnish Distributor from time to enter into selling agreements time, for use in connection with selected dealers or othersthe sale of Shares, such information with respect to Northern Funds and the Shares as Distributor may reasonably request, and Northern Funds warrants that the statements contained in any such information shall be true and correct. The Northern Funds also shall furnish Distributor shall offer upon request with: (a) annual audited reports of Northern Funds' books and sell Shares only accounts with respect to such selected dealers as are members, in good standing, each of the NASD or are exempt Funds, made by independent public accountants regularly retained by Northern Funds, (b) semi-annual reports with respect to each of the Funds prepared by Northern Funds, and (c) from time to time such additional information regarding Northern Funds' financial condition as Distributor may reasonably request. 2.7 Northern Funds represents to Distributor that all registration as a broker-dealer statements and prospectuses filed by Northern Funds with the Commission under the 1934 Act. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory 1933 Act with respect to the Trust, governing Shares have been prepared in conformity with the operation requirements of the multiple class distribution system under 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (together with the related statement of additional information) at any time filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which Shares are offered.at any time shall have been filed with said Commission. Northern Funds represents and warrants to Distributor that any registration statement and prospectus, when

Services as Distributor. 1.1 The Distributor, (a) Distributor will act as agent for the Trustdistribution of Shares in accordance with the instructions of Northern Funds' Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, agrees as amended (the "1933 Act"), and will transmit promptly any orders received for the purchase or redemption of Shares either directly to the transfer agent for the Funds or to any qualified broker/dealer for transmittal to said agent. (b) Distributor shall use appropriate efforts to promote each Fund and to solicit orders for the purchase sale of Shares. Distributor, at its own expense, shall finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, Distributor will provide at least one person, during normal business hours, to respond to telephone questions with respect to the Funds. Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and if it so chooses Distributor will undertake such advertising and promotion act only on its own behalf as it believes reasonable in connection with such solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereofprincipal. The Distributor may obtain marketing support, including financing shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for commissions advanced to dealers, brokers or other persons responsible sale by Distributor shall be offered for orders for the Shares, pursuant sale to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among public at a price per unit (the Trust, the Distributor and Evergreen Investment Services, Inc. ("EISoffering price") equal to their net asset value (which was formerly known as Evergreen Keystone Investment Services Company and prior determined in the manner set forth in Northern Funds' then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitlednearest cent. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the 2.2 Distributor to shall act as distributor for Class B shares hereunder, it shall promptly notify of the Distributor Shares in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall comply compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act Act, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Northern Funds represents that it is registered as an open-end management investment company under the 1940 Act and that it shall comply with all applicable laws, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 2.3 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's Northern Funds' officers may decline to accept any orders for for, or make any sales of of, any Shares until such time as those officers they deem it advisable to accept such orders and to make such salessales and Northern Funds shall advise Distributor promptly of such determination. 1.8 The 2.4 Northern Funds shall take all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by Northern Funds hereunder. 2.5 Northern Funds shall execute any and all documents and furnish any and all information and otherwise take all actions which may be reasonably necessary in the discretion of Northern Funds' officers in connection with the qualification of the Shares for sale in such states as Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements and Northern Funds may approve, and Northern Funds shall pay all expenses which may be incurred in connection with selected dealers or otherssuch qualification. The Distributor shall offer pay all 2.6 Northern Funds shall furnish Distributor from time to time, for use in connection with the sale of Shares, such information with respect to Northern Funds and sell the Shares only as Distributor may reasonably request, and Northern Funds warrants that the statements contained in any such information shall be true and correct. Northern Funds also shall furnish Distributor upon request with: (a) annual audited reports of Northern Funds' books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Funds, (b) semi-annual reports with respect to each of the Funds prepared by Northern Funds, and (c) from time to time such selected dealers additional information regarding Northern Funds' financial condition as are membersDistributor may reasonably request. 2.7 Northern Funds represents to Distributor that all registration statements and prospectuses filed by Northern Funds with the Commission under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. As used in good standingthis Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (together with the related statement of additional information) at any time filed with the Commission with respect to any of the Shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds represents and warrants to Distributor that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all statements of fact contained in the registration statement and prospectus will be true and correct in all material respects when such registration statement becomes effective; and that neither the registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. Northern Funds agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary in order to comply with the 1933 Act and the 1940 Act and in order that there may be no untrue statement of a material fact in a registration statement or prospectus, or necessary in order that there may be no omission to state a material fact in the registration statement or prospectus which omission would make the statements therein misleading. If Northern Funds shall not propose an amendment or amendments and/or supplement or supplements within fifteen days after receipt by Northern Funds of a written request from Distributor to do so, Distributor may, at its option, terminate this Agreement. Northern Funds shall not file any amendment to the registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit Northern Funds' right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of the NASD or are exempt from registration whatever character, as a broker-dealer under the 1934 ActNorthern Funds may deem advisable, such right being in all respects absolute and unconditional. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.

Services as Distributor. 1.1 2.1 The Distributor, Distributor will act as agent for the Trustdistribution of the Units covered by the Registration Statement and Prospectus of the Company in effect under the 1933 Act, agrees to use appropriate efforts to promote each Fund and to will solicit orders for the purchase of Shares and will undertake such advertising and promotion as it believes reasonable Units upon the terms set forth herein and, if applicable, in connection with such solicitationAppendix A, during the term of this Agreement. The services to be performed hereunder All purchases by the Distributor are described in more detail in Section 7 hereof. shall be made only to cover orders placed with the Distributor. 2.2 The Distributor may obtain marketing support, including financing for commissions advanced to dealers, brokers or other persons will be responsible for orders for the Shares, pursuant to the terms principal review of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent all Sales Materials (as amended and supplemented from time hereinafter defined) furnished to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares shall Company to ensure that such materials comply in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all Federal and state laws relating to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the TrustSEC, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. Inc (the "NASD"), as any other regulatory authority having competent jurisdiction, any states having such requirements may from time to time exist. 1.6 rules and regulations. The Distributor will transmit file all Sales Material with the NASD, SEC and such relevant regulatory authority and states as required by the rules and regulations of the NASD, the SEC and such regulatory authority and states, respectively. Notwithstanding the foregoing, the Distributor assumes no responsibility or liability for the representations or any orders received by it for purchase or redemption of Shares omissions contained in (i) the Prospectus relating to the transfer agent Company and custodian for the applicable Fund. 1.7 Whenever in their judgment such action is warranted Units or (ii) any Sales Materials furnished or approved by unusual market, economic or political conditions, or the Company that has not been submitted by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.8 The Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration as a broker-dealer under the 1934 Act. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory Company to the TrustDistributor for its review pursuant to this Section 2.2. "Sales Material," as used herein, governing shall include, without limitation, promotional materials, sales literature, advertisements, press releases, announcements, circulars, research reports, market letters, performance reports or summaries, form letters, posters, signs and other similar materials, whether in print, hypertext, video, audio or other media, and any items derived from the operation of the multiple class distribution system under which Shares are offeredforegoing, and including sales materials intended for wholesale use (i.e., broker/dealer use only) or retail use.

Services as Distributor. 1.1 2.1 The Distributor, Distributor will act as agent for the Trustdistribution of the Units covered by the Registration Statement and Prospectus of the Company in effect under the 1933 Act, agrees to use appropriate efforts to promote each Fund and to will solicit orders for the purchase of Shares and will undertake such advertising and promotion as it believes reasonable Units upon the terms set forth herein and, if applicable, in connection with such solicitationAppendix A, during the term of this Agreement. The services to be performed hereunder All purchases by the Distributor are described shall be made only to cover orders placed with the Distributor. 2.2 The Distributor will be responsible for principal review of all Sales Materials (as hereinafter defined) furnished to it by the Company to ensure that such materials comply in more detail in Section 7 hereofall material respects with all applicable rules and regulations of the SEC, the National Association of Securities Dealers, Inc (the “NASD”), any other regulatory authority having competent jurisdiction, any states having such rules and regulations. The Distributor may obtain marketing supportwill file all Sales Material with the NASD, including financing for commissions advanced to dealersSEC and such relevant regulatory authority and states as required by the rules and regulations of the NASD, brokers or other persons responsible for orders for the SharesSEC and such regulatory authority and states, pursuant to respectively. Notwithstanding the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trustforegoing, the Distributor and Evergreen Investment Services, Inc. assumes no responsibility or liability for the representations or any omissions contained in ("EIS"i) (which was formerly known as Evergreen Keystone Investment Services the Prospectus relating to the Company and prior the Units or (ii) any Sales Materials furnished or approved by the Company that has not been submitted by the Company to that was known the Distributor for its review pursuant to this Section 2.2. “Sales Material,” as Keystone Investment Distributors Company)used herein, as marketing services agent shall include, without limitation, promotional materials, sales literature, advertisements, press releases, announcements, circulars, research reports, market letters, performance reports or summaries, form letters, posters, signs and other similar materials, whether in print, hypertext, video, audio or other media, and any items derived from the foregoing, and including sales materials intended for wholesale use (as amended i.e., broker/dealer use only) or retail use. 2.3 With the exception of (i) listings of product offerings and supplemented from time to time(ii) materials used by the Distributor on an internal basis only, the "Marketing Services Agreement"), and pursuant thereto may pay Distributor agrees not to furnish or cause to be paid furnished to EIS all any third parties or to display publicly or publish any portion of Sales Materials, except such Sales Materials relating to the Distribution Fee (Company as defined below) and CDSCs (as defined below) may be provided to which the Distributor might otherwise by the Company and, pursuant to Section 2.2 hereof, reviewed and filed by the Distributor. The Company agrees not to furnish or cause to be entitledfurnished to any third parties or to display publicly or publish any Sales Material referring to the Distributor or its trademarks, except such Sales Materials as may be approved for distribution by the Distributor upon the Company’s request. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 2.4 All activities by the Distributor and its agents partners, agents, and employees as the distributor of Shares the Units shall comply materially with all applicable federal and state laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the "Commission") SEC or any securities association registered under the Securities Exchange Act of 19341934 and the USA Patriot Act. 2.5 The Distributor (i) is a financial institution required to have an anti-money laundering program under the Bank Secrecy Act, as amended amended; (ii) is acting on behalf of its customers in its dealings with the "1934 Act"). 1.4 In selling Company; (iii) has established and will maintain policies and procedures reasonably designed to comply with the Sharesregulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control; and (iv) has established and will maintain policies and procedures reasonably designed to prevent and detect money laundering, the Distributor shall use its best efforts in all respects duly which policies and procedures adhere to conform with the requirements of all Federal and state laws relating to applicable laws, including the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow proceduresBank Secrecy Act, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time existamended. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.8 The Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, in good standing, of the NASD or are exempt from registration as a broker-dealer under the 1934 Act. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.

Services as Distributor. 1.1 The Distributor, Distributor will act as agent for the Trust, distribution of the Shares covered by the registration statement and each prospectus of the Company then in effect under the Securities Act of 1933. 1.2 Distributor agrees to use appropriate efforts to promote each Fund and to solicit orders for the purchase sale of the Shares and will undertake such advertising and promotion as it believes reasonable appropriate in connection with such solicitation. The services Company understands that Distributor may, in the future, be the distributor of the shares of several investment companies or series (together, "Competitors") including Competitors having investment objectives similar to be performed hereunder by those of the Distributor are described in more detail in Section 7 hereofCompany. The Company further understands that investors and potential investors in the Company may invest in shares of such Competitors. The Company agrees that Distributor's duties to such Competitors shall not be deemed in conflict with its duties to the Company under this paragraph 1.2. Distributor may obtain marketing supportshall, including financing for commissions advanced at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to dealers, brokers or other persons responsible for orders for result in the sale of the Shares, pursuant to the terms including, but not limited to, advertising, compensation of that certain Marketing Services Agreement dated as of January 1underwriters, 1998 among the Trustdealers and sales personnel, the Distributor printing and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior mailing of prospectuses to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement")other than current Shareholders, and pursuant thereto may pay or cause to be paid to EIS all or any portion the printing and mailing of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Fundssales literature. 1.3 All As distributor of the Shares all activities by the Distributor and its agents partners, agents, and employees as the distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 Act by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling the SharesDistributor will provide one or more persons, the Distributor shall use its best efforts in all respects duly during normal business hours, to conform respond to telephone questions with the requirements of all Federal and state laws relating respect to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the TrustCompany. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the applicable FundFunds. 1.7 1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the TrustCompany's officers may decline to accept any orders for or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.8 The 1.7 Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others. . 1.8 The Distributor shall offer Company agrees at its own expense to execute any and sell Shares only all documents and to such selected dealers as are members, furnish any and all information and otherwise to take all actions that may be reasonably necessary in good standing, connection with the registration or qualification of the NASD Company or are exempt from registration its Shares for sale in such states as a broker-dealer under the 1934 ActDistributor may designate. 1.9 The Disxxxxxxxx agrees Each of the Company and the Distributor shall furnish from time to adopt compliance standardstime, in a form satisfactory connection with the sale of the Shares, such information with respect to the Trust, governing Funds and the operation Shares as the other may reasonably request; and each warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Company shall also furnish Distributor upon request with: (a) unaudited semi-annual statements of the multiple class distribution system Funds' books and accounts, (b) a monthly itemized list of the securities in the Funds, (c) monthly balance sheets as soon as practicable after the end of each month, and (d) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. 1.10 The Company represents to Distributor that all registration statements and prospectuses filed by the Company with the Commission under which Shares are offered.the Securities Act of 1933 with respect

Services as Distributor. 1.1 The Distributor, SSGM agrees to serve as agent of the Company for the Trust, distribution of the Company’s Shares of all series and classes. The Company grants to SSGM exclusive authority to distribute the Shares. SSGM agrees to use appropriate efforts to promote each Fund and to solicit orders for the purchase sale of Shares such shares and will to undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The services SSGM agrees to be performed hereunder by offer and sell the Distributor are described Shares at the applicable public offering price or net asset value as set forth in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, brokers or other persons responsible for orders for the Shares, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trust, the Distributor and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company), as marketing services agent (as amended and supplemented from time to time, the "Marketing Services Agreement"), and pursuant thereto may pay or cause to be paid to EIS all or any portion of the Distribution Fee (as defined below) and CDSCs (as defined below) to which the Distributor might otherwise be entitled’s Registration Statement. 1.2 In distributing the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunderShares, it shall promptly notify the Distributor in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to the provisions of Section 7 hereof) as to such Fund or Funds. 1.3 All activities by the Distributor and its agents and employees as the distributor of Shares SSGM shall comply with all applicable laws, rules rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of FINRA. Likewise, in distributing Shares, SSGM shall comply with the terms of the Participation Agreement in effect among it, the Company and the Insurer to which it is offering or selling Shares. 1.3 SSGM agrees to devote reasonable time and effort to solicit sales of the Shares, but will not be obligated to sell any specific number of Shares. The services of SSGM to the Company under this Agreement are not exclusive and nothing contained herein shall prevent SSGM from serving as distributor of securities of other issuers, including shares of other investment companies, as long as such service to such other issuers does not impair SSGM’s obligations under this Agreement. 1.4 The Funds shown on Schedule A may, up to the limits of the appropriate Distribution and Service Plan, compensate SSGM for all or a part of the activities described in this Section 1. No provision of this Agreement shall be interpreted to prohibit: • a Fund to pay SSGM, • SSGM to pay principal underwriters of Contracts and Policies, or • SSGM or the Company to pay broker-dealers selling Contracts or Policies, or other broker-dealers or financial intermediaries, that participate in activities primarily intended to promote the sale of Shares, where such payments are made or adopted pursuant to a Distribution and Service Plan adopted by the Company on behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act Act. SSGM shall prepare reports to the Company’s Board of Directors regarding its activities under this Agreement as shall, from time to time, be reasonably requested by the Securities Board, including reports about the use of Distribution and Exchange Commission Service Plan payments, if any. 1.5 Consistent with the foregoing, SSGM may retain any “front-end” sales charge imposed in the future on a class of Shares (the "Commission"and re-allow a portion thereof) or any securities association registered contingent deferred sales charge imposed on the redemption of fund shares as specified in the Registration Statement. 1.6 In furtherance of its duties under this Agreement, SSGM shall become a party to each Participation Agreement on terms reasonably acceptable to SSGM. In furtherance of its duties under this Agreement, SSGM may enter into agreements with the principal underwriters of Contracts and Policies pursuant to which such principal underwriters will promote the indirect sale of Class 3 Shares of the Funds shown on Schedule A, by promoting such Fund as an investment option under the Securities Exchange Act of 1934, as amended (the "1934 Act"). 1.4 In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform Contracts and Policies. Agreements with the requirements principal underwriters of all Federal Contracts and state laws relating Policies shall conform, in substance, to the sale of such securities. Neither the Distributor, any selected dealer or any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically a form approved by the Trust. 1.5 The Distributor Company and provide that such underwriters shall adopt carry out their duties under such agreements in compliance with: • all applicable laws, rules, and follow proceduresregulations, as approved by including, without limitation, • the officers 1940 Act, • 1933 Act, • 1934 Act, • all rules and regulations adopted thereunder, and • all rules of FINRA • the Registration Statement, and • the terms of the Trust, for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable FundParticipation Agreement. 1.7 Whenever Subject to the terms of the applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or political or, political, conditions, or by abnormal circumstances of any kind, the Trust's Company’s officers may decline to accept any orders for for, or make any sales of Shares until such time as those such officers deem consider it advisable for the Company to accept such orders and to make such sales. The Company agrees to promptly advise SSGM of its determination to recommence offers and sales of Shares. The Company’s transfer agent shall record Share transactions in “book-entry” form and maintain such records. 1.8 The Distributor will act only on its own behalf SSGM agrees that it is a principal underwriter to the Company as principal if it chooses to enter into selling agreements with selected dealers or others. The Distributor shall offer and sell Shares only to such selected dealers as are members, identified in good standing, of the NASD or are exempt from registration as a broker-dealer Rule 38a-1 under the 1934 Act1940 Act and will provide to the Company the information required of it under the Rule. 1.9 SSGM represents and warrants that it: (a) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (b) will notify the Company promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (c) will promptly remedy any such deficiency. 1.10 The Disxxxxxxxx agrees Company agrees, at its own expense, to adopt compliance standardsexecute any and all documents, furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with registering the Shares under the 1933 Act to the extent necessary to have available for sale the number of Shares as may reasonably be expected to be purchased. Likewise, the Company will bear all costs and expenses, including fees and disbursements of its counsel and independent accountants, in a form satisfactory to connection with the Trust, governing the operation preparation and filing of the multiple class distribution system Registration Statement (including prospectuses contained therein) under which Shares are offeredthe 1933 Act and the 0000 Xxx.

Services as Distributor. 1.1 The Distributor, as agent for the Trust, XXXX agrees to use appropriate efforts to promote each Fund and to solicit orders for the purchase sale of Shares shares of the Company and will to undertake such advertising and promotion as that it believes reasonable in connection with such the solicitation. The services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, including financing for commissions advanced to dealers, brokers or other persons responsible for orders . 1.2 XXXX will act as agent for the Sharesdistribution of shares of the Company covered by, pursuant to the terms of that certain Marketing Services Agreement dated as of January 1, 1998 among the Trustand in accordance with, the Distributor and Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to that was known as Keystone Investment Distributors Company)'s Registration Statement on Form N-1A then in effect under the Securities Act of 1933, as marketing services agent amended (as amended and supplemented from time to time, the "Marketing Services AgreementSecurities Act"), the Registration Statement on Form N-1A, together with the Prospectus (the "Prospectus") and pursuant thereto may pay or cause to be paid to EIS all or any portion statement of additional information (the "Statement") included as part of the Distribution Fee (as defined below) Registration Statement on Form N-1A, any amendments to the Registration Statement on Form N-1A, and CDSCs (as defined below) any supplements to, or material incorporated by reference into the Prospectus or Statement, being referred to which the Distributor might otherwise be entitled. 1.2 In the event that the Trust establishes additional investment series with respect to which it desires to retain the Distributor to act as distributor for Class B shares hereunder, it shall promptly notify the Distributor collectively in writing. If the Distributor is willing to render such services it shall notify the Trust in writing whereupon such series shall become a Fund and its Class B shares shall become Shares hereunder. The Trust, on behalf of a Fund or Funds may terminate or amend this Agreement (subject to as the provisions of Section 7 hereof) as to such Fund or Funds"Registration Statement." 1.3 All activities by the Distributor and its agents and employees XXXX as the distributor of Shares shall shares of the Company will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act Act"), by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "1934 Exchange Act"). 1.4 In selling (a) XXXX will have the Sharesright to purchase from the Company the shares needed, but not more than the Distributor shall use its best efforts shares needed (except for clerical errors in all respects duly transmission), to conform fill unconditional orders for shares placed through XXXX. The price that XXXX will pay for the shares so purchased from the Company will be the current public offering price on which the orders were based, as described in paragraph (b) of this Section 1.4. (b) The public offering price of the shares of the Company will be the net asset value determined as set forth in the Registration Statement, plus any applicable sales charge. (c) XXXX will have the right to enter into selected dealer agreements. All dealers of Company shares will act in accordance with the requirements Registration Statement then in effect under the Securities Act. All activities by dealers of Company shares will comply with all Federal applicable laws, rules and state laws relating regulations, including, without limitation, all rules and regulations made or adopted pursuant to the sale of such securities. Neither Securities Act and the Distributor1940 Act by the Commission or any securities association registered under the Exchange Act. (d) The Company's transfer and dividend agent, any selected dealer or any other person is authorized agent designated in writing by the Trust to give any information or to make any representationsCompany, other than those contained in the Trust's registration statement (the "Registration Statement") or related Fund prospectus and statement will be promptly advised by XXXX of additional information ("Prospectus and Statement of Additional Information") and any sales literature specifically approved by the Trust. 1.5 The Distributor shall adopt and follow procedures, as approved by the officers all purchase orders for shares of the TrustCompany. The Company may cease, for on the confirmation basis of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. 1.6 The Distributor will transmit any orders received by it for purchase or redemption of Shares to the transfer agent and custodian for the applicable Fund. 1.7 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances on the basis of any kindother abnormal conditions, the Trust's officers may decline to accept any orders for Company shares or make any sales of Shares continue to sell shares until such time as those officers the Directors deem it advisable to accept such the orders and to make such the sales. The Company will promptly advise XXXX of the determination to recommence accepting orders or selling shares. The Company (or its agent) will confirm orders for shares upon their receipt, or in accordance with any exemptive order of the Commission, and will make appropriate book entries pursuant to the instructions of XXXX. XXXX agrees to cause payment for shares and instructions as to book entries to be delivered promptly to the Company (or its agent). 1.8 1.5 The Distributor will act only on its own behalf outstanding shares of the Company are subject to redemption as principal if it chooses set forth in the Company's Articles of Incorporation dated as of May 14, 1984, as amended from time to enter into selling agreements time (the "Articles of Incorporation"), and in accordance with selected dealers or othersthe applicable provisions set forth in the Prospectus. The Distributor shall offer and sell Shares only price to such selected dealers be paid to redeem the shares will be equal to their net asset value, determined as are members, set forth in good standing, of the NASD or are exempt from registration as a broker-dealer under the 1934 ActProspectus. 1.9 The Disxxxxxxxx agrees to adopt compliance standards, in a form satisfactory to the Trust, governing the operation of the multiple class distribution system under which Shares are offered.