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EXHIBIT (e)(1)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of October, 1999 (the
"Agreement") by and between Northern Funds (the "Fund"), a Massachusetts
business trust, and Northern Funds Distributors, LLC, a Wisconsin limited
liability company (the "Distributor").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is currently offering shares of beneficial interest (the "Shares"),
representing interests in investment portfolios of the Fund identified on
Schedule A hereto (the "Portfolios") which are registered with the Securities
and Exchange Commission (the "SEC") pursuant to the Fund's Registration
Statement on Form N-1A (the "Registration Statement"); and
WHEREAS, the Fund desires to retain the Distributor as distributor for
the Portfolios to provide for the sale and distribution of the Shares of the
Portfolios identified on Schedule A and for such additional classes or series as
the Fund may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Fund hereby appoints the Distributor as exclusive distributor of
the Shares covered by the Registration Statement then in effect under
the Securities Act of 1933, as amended (the "1933 Act"), on the terms
and for the periods set forth in this Agreement. The Distributor hereby
accepts such appointment and agrees to render the services and perform
the duties set forth in this Agreement without compensation. The
Distributor will have no liability for payment for the purchase of
Shares by unaffiliated investors sold pursuant to this Agreement or
with respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as
agent, from time to time during the term of this Agreement at the
Shares' then current net asset value (with any purchase price
adjustments, as applicable). The net asset value of the Shares shall be
determined in the manner provided in the then current prospectus and
statement of additional information relating to the Shares
(collectively, the "Prospectus" and "Statement of Additional
Information"), and when determined shall be applicable to all
transactions as provided in the Prospectus. The net asset value of the
Shares shall be calculated by the Fund or by another entity on behalf
of the Fund. The Distributor shall have no duty to inquire into, or
liability for, the accuracy of the net asset value per Share as
calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares. The Distributor shall, at its own expense,
finance appropriate activities which are primarily intended to result
in the sale of Shares, including, but not limited to, the
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distribution services set forth in Schedule B to this Agreement. It
is contemplated that the Distributor may enter into selling agreements
with securities dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and estate
planning firms, with respect to the offering of Shares to the public.
The Distributor will require each dealer with whom the Distributor has
a selling agreement to conform to the applicable provisions of the
Registration Statement, with respect to the public offering price of
the Shares, and the Distributor shall not cause the Fund to withhold
the placing of purchase orders so as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future
be, the distributor of the shares of several investment companies or
series (collectively, the "Investment Entities"), including Investment
Entities having investment objectives similar to those of the
Portfolios. The Fund further understands that investors and potential
investors in the Portfolios may invest in shares of such other
Investment Entities. The Fund agrees that the Distributor's duties to
such Investment Entities shall not be deemed in conflict with its
duties to the Fund under this Section 1.4.
1.5 The Distributor shall not utilize any materials in connection with the
sale or offering of Shares except the Fund's then current Prospectus
and Statement of Additional Information and such other materials as the
Fund shall provide or approve. The Fund agrees to furnish the
Distributor with sufficient copies of any and all communications with
the public or other materials which the Fund intends to use in
connection any sales of Shares, in adequate time for the Distributor to
file and clear such materials with the proper authorities before they
are put in use. The Distributor and the Fund may agree that any such
material does not need to be filed subsequent to distribution. In
addition, the Fund agrees not to use any such materials until so filed
and cleared for use, if required, by appropriate authorities as well as
by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as
distributor of the Shares, shall comply with all applicable laws, rules
and regulations, including, without limitation, all rules and
regulations made or adopted by the SEC or the National Association of
Securities Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline
to accept any orders for, or make any sales of, the Shares until such
time as the Fund deems it advisable to accept such orders and to make
such sales, and the Fund shall notify the Distributor promptly of any
such determination.
1.9 The Fund agrees to execute any and all documents and to furnish any and
all information and otherwise to take all actions that may be
reasonably necessary in connection with the qualification of the Shares
for sale in such states where Shares are offered for sale. The Fund
shall notify the Distributor in writing of the states in which the
Shares are to be sold
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and shall notify the Distributor in writing of any changes to the
information contained in the previous notification.
1.10 The Fund shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Fund and
the Shares as the Distributor may reasonably request; and the Fund
warrants that the statements contained in any such information shall
fairly show or represent what they purport to show or represent. The
Fund shall also furnish the Distributor upon request with: (a) audited
annual statements and unaudited semi-annual statements of a Portfolio's
books and accounts prepared by the Fund, (b) quarterly earnings
statements of a Portfolio prepared by the Fund, (c) a monthly itemized
list of the securities in a 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 financial condition of a
Portfolio as the Distributor may reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements
and Prospectuses filed by the Fund with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the
requirements of the 1933 Act and the rules and regulations of the SEC
thereunder. As used in this Agreement, the term "Registration
Statement" shall mean any Registration Statement and any Prospectus and
any Statement of Additional Information relating to the Fund filed with
the SEC and any amendments or supplements thereto at any time filed
with the SEC. Except as to information included in the Registration
Statement in reliance upon information provided to the Fund by the
Distributor or any affiliate of the Distributor expressly for use in
the Registration Statement, the Fund represents and warrants to the
Distributor that any Registration Statement, when such Registration
Statement becomes effective, will contain statements required to be
stated therein in conformity with the 1933 Act and the rules and
regulations of the SEC; that all statements of fact contained in any
such Registration Statement will be true and correct when such
Registration Statement becomes effective; and that no Registration
Statement 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 the Shares. The
Distributor may but shall not be obligated to propose from time to time
such amendment or amendments to any Registration Statement and such
supplement or supplements to any Prospectus as, in the light of future
developments, may, in the opinion of the Distributor's counsel, be
necessary or advisable. The Distributor shall promptly notify the Fund
of any advice given to it by its counsel regarding the necessity or
advisability of amending or supplementing such Registration Statement.
If the Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Fund
of a written request from the Distributor to do so, the Distributor
may, at its option, terminate this Agreement. The Fund shall not file
any amendment to any Registration Statement or supplement to any
Prospectus without giving the Distributor reasonable notice thereof in
advance; provided, however, that nothing contained in this 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 Fund may deem
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advisable, such right being in all respects absolute and unconditional.
The Fund authorizes the Distributor to use any Prospectus or Statement
of Additional Information in the form furnished by the Fund from time
to time in connection with the sale of the Shares.
1.12 No Shares shall be offered by either the Distributor or the Fund under
any of the provisions of this Agreement and no orders for the purchase
or sale of Shares hereunder shall be accepted by the Fund if and so
long as effectiveness of the Registration Statement then in effect or
any necessary amendments thereto shall be suspended under any of the
provisions of the 1933 Act, or if and so long as a current Prospectus
as required by Section 5(b)(2) of the 1933 Act is not on file with the
SEC; provided, however, that nothing contained in this Section 1.12
shall in any way restrict or have any application to or bearing upon
the Fund's obligation to redeem Shares tendered for redemption by any
shareholder in accordance with the provisions of the Fund's
Registration Statement or Agreement and Declaration of Trust.
1.13 The Fund agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration
Statement, Prospectus or Statement of Additional Information
then in effect or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement,
Prospectus or Statement of Additional Information then in
effect or the initiation by service of process on the Fund of
any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the Registration Statement,
Prospectus or Statement of Additional Information then in
effect or that requires the making of a change in such
Registration Statement, Prospectus or Statement of Additional
Information in order to make the statements therein not
misleading; and
(d) of all actions of the SEC with respect to any amendments to
any Registration Statement, Prospectus or Statement of
Additional Information which may from time to time be filed
with the SEC.
For purposes of this Section 1.13, informal requests by or acts of the
staff of the SEC shall not be deemed actions of or requests by the SEC.
1.14 The Fund represents and warrants to the Distributor that the Fund is an
investment company registered under the 1940 Act and the Shares sold by
each Portfolio are, and will be, registered under the 1933 Act.
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1.15 The Distributor agrees to maintain, and preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act, such records as are
required to be maintained by Rule 31a-1(d) under the 1940 Act.
2. COMPENSATION AND EXPENSES
The Fund will bear the following expenses:
(a) preparation, printing and distribution of sufficient copies of
the Prospectus and Statement of Additional Information to
existing shareholders;
(b) preparation, printing and distribution of reports and other
communications (not prepared by the Distributor) to existing
shareholders;
(c) registration of the Shares under the federal and state
securities laws;
(d) maintaining facilities for the issue and transfer of Shares;
(e) supplying information, prices and other data to be furnished
by the Fund under this Agreement;
(f) any original issue taxes or other transfer taxes applicable to
the sale or delivery of the Shares or certificates therefor;
and
(g) any payments made in accordance with any plan adopted pursuant
to Rule 12b-1 under the 1940 Act.
3. INDEMNIFICATION
3.1 The Fund agrees to indemnify and hold the Distributor, its officers,
directors, and employees, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which the Distributor, its officers,
directors, employees or any such controlling person may incur under the
1933 Act, under any other statute, or under common law or otherwise,
arising out of or based upon (i) any untrue statement, or alleged
untrue statement, of a material fact contained in the Fund's
Registration Statement, Prospectus or Statement of Additional
Information (including amendments and supplements thereto), or (ii) any
omission, or alleged omission, to state a material fact required to be
stated in the Fund's Registration Statement, Prospectus or Statement of
Additional Information (including amendments or supplements thereto) or
necessary to make the statements therein not misleading; provided,
however, that insofar as any losses, claims, damages, costs, charges,
payments, liabilities or expenses arise out of or are based upon any
such untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information
furnished to the Fund by the Distributor or its affiliated persons for
use in the Fund's Registration Statement,
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Prospectus or Statement of Additional Information (including amendments
or supplements thereto), such indemnification is not applicable; and
further provided that the Fund's agreement to indemnify the Distributor
and the Fund's representations and warranties hereinbefore set forth in
Section 1.11 shall not be deemed to cover any liability to the Fund,
its officers, trustees or shareholders to which the Distributor would
otherwise be subject by reason of: (a) the Distributor's willful
misfeasance, bad faith or negligence in the performance of its duties
and obligations, or by reason of the Distributor's reckless disregard
of its duties and obligations under this Agreement; or (b) the
Distributor's breach of Section 12 of this Agreement. The Fund agrees
and acknowledges that the Distributor has not prior to the date hereof
assumed, and will not assume, any obligations or liabilities arising
out of the conduct of the Fund or its distributor prior to the date
hereof of those duties which the Distributor has agreed to perform
pursuant to this Agreement. The Fund further agrees to indemnify the
Distributor against any losses, claims, damages or liabilities to which
the Distributor may become subject in connection with the conduct by
the Fund or its distributor of such duties prior to the date hereof;
provided that the Fund's agreement to indemnify the Distributor shall
not be deemed to cover any liability to the Fund, its officers,
trustees or shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or negligence in
the performance of its duties and obligations, or by reason of the
Distributor's reckless disregard of its duties and obligations under
this Agreement.
3.2 The Distributor agrees to indemnify and hold harmless the Fund, its
several officers and trustees and each person, if any, who controls a
Portfolio within the meaning of Section 15 of the 1933 Act, from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of
any sort or kind which the Fund, its officers or trustees, or any such
controlling person, may incur under the 1933 Act, under any other
statute, or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its officers or
trustees, or any controlling person, resulting from such claims or
demands, shall arise out of or be based upon any untrue statement, or
alleged untrue statement, of a material fact contained in the Fund's
Registration Statement, Prospectus or Statement of Additional
Information (including amendments and supplements thereto), or any
omission, or alleged omission, to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished or confirmed to the Fund by the Distributor or
its affiliated persons (as defined in the 1940 Act). The Distributor
also agrees to indemnify and hold harmless the Fund, its officers or
trustees, or any controlling person in connection with any claim or in
connection with any action, suit or proceeding which arises out of or
is alleged to arise out of: (a) the Distributor's willful misfeasance,
bad faith or negligence in the performance of its duties and
obligations, or by reason of the Distributor's reckless disregard of
its duties and obligations under this Agreement; or (b) the
Distributor's breach of Section 12 of this Agreement. The foregoing
rights of indemnification shall be in addition to any other rights to
which the Fund, its officers or trustees, or any controlling person
shall be entitled to as a matter of law.
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3.3 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying
Party in writing promptly after identifying any situation which it
believes presents or appears likely to present a claim for
indemnification (an "Indemnification Claim") against the Indemnifying
Party, although the failure to do so shall not relieve the Indemnifying
Party from any liability which it may otherwise have to the Indemnified
Party, and the Indemnified Party shall keep the Indemnifying Party
advised with respect to all developments concerning such situation. The
Indemnifying Party shall be entitled to participate at its own expense
in the defense, or if it so elects, to assume the defense of, any
Indemnification Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense
shall be conducted by counsel of good standing chosen by the
Indemnifying Party and approved by the Indemnified Party, which
approval shall not be unreasonably withheld. In the event the
Indemnifying Party elects to assume the defense of any such
Indemnification Claim and retain such counsel, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by
the Indemnified Party. In the event that the Indemnifying Party does
not elect to assume the defense of any such Indemnification Claim, or
in case the Indemnified Party reasonably does not approve of counsel
chosen by the Indemnifying Party, or in case there is a conflict of
interest between the Indemnifying Party or the Indemnified Party, the
Indemnifying Party will reimburse the Indemnified Party for the fees
and expenses of any counsel retained by the Indemnified Party. The Fund
agrees promptly to notify the Distributor of the commencement of any
litigation or proceedings against the Fund or any of its officers or
trustees in connection with the issue and sale of any of the Shares,
and the Distributor agrees promptly to notify the Fund of the
commencement of any litigation or proceedings against the Distributor
or any of its officers, directors, employees or controlling persons in
connection with the issuance and sale of any of the Shares. The
Indemnified Party will not confess any Indemnification Claim or make
any compromise in any case in which the Indemnifying Party will be
asked to provide indemnification, except with the Indemnifying Party's
prior written consent.
3.4 The obligations of the parties hereto under this Section 3 shall
survive the termination of this Agreement.
3.5 The Fund's indemnification agreement contained in this Section 3 and
the Fund's representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, its officers,
directors and employees, or any controlling person, and shall survive
the delivery of any Shares. This agreement of indemnity will inure
exclusively to the Distributor's benefit, to the benefit of its several
officers, directors and employees, and their respective estates and to
the benefit of its controlling persons and their successors.
3.6 The Distributor's indemnification agreement contained in this Section 3
and the Distributor's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Fund
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or its officers and trustees, or any controlling person, and shall
survive the delivery of any Shares.
4. STANDARD OF CARE; LIMITATION OF LIABILITY
4.1 The Distributor shall not be liable to the Fund for any error of
judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of its obligations and duties under
this Agreement, except a loss resulting from: (a) the Distributor's
willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof;
or (b) the Distributor's breach of Section 12 of this Agreement.
4.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
4.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO
THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES, PROVIDED, HOWEVER, THAT
NOTHING CONTAINED IN THIS SECTION 4.3 SHALL BE CONSTRUED SO AS TO LIMIT
THE RIGHTS OF ANY SHAREHOLDER OF THE FUND, WHETHER SUING ON HIS, HER OR
ITS OWN BEHALF OR DERIVATIVELY THROUGH THE FUND, TO CONSEQUENTIAL
DAMAGES.
5. TERM
5.1 This Agreement shall become effective on the date first written above
and, unless sooner terminated as provided herein, shall continue until
September 30, 2000 and thereafter shall continue automatically for
successive one-year terms, provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Trustees or (ii)
by a vote of a majority (as defined in the 1940 Act and Rule 18f-2
thereunder) of the outstanding voting securities of the Fund, provided
that in either event the continuance is also approved by a majority of
the trustees who are not parties to this Agreement and who are not
interested persons (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable without
penalty, on at least sixty days' written notice, by the Fund's Board of
Trustees, by vote of a majority (as defined in the 1940 Act and Rule
18f-2 thereunder) of the outstanding voting securities of the Fund, or
by the Distributor. This Agreement will also terminate automatically in
the event of its assignment (as defined in the 1940 Act and the rules
thereunder).
5.2 In the event a termination notice is given by the Fund and provided
that the Distributor is not in default under this Agreement at the time
of such termination notice, all expenses associated with movement of
records and materials and conversion thereof to a successor distributor
will be borne by the Fund.
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6. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed by
each party. No such writing shall be effective as against the
Distributor unless said writing is executed by a Senior Vice President,
Executive Vice President or President of the Distributor. No such
writing shall be effective as against the Fund unless said writing is
executed by the Chairman of the Fund's Board of Trustees. A party's
waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term
or condition.
7. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Fund have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Fund and the Distributor, and no
presumptions arise favoring any party by virtue of the authorship of
any provision of this Agreement.
8. PUBLICITY
Neither the Distributor nor the Fund shall release or publish news
releases, public announcements, advertising or other publicity relating
to this Agreement or to the transactions contemplated by it without
prior review and written approval of the other party; provided,
however, that either party may make such disclosures as are required by
legal, accounting or regulatory requirements after making reasonable
efforts in the circumstances to consult in advance with the other
party.
9. SEVERABILITY
The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the remainder of this
Agreement. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties. Without limiting the generality of this paragraph, if a court
determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement shall
remain fully effective.
10. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default
or delay is caused, directly or indirectly, by circumstances beyond
such party's reasonable control. In any such event, the non-performing
party shall be excused from any further performance and observance of
the obligations so affected only for so long as such circumstances
prevail and such
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party continues to use commercially reasonable efforts to recommence
performance or observance as soon as practicable.
11. MISCELLANEOUS
11.1 Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund or the Distributor shall be
sufficiently given if addressed to the party and received by it at its
office set forth below or at such other place as it may from time to
time designate in writing.
To the Fund:
Xxxxx X. Xxxxxx, Esq.
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx - X-0
Xxxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxx, Esq.
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
To the Distributor:
c/o Provident Distributors, Inc.
Four Falls Corporate Center
0xx Xxxxx
Xxxx Xxxxxxxxxxxx, XX 00000-0000
with a copy to the Distributor's
Chief Legal Officer
11.2 The laws of the Commonwealth of Massachusetts, excluding the applicable
provisions of the 1940 Act, shall govern the interpretation, validity,
and enforcement of this Agreement. To the extent the provisions of
Massachusetts law or the provisions hereof conflict with the 1940 Act,
the 1940 Act shall control. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in
the City of Boston, and the Distributor and the Fund hereby submit
themselves to the exclusive jurisdiction of those courts.
11.3 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
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11.4 The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
11.5 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and is not intended
to confer upon any other person any rights or remedies hereunder.
12. CONFIDENTIALITY
12.1 The parties agree that the Proprietary Information (defined below) is
confidential information of the parties and their respective licensers.
The Fund and the Distributor shall exercise at least the same degree of
care, but not less than reasonable care, to safeguard the
confidentiality of the Proprietary Information of the other as it would
protect its own Proprietary Information. The Fund and the Distributor
may use the Proprietary Information only to exercise their respective
rights or perform their respective duties under this Agreement. Except
as otherwise required by law, the Fund and the Distributor shall not
duplicate, sell or disclose to others the Proprietary Information of
the other, in whole or in part, without the prior written permission of
the other party. The Fund and the Distributor may, however, disclose
Proprietary Information to their respective employees who have a need
to know the Proprietary Information to perform work for the other,
provided that the Fund and the Distributor shall use reasonable efforts
to ensure that the Proprietary Information is not duplicated or
disclosed by their respective employees in breach of this Agreement.
The Fund and the Distributor may also disclose the Proprietary
Information to independent contractors, auditors and professional
advisors, provided they first agree in writing to be bound by
confidentiality obligations substantially similar to this Section 12.
Notwithstanding the previous sentence, in no event shall either the
Fund or the Distributor disclose the Proprietary Information to any
competitor of the other without specific, prior written consent.
12.2 Proprietary Information means:
(a) any data or information that is completely sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales estimates,
business plans, and internal performance results relating to the past,
present or future business activities of the Fund or the Distributor,
their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or the
Distributor a competitive advantage over its competitors;
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases,
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inventions, know-how, show-how and trade secrets, whether or not
patentable or copyrightable;
(d) all documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible manifestation
of the foregoing of either party which now exist or come into the
control or possession of the other; and
(e) with respect to the Fund, all records and other information
relative to the Fund and its prior, present or potential shareholders
(and clients of such shareholders).
12.3 Notwithstanding the foregoing, it is hereby understood and agreed by
the parties hereto that any marketing strategies, financing plans,
customer profiles, sales estimates, business plans or similar items
prepared or developed by the Distributor for the benefit of the Fund
shall be considered the Proprietary Information of the Fund and nothing
in this Agreement shall be construed to prevent or prohibit the Fund
from disclosing such Proprietary Information to a successor
distributor.
12.4 The obligations of the parties hereto under this Section 12 shall
survive the termination of this Agreement.
13. TRUSTEE AND SHAREHOLDER LIABILITY
This Agreement is executed by or on behalf of the Fund with respect to
each of the Portfolios and the obligations hereunder are not binding
upon any of the trustees, officers or shareholders of the Fund
individually but are binding only upon the Portfolio to which such
obligations pertain and the assets and property of such Portfolio. All
obligations of the Fund under this Agreement shall apply only on a
Portfolio-by-Portfolio basis, and the assets of one Portfolio shall not
be liable for the obligations of another Portfolio. The Fund's
Declaration of Trust is on file with the Secretary of the Commonwealth
of Massachusetts.
14. ENTIRE AGREEMENT
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous proposals, agreements,
contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NORTHERN FUNDS
By: /s/ Jylanne Xxxxx
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Name: Jylanne Xxxxx
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Title: Sr. Vice President
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NORTHERN FUNDS DISTRIBUTORS, LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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SCHEDULE A
NAME OF PORTFOLIOS
Money Market Fund
U.S. Government Money Market Fund
U.S. Government Select Money Market Fund
Tax-Exempt Money Market Fund
Municipal Money Market Fund
California Municipal Money Market Fund
U.S. Government Fund
Short-Intermediate U.S. Government Fund
Intermediate Tax-Exempt Fund
California Intermediate Tax-Exempt Fund
Florida Intermediate Tax-Exempt Fund
Fixed Income Fund
Tax-Exempt Fund
Arizona Tax-Exempt Fund
California Tax-Exempt Fund
International Fixed Income Fund
High Yield Municipal Fund
High Yield Fixed Income Fund
Income Equity Fund
Stock Index Fund
Growth Equity Fund
Select Equity Fund
Mid Cap Growth Fund
Small Cap Index Fund
Small Cap Fund
Small Cap Growth Fund
International Growth Equity Fund
International Select Equity Fund
Technology Fund
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SCHEDULE B
DISTRIBUTION SERVICES
The Distributor shall, at its own expense, finance appropriate activities which
are primarily intended to result in the sale of the Shares. Such services shall
include, but are not limited to:
1. Preparation and execution of selling agreements
monitoring accruals
monitoring expenses
making disbursements for expenses and fees
2. Advertising and sales literature submission to the NASD
3. Investor qualification calls, as necessary
4. Printing and mailing of Prospectuses to other than existing
shareholders
5. Formation and maintenance of a private label distributor for the Shares
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