DISTRIBUTION AGREEMENTDistribution Agreement • May 28th, 2010 • Northern Funds • Delaware
THIS AGREEMENT is made as of this 31st day of March, 2009 (the “Agreement”) by and between Northern Funds (the “Fund”), a Delaware statutory trust, and Northern Funds Distributors, LLC, a Wisconsin limited liability company (the “Distributor”).
Drinker Biddle & Reath LLP One Logan Square, Suite 2000 Philadelphia, PA 19103Agreement and Plan of Reorganization • May 28th, 2010 • Northern Funds
We have acted as counsel to the Transferor Fund and the Acquiror Fund (collectively, the “Funds”), each a series of Northern Funds, a Delaware statutory trust (the “Trust”), in connection with the transfer of all of the assets and liabilities of the Transferor Fund to the Acquiror Fund, followed by the distribution by the Transferor Fund to its shareholders of the Acquiror Fund shares (collectively, the “Reorganization”), pursuant to the Plan of Reorganization, dated December 14, 2009, adopted by the Trust and the Funds (the “Plan”). You have asked for our opinion as to certain Federal income tax consequences of the Reorganization. (All capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Plan.)
FORM OF ASSUMPTION AGREEMENTAssumption Agreement • May 28th, 2010 • Northern Funds
AGREEMENT made as of , 2010 among NORTHERN TRUST INVESTMENTS, N.A. (“NTI”) and NORTHERN TRUST GLOBAL INVESTMENTS LIMITED (“NTGIL”), each a subsidiary of THE NORTHERN TRUST COMPANY.
