0001193125-13-297456 Sample Contracts

NORTHERN FUNDS SUB-ADVISORY AGREEMENT Multi-Manager High Yield Opportunity Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds • Illinois

Sub-Advisory Agreement (this “Agreement”) entered into as of the 19th day of September, 2012, by and among Northern Trust Investments, Inc. and The Northern Trust Company of Connecticut (together, the “Advisers”), and DDJ Capital Management, LLC, a Massachusetts limited liability company (the “Sub-Adviser”).

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NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of October, 2012, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Denver Investment Advisors, LLC (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of October, 2012, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and NWQ Investment Management Company, LLC (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager Emerging Markets Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Pzena Investment Management LLC, a Delaware limited liability company (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager High Yield Opportunity Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Loomis, Sayles & Company, LP, a Delaware limited partnership (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager Mid Cap Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Systematic Financial Management LP, a Delaware partnership (“the Sub-Adviser”).

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT MULTI-MANAGER FUNDS
Expense Reimbursement Agreement • July 22nd, 2013 • Northern Funds • Illinois

Agreement (“Agreement”) dated as of the 16th day of May, 2013 by and among NORTHERN FUNDS (the “Trust”), a Delaware statutory trust and a registered investment company under the Investment Company Act of 1940, as amended, NORTHERN TRUST INVESTMENTS, INC. (“NTI”) and THE NORTHERN TRUST COMPANY OF CONNECTICUT (“NTCC”) (each an “Adviser” and together, the “Advisers”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager International Equity Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Earnest Partners, LLC a Delaware limited liability company (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Brookfield Investment Management Inc., a Delaware corporation (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager Global Real Estate Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and EII Realty Securities, Inc., a Delaware Corporation (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment No. 2 (the “Amendment”), dated of the 1st day of October, 2012, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc.) (together, the “Advisers”), and Jennison Associates LLC (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager Small Cap Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Hotchkis and Wiley Capital Management, LLC a Delaware limited liability company (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of October, 2012, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Delaware Management Company, a Series of Delaware Management Business Trust(“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager International Equity Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Northern Cross, LLC, a Massachusetts limited liability company (“the Sub-Adviser”).

ASSIGNMENT AND ASSUMPTION OF SUBADVISORY AGREEMENT
Assignment and Assumption of Subadvisory Agreement • July 22nd, 2013 • Northern Funds

This Assignment and Assumption of Subadvisory Agreement is made as of May 22, 2013 by and between Delaware Management Company (“DMC”) and Delaware Investments Fund Advisers (“DIFA”), each a series of Delaware Management Business Trust, a Delaware statutory trust (“DMBT”).

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • July 22nd, 2013 • Northern Funds • Illinois

Agreement (“Agreement”) dated as of the 9th day of November, 2012 by and among NORTHERN FUNDS (the “Trust”), a Delaware statutory trust and a registered investment company under the Investment Company Act of 1940, as amended, NORTHERN TRUST INVESTMENTS, INC. (“NTI”) and THE NORTHERN TRUST COMPANY OF CONNECTICUT (“NTCC”) (each an “Adviser” and together, the “Advisers”).

NORTHERN FUNDS AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 5th day of March, 2013, is entered into between Northern Trust Investments, Inc. (formerly Northern Trust Investments, N.A.) and The Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and Geneva Capital Management Ltd. (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT Multi-Manager Global Real Estate Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and CBRE Clarion Securities, LLC, a Delaware limited liability company (“the Sub-Adviser”).

NORTHERN FUNDS AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT Multi-Manager Emerging Markets Fund
Sub-Advisory Agreement • July 22nd, 2013 • Northern Funds

This Amendment, dated of the 1st day of January, 2013, is entered into between Northern Trust Investments, Inc. and Northern Trust Company of Connecticut (formerly, Northern Trust Global Advisors, Inc. (together, the “Advisers”), and PanAgora Asset Management Inc., a Delaware corporation (“the Sub-Adviser”).

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