Common use of Services as Distributor Clause in Contracts

Services as Distributor. (a) Distributor will act as agent for the distribution 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, 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 solicit orders for the 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor shall act as distributor of the Shares in compliance 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 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. 2.3 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make 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 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 qualification as 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 time, for use in connection with the 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. 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 additional information regarding Northern Funds' financial condition as Distributor 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 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 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. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectusesprospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 The Distributor shall act as distributor of the Shares shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsTHE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the "Administration Agreement"),the Trust agrees 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 shares under the 1933 ActSecurities Act of 1933, as amended, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by Northern Funds the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares shares for sale in such states as the Distributor may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. the Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by the Distributor in connection with the sale by Distributor of Shares shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to Northern Funds the Trust and the Shares shares as the Distributor may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust's officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish the Distributor upon request with: : (a) annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each of the Funds prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust's financial condition as the Distributor may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to the Distributor that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange Commission with respect to any of the Shares shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds The Trust represents and warrants to the Distributor that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this agreement. The Trust 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 into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) Distributor will act 1.1 The Distributor, as agent for the distribution of Shares in accordance with the instructions of Northern Funds' Board of Trustees and the registration statement and prospectuses then in effect with respect Trust, agrees to the Funds under the Securities Act of 1933, 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 sale purchase of SharesShares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. DistributorThe services to be performed hereunder by the Distributor are described in more detail in Section 7 hereof. The Distributor may obtain marketing support, at its own expenseincluding financing for commissions advanced to dealers, shall finance appropriate activities which it deems reasonable which are primarily intended to result in brokers or other persons responsible for orders for the sale of Shares, includingpursuant to the terms of that certain Marketing Services Agreement dated as of January 1, but not limited to, advertising1998 among the Trust, the printing Distributor and mailing of prospectuses Evergreen Investment Services, Inc. ("EIS") (which was formerly known as Evergreen Keystone Investment Services Company and prior to other than current shareholdersthat 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 printing Distribution Fee (as defined below) and mailing of sales literature. CDSCs (as defined below) to which the Distributor might otherwise be entitled. 1.2 In addition, Distributor will provide at least one person, during normal business hours, to respond to telephone questions the event that the Trust establishes additional investment series with respect to which it desires to retain 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor 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 in compliance shall comply 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"). 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. Northern Funds represents that it Neither the Distributor, any selected dealer or any other person is registered 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 an open-end management investment company under approved by the 1940 Act officers of the Trust, for the confirmation of sales to investors and that it shall 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 all applicable lawsthe requirements of the National Association of Securities Dealers, rules and regulations including Inc. (the 1933 Act"NASD"), the 1934 Act and the 1940 Act and the rules and regulations thereunderas such requirements may from time to time exist. 2.3 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, Northern Funds' the Trust's officers may decline to accept any orders for, for or make any sales of, any of Shares until such time as they those officers deem it advisable to accept such orders and to makemake such sales. 2.4 Northern Funds 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 take all necessary action offer and sell Shares only to register and maintain the registration such selected dealers as are members, in good standing, of the Shares NASD or are exempt from registration as a broker-dealer 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 1934 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 1.9 The Dis▇▇▇▇▇▇▇▇ agrees to adopt compliance standards, in a form satisfactory to the discretion of Northern Funds' officers in connection with Trust, governing the qualification operation of the multiple class distribution system under which Shares for sale in such states as Distributor 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 qualification as 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 Agreementare offered. 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 the Shares 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 additional information regarding Northern Funds' financial condition as Distributor 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 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 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. (a) Distributor 1.1 You 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 instructions of Northern Funds' Board of Trustees and with, the registration statement and prospectuses prospectus then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act"), ) and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly in Creation Units to the transfer agent Transfer and Dividend Disbursing Agent for the Funds Fund of which the Fund has notified you in writing. You shall deliver or cause the delivery of a prospectus to any qualified 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 for transmittal registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. You agree to said agentcomply with all of the applicable terms and provisions of the 1934 Act. (b) Distributor shall 1.2 You agree to use appropriate your best efforts to solicit orders for the sale of SharesShares in Creation Units on a continuous basis. 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 It is contemplated that you may enter into sales or servicing and/or selling agreements with qualified broker/dealers securities dealers, financial institutions and other persons with respect to the offering of Shares to the publicindustry professionals, such as investment advisers, accountants and estate planning firms, and if it in so chooses Distributor doing you will act only on its your own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor 1.3 You shall act as distributor of the Shares 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, ") 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). 2.3 1.4 Whenever the parties hereto, 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, Northern Funds' officers the parties hereto may agree to decline to accept any orders for, or make any sales of, any Shares in Creation Units until such time as they the parties deem it advisable to accept such orders and to makemake such sales. 2.4 Northern Funds shall take all necessary action 1.5 The Fund agrees 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, Act and be responsible for 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 Northern Funds 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. 2.5 Northern Funds shall 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 Northern Funds' the Fund's officers in connection with the qualification of the Shares for sale in Creation Units in such states as Distributor you may designate to the Fund and Northern Funds the Fund may approve, and Northern Funds shall the Fund agrees to pay all expenses which may be incurred in connection with such qualification. Distributor You shall pay all expenses connected with its your own qualification as a broker dealer under State state or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by Distributor you in connection with the sale by Distributor of Shares in Creation Units as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Fund shall furnish Distributor you from time to time, for use in connection with the sale of SharesShares in Creation Units, such information with respect to Northern Funds the Fund or any relevant Index Series and the Shares as Distributor you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and Northern Funds the Fund warrants that the statements contained in any such information information, when so signed by the Fund's officers, shall be true and correct. Northern Funds The Fund also shall furnish Distributor you upon request with: : (a) semi-annual reports and annual audited reports of Northern Funds' the Fund's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Fund, (b) semi-annual reports with respect to each quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the Funds prepared by Northern Fundssecurities 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 (ce) from time to time such additional information regarding Northern Funds' the Fund's financial condition as Distributor you may reasonably request. 2.7 Northern Funds 1.8 The Fund represents to Distributor you that all registration statements and prospectuses filed by Northern Funds the Fund with the Securities and Exchange Commission under the 1933 Act Act, and under the 1940 Act, with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Acts and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (together with prospectus, including the related statement of additional information) at any time information incorporated by reference therein, filed with the Securities and Exchange 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 The Fund represents and warrants to Distributor you that any registration statement and prospectus, whenwhen 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 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 it may deem necessary or advisable. 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 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 made. 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 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 advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) 1.1 The Distributor will act as agent shall use reasonable efforts to promote the Company and to solicit orders for the distribution purchase of Shares and 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 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 fill all orders confirmed by the Distributor in accordance with the instructions provisions of Northern Funds' Board this Agreement. 1.2 The Distributor shall conduct the offering of Trustees Shares and other activities pursuant hereto in strict accordance with the Registration Statement and the registration statement applicable requirements of the Articles of Incorporation and prospectuses then the By-Laws of the Company, as each may be from time to time amended, and in effect strict accordance with respect to all applicable state and federal statutes, rules and regulations, including in particular, the Funds under the Securities Investment Company Act of 1933, 1940 as amended (the "1933 1940 Act"), the Securities Act of 1933 as amended (the "Securities Act"), the Securities Exchange Act of 1934 as amended (the "Exchange Act"), the rules and will regulations of the Securities Exchange Commission promulgated under the 1940 Act, the Securities Act and the Exchange Act, the applicable rules and regulations of any securities association registered under the Exchange Act, and all applicable state Blue Sky laws, rules and regulations. 1.3 The Distributor shall transmit promptly any orders received by it for the purchase or redemption of Shares either directly to the Company's transfer agent for and custodian, process inquiries from stockholders and communicate with the Funds or to any qualified broker/dealer for transmittal to said agentCompany and transfer agent on behalf of stockholders. (b) 1.4 The Distributor shall use appropriate efforts to solicit orders for bear all its expenses in connection with the sale performance 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 Sharesthis Agreement, including, but not limited to, advertising, the printing and mailing distribution of prospectuses included in the Registration Statement as defined below to stockholders 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor shall act as distributor of the Shares in compliance 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 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. 2.3 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make 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 existing stockholders and shall pay all costs and expenses receive no reimbursement or compensation in connection with therewith from 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 hereunderCompany therefor. 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 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 qualification as 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 time, for use in connection with the 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. 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 additional information regarding Northern Funds' financial condition as Distributor 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 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 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. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectusesprospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The offering priceTrust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 Distributor shall act as distributor have the right, subject to such rules or regulations of the Shares in compliance 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 as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "Commission1940 Act") or any securities association registered under 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. 2.3 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make 2.4 Northern Funds shall take all necessary action to register and maintain the registration pay a portion 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 sales charge 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 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 qualification as 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 time, for use in connection with the 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. 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 additional information regarding Northern Funds' financial condition as Distributor 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 dealers who 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 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 at any time shall have been filed with said Commission. Northern Funds represents and warrants to Distributor that any registration statement and prospectus, whensold

Services as Distributor. (a) Distributor 1.1 You will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) Distributor shall You agree to use appropriate your best efforts to solicit orders for the sale of Shares. DistributorYou, at its own your expense, shall finance appropriate activities which it deems you deem reasonable which are primarily intended to result in the sale of Shares, including, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, Distributor you will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by Distributor you shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 Distributor 1.3 You shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsYOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of February 01, 1994, by and between the Trust and you (the "Administration Agreement"). The Trust agrees 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 ActSecurities Act of 1933, as amended, 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 the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares for sale in such states as Distributor you may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. Distributor You shall pay all expenses connected with its your own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by Distributor you in connection with the sale by Distributor of Shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish Distributor you from time to time, for use in connection with the sale of Shares, such information with respect to Northern Funds the Trust and the Shares as Distributor you may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust's officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish Distributor you upon request with: : (a) annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each of the Funds prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust's financial condition as Distributor you may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to Distributor you that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange 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 The Trust represents and warrants to Distributor you that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectusesprospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 The Distributor shall act as distributor of the Shares shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsTHE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the "Administration Agreement"),the Trust agrees 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 shares under the 1933 ActSecurities Act of 1933, as amended, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by Northern Funds the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares shares for sale in such states as the Distributor may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. the Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by the Distributor in connection with the sale by Distributor of Shares shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to Northern Funds the Trust and the Shares shares 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 additional information regarding Northern Funds' financial condition as Distributor 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 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 at any time shall have been filed with said Commission. Northern Funds represents and warrants to Distributor that any registration statement and prospectus, whenthe

Services as Distributor. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds Portfolios under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Portfolio involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any FundPortfolios. (cb) All Shares shares of the Funds Portfolios offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectusesProspectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 The Distributor shall act as distributor of the Shares shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsTHE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of ______________, 2000, by and between the Trust and the Distributor (the "Administration Agreement"), the Trust agrees 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 shares under the 1933 ActSecurities Act of 1933, as amended, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by Northern Funds the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares shares for sale in such states as the Distributor may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by the Distributor in connection with the sale by Distributor of Shares shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to Northern Funds the Trust and the Shares shares as the Distributor may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust's officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish the Distributor upon request with: : (a) annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the FundsPortfolios, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each of the Funds Portfolios prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust's financial condition as the Distributor may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to the Distributor that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange Commission with respect to any of the Shares shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds The Trust represents and warrants to the Distributor that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this agreement. The Trust 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 into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust’s Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust’s transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "“offering price"”) equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust’s Declaration of Trust and then current prospectusesprospectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust’s current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the “1940 Act”) to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 The Distributor shall act as distributor of the Shares shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. Northern Funds represents that it is registered as an open-end management investment company under The Distributor shall not make offers of sale of shares in any state unless 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.Distributor has been 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust’s officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of December 14, 1999, by and between the Trust and the Distributor (the “Administration Agreement”),the Trust agrees 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 shares under the 1933 ActSecurities Act of 1933, as amended, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by Northern Funds the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust’s officers in connection with the qualification of the Shares shares for sale in such states as the Distributor may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. the Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by the Distributor in connection with the sale by Distributor of Shares shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to Northern Funds the Trust and the Shares shares as the Distributor may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust’s officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish the Distributor upon request with: : (a) annual audited reports of Northern Funds' the Trust’s books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each of the Funds prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust’s financial condition as the Distributor may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to the Distributor that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange Commission with respect to any of the Shares shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds The Trust represents and warrants to the Distributor that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust’s counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this agreement. The Trust 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 into this agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. 1.9 The Trust authorizes the Distributor to use any prospectus in the form furnished to the Distributor from time to time, in connection with the sale of shares. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act of 1933, as amended, (hereinafter referred to collectively as “indemnified party”) free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands, or liabilities and any counsel fees in connection therewith) which the Distributor, its officers and directors, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law, or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of or based on any omission, or alleged omission, made in any registration statement or prospectus in reliance upon and in conformity with information furnished to the Trust or its counsel by the Distributor and used in the preparation thereof; and provided further that the Trust’s agreement to indemnify the Distributor and the Trust’s representations and warranties herein set forth shall not be deemed to cover any liability to the Trust or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of its duties, or by reason of its reckless disregard of its obligations and duties under this agreement. The Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Trust’s being notified of any action brought against the Distributor, its officers and directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Trust at its principal office within ten days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this paragraph 1.9. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand, or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by the defense of any such suit, or in case the Distributor does not reasonably approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Distributor or them. The Trust’s indemnification agreement contained in this paragraph 1.9 and the Trust’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 and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issue and sale of any of the shares. 1.10 The Distributor agrees to indemnify, defend and hold the Trust, its several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands, liabilities, and any counsel fees incurred in connection therewith) which the Trust, its officers or trustees, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such a liability or expense incurred by the Trust, its officers or trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by the Distributor to the Trust, or necessary to make such information not misleading. the Distributor’s agreement to indemnify the Trust, its officers and trustees, or any such controlling person, such notification to be given by letter or telegram addressed to the Distributor at its principal office within ten days after the summons or other first legal process shall have been served. The Distributor shall have the right to control the defense of such action with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on the Distributor’s part, and in any other event the Trust, its officers or trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of such action. The failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the Trust, its officers or trustees, or to such controlling person by reason of any such untrue, or alleged untrue, statement of your omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. 1.11 No shares shall be offered by either the Distributor or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of such shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase shares from any shareholder in accordance with the provisions of the prospectuses or Declaration of Trust. 1.12 The Distributor and the Trust each agree to advise the other promptly in writing: (a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectuses then in effect; (b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectuses then in effect or the initiation of any proceeding for that purpose; (c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospec

Services as Distributor. (a) Distributor 1.1 FDI will act as agent for the distribution of Shares covered by, and in accordance with the instructions of Northern Funds' Board of Trustees and with, the registration statement and prospectuses prospectus then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act"), and will transmit promptly any orders received by FDI for the purchase or redemption of Shares either directly to the transfer agent Transfer and Dividend Disbursing Agent for the Funds or to any qualified broker/dealer for transmittal to said agentPortfolio of which the Portfolio has notified FDI in writing. (b) Distributor shall 1.2 FDI agrees to use appropriate its best efforts to solicit perform its duties hereunder in the solicitation of orders for the 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 It is contemplated that FDI may enter into sales or servicing and/or selling agreements with qualified broker/dealers securities dealers, financial institutions and other persons with respect to industry professionals, such as investment advisers, accountants and estate planning firms, at the offering direction of Shares to the public, Trust or its representatives and if it in so chooses Distributor doing FDI will act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor 1.3 FDI shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitationlimitations, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, by the Securities and Exchange Commission as amended (the "Commission1940 Act") or any securities association registered under ), the 1933 Act, 1934 Act, the Rules of the NASD, the Trust's Agreement and Declaration of Trust and By-Laws. Northern Funds FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered as an open-end management investment company under with the 1940 Act relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. FDI also represents and warrants that it is a member of the NASD. 1.4 FDI shall comply file Trust advertisements, sales literature and other marketing and sales related materials with all applicable laws, rules the appropriate regulatory agencies and regulations including shall obtain such approvals for their use as may be required by the 1933 ActSEC, the 1934 Act and the 1940 Act and the rules and regulations thereunderNASD and/or state securities administrators. 2.3 1.5 Whenever in their the judgment of the Trust or Manager such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kindkind deemed to render sales of the Trust's Shares not in the best interest of the Trust, Northern Funds' officers the Manager may instruct FDI to decline to accept any orders for, or make any sales of, any Shares until such time as they deem the Manager deems it advisable to accept such orders and to make 2.4 Northern Funds make such sales, provided that such instruction is consistent with and does not violate any applicable law or regulation. Notwithstanding the foregoing, however, FDI, after notification to the Trust, shall take all necessary action have the right to register and maintain reject orders for the registration purchase of the Trust's Shares under that, in its discretion, would be detrimental to the 1933 Act for sale as herein contemplated Trust or would violate any applicable law or regulation. FDI agrees to notify the Trust in advance and shall seek the Trust's approval to reject such order which FDI deems to be detrimental to the Trust, such approval not to be unreasonably withheld or delayed, provided that such notice, approval process, activity or timing is consistent with and does not violate any applicable law or regulation. 1.6 The Trust agrees to pay all costs and expenses in connection with the registration of Shares under the 1933 Act, 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 the Trust hereunder, and all expenses in connection with the preparation and printing of the Trust's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Trust shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall also be entitled to compensation for FDI's services as provided in any Distribution Plan adopted as to any Portfolio and class of the Portfolio's Shares pursuant to Rule 12b-1. 2.5 Northern Funds shall 1.7 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares for sale in such states as Distributor FDI may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. Distributor FDI shall pay all expenses connected with its own qualification as a broker dealer under State state or Federal laws and, except as otherwise specifically provided in this Agreement, all other expenses incurred by Distributor FDI in connection with the sale by Distributor of Shares as contemplated in this Agreement. 2.6 Northern Funds 1.8 The Trust shall furnish Distributor FDI from time to time, for use in connection with the sale of Shares, such information with respect to Northern Funds the Trust or any relevant Portfolio and the Shares as Distributor FDI may reasonably request, all of which shall be signed by one or more of the Trust's duly authorized officers; and Northern Funds the Trust warrants that the material statements contained in any such information information, when so signed by the Trust's officers, shall be true and correctcorrect to the best of their knowledge. Northern Funds The Trust also shall furnish Distributor FDI upon request with: : (a) semi-annual reports and annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each a monthly itemized list of the Funds prepared by Northern Fundssecurities in the Trust's or, if applicable, each Portfolio's investment portfolio, (c) monthly balance sheets as soon as practicable after the end of each month, and (cd) from time to time such additional information regarding Northern Funds' the Trust's financial condition as Distributor FDI may reasonably request. 2.7 Northern Funds 1.9 The Trust represents to Distributor FDI that all registration statements and prospectuses filed by Northern Funds the Trust with the Commission SEC under the 1933 Act and under the 1940 Act with respect to the Shares have been carefully prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Acts and the rules and regulations of the Commission SEC thereunder. As used in this Agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus (together with prospectus, including the related statement of additional information) at any time information incorporated by reference therein, filed with the Commission with respect to any of the Shares SEC and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds The Trust represents and warrants to Distributor FDI that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all material statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that to the best of the Trust's knowledge all material 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a reasonable written request from FDI to do so, FDI may, at its option, terminate this Agreement or decline to make offers of the Trust's securities until such amendments are made. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving FDI reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) Distributor 1.1 You will act as a nonexclusive agent for the distribution of Shares shares of each Fund covered by, and in accordance with the instructions of Northern Funds' Board of Trustees and with, the registration statement and prospectuses prospectus then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "“1933 Act"”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and will transmit promptly any orders received and accepted by you for the purchase or redemption of Shares either directly shares of the Fund to the transfer agent PFPC Inc. or any successor as Transfer Agent for the Funds or to any qualified broker/dealer for transmittal to said agentTrust of which the Trust has notified you in writing. (b) Distributor 1.2 You agree to process orders for the sale of shares of each Fund, but you shall use appropriate efforts have no obligation to solicit orders for the 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 shares 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any each Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor 1.3 You shall act as a nonexclusive distributor of the Shares shares of each Fund in 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 1934 Act. Northern Funds represents that it is registered Securities Exchange Act of 1934, 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 thereunderamended. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or of political conditions, or by abnormal circumstances of any kind, Northern Funds' the Trust’s officers may decline to accept any orders for, or make any sales of, any Shares shares of any Fund until such time as they deem it advisable to accept such orders and to make 2.4 Northern Funds make such sales and the Trust shall take all necessary action to register and maintain the registration promptly advise you 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 hereundersuch determination. 2.5 Northern Funds 1.5 You shall execute any prepare and all documents and furnish any and all information deliver such quarterly reports as requested by the Trust’s Board of Trustees 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 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 qualification as 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 time, for use in connection with the 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. 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 additional information regarding Northern Funds' financial condition as Distributor may reasonably requestrequested by the Trust. Such reports shall be substantially in the form requested by the Trust. 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 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 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. (a) Distributor 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with with, the instructions of Northern Funds' Board of Trustees and the Fund’s registration statement on Form N-2 and prospectuses prospectus then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 “Securities Act"”), and will transmit promptly any orders received by you for purchase of Shares to the Transfer and Dividend Disbursing Agent for the purchase or redemption Fund of Shares either directly to which the transfer agent for the Funds or to any qualified broker/dealer for transmittal to said agentFund has notified you in writing. (b) Distributor shall 1.2 You agree to use appropriate your reasonable best efforts to solicit orders for the 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 It is contemplated that you will enter into sales or servicing agreements with securities dealers and mailing of prospectuses to other than current shareholdersfinancial institutions, 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 in so chooses Distributor doing you will act only on its your own behalf as principal. The Distributor To the extent investor eligibility or other minimum investment standards shall not apply with respect to the purchase of Shares, investors eligible to purchase Shares shall be obligated those persons so identified in the Fund’s then-current prospectus. With respect to sell any certain number Shares sold directly by the Distributor, you shall be responsible for confirming compliance with such investor eligibility requirements on behalf of Shares of any the Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor 1.3 You shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission (the "Commission"“SEC”) or any securities association registered under the 1934 Act. Northern Funds represents that it is registered Securities Exchange Act of 1934, 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 thereunderamended. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, Northern Funds' the Fund’s officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Fund shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 The Fund agrees 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 Securities Act, and be responsible for all expenses in connection with maintaining facilities for the issue issue, transfer and transfer repurchase of Shares and for supplying information, prices and other data to be furnished by Northern Funds the Fund hereunder, and all expenses in connection with the preparation and, as required, printing of the Fund’s prospectuses for regulatory purposes and for distribution to shareholders; provided, however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares. 2.5 Northern Funds shall 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 Northern Funds' the Fund’s officers in connection with the qualification of the Shares for sale in such states as Distributor you may designate to the Fund and Northern Funds the Fund may approve, and Northern Funds shall the Fund agrees to pay all expenses which may be incurred in connection with such qualification. Distributor You shall pay all expenses connected with its your own qualification as a broker dealer under State state or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by Distributor you in connection with the sale by Distributor of Shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Fund shall furnish Distributor you from time to time, for use in connection with the sale of Shares, such information with respect to Northern Funds the Fund and the Shares as Distributor you may reasonably request, all of which shall be signed by one or more of the Fund’s duly authorized officers; and Northern Funds the Fund warrants that the statements contained in any such information information, when so signed by the Fund’s officers, shall be true and correct. Northern Funds The Fund also shall furnish Distributor you upon request with: : (a) semi-annual reports and annual audited reports of Northern Funds' the Fund’s books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Fund, (b) semi-annual reports with respect to each quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the Funds prepared by Northern Fundssecurities in the Fund, (d) monthly balance sheets as soon as practicable after the end of each month, and (ce) from time to time such additional information regarding Northern Funds' the Fund’s financial condition as Distributor you may reasonably request. 2.7 Northern Funds 1.8 The Fund represents to Distributor you that all registration statements and prospectuses filed by Northern Funds the Fund with the Commission SEC under the 1933 Securities Act and the 1940 Act with respect to the Shares have been carefully prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Acts and the rules and regulations of the Commission SEC thereunder. As used in this Agreement agreement the terms "“registration statement" ” and "“prospectus" ” shall mean any registration statement and prospectus (together with prospectus, including the related statement of additional information) at any time information incorporated by reference therein, filed with the Commission with respect to any of the Shares SEC and any amendments and supplements thereto which at any time shall have been filed with said Commissionthe SEC. Northern Funds The Fund represents and warrants to Distributor you that any registration statement and prospectus, whenwhen 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 the SEC; 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 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 Fund’s counsel, be necessary or advisable. 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 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 made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you 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 advisable, such right being in all respects absolute and unconditional. 1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund’s agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund’s agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund’s indemnification agreement contained in this paragraph 1.9 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 you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares. 1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund’s registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund’s benefit, to the benefit of the Fund’s officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares. 1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if, and so long as, a current prospectus as required by Section 10 of said Act, as amended, is not on file with the SEC. 1.12 The Fund agrees to advise you immediately in writing: (a) of any request by the SEC for amendments to the registration statement or prospectus 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 or prospectus then in effect or the initiation of any proceeding for that purpose; (c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus 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 or prospectus which may from time to time be filed with the SEC. 1.13 You represent and warrant that, to the extent required by applicable law, you have adopted policies and procedures to comply with all applicable anti-money laundering, customer identification, suspicious activity, currency transaction reporting and similar laws and regulations including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the regulations thereunder, and Financial Industry Regulatory Authority Rule 3310. You also represent and warrant that, if purchasing Shares in securities brokerage accounts for which you act as introducing broker, you will not purchase Shares on behalf of any person on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (“OFAC”), or other similar governmental lists, or in contravention of any OFAC maintained sanctions program. You agree (i) to share information with the Fund for purposes of ascertaining whether a suspicious activity report (“SAR”) is warranted with respect to any suspicious transaction involving Shares, provided that neither you nor the Fund is the subject of the SAR and (ii) to include in selling agreements with intermediaries into which you shall enter with respect to the sale of Shares, contractual provisions regarding the anti-money laundering compliance obligations of the intermediary. You also represent and warrant that you have filed the requisite certification with the Financial Crimes Enfo

Services as Distributor. (a) 1.1 The Distributor will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds Portfolios under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by the Distributor for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Portfolio involved or to any qualified broker/dealer for transmittal to said agent. (ba) In consideration of these rights granted to the Distributor, the Distributor shall agrees to use appropriate efforts its best efforts, consistent with its other business, to solicit orders for the sale of Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The 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, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, the Distributor will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any FundPortfolios. (cb) All Shares shares of the Funds Portfolios offered for sale by the Distributor shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectusesProspectuses and/or Statements of Additional Information), plus a sales charge (if any) described in the Trust's current Prospectuses and/or Statements of Additional Information. The Trust shall in all cases receive the net asset value per share on all shares. If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940, as amended, (the "1940 Act") to pay a portion of the sales charge to dealers who have sold shares of the Trust. If a fee in connection with shareholder redemptions is in effect, the Trust shall collect the fee on behalf of the Distributor and, unless otherwise agreed upon by the Trust and the Distributor, the Distributor shall be entitled to receive all of such fees. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 (c) This Agreement shall apply to unissued shares of the Trust, shares of the Trust held in its treasury in the event that in the discretion of the Trust, treasury shares shall be sold, and shares of the Trust repurchased for resale. 1.3 The Distributor shall act as distributor of the Shares shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsTHE DISTRIBUTOR SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS THE DISTRIBUTOR HAS BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of ______________, 2000, by and between the Trust and the Distributor (the "Administration Agreement"), the Trust agrees 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 shares under the 1933 ActSecurities Act of 1933, as amended, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares shares and for supplying information, prices and other data to be furnished by Northern Funds the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares shares for sale in such states as the Distributor may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. The Distributor shall pay all expenses connected with its own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by the Distributor in connection with the sale by Distributor of Shares shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish the Distributor from time to time, for use in connection with the sale of Sharesshares, such information with respect to Northern Funds the Trust and the Shares shares as the Distributor may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust's officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish the Distributor upon request with: : (a) annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the FundsPortfolios, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual semi -annual reports with respect to each of the Funds Portfolios prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust's financial condition as the Distributor may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to the Distributor that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange Commission with respect to any of the Shares shares and any amendments and supplements thereto which at any time shall have been filed with said Commission. Northern Funds The Trust represents and warrants to the Distributor that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from the Distributor to do so, the Distributor may, at its option, terminate this agreement. The Trust 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 into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) Distributor 1.1 You will act as agent for the distribution of Shares shares in accordance with the instructions of Northern Funds' the Trust's Board of Trustees and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the "1933 Act")amended, and will transmit promptly any orders received by you for the purchase or redemption of Shares either directly to the Trust's transfer agent for the Funds Fund involved or to any qualified broker/dealer for transmittal to said agent. (ba) Distributor shall You agree to use appropriate your best efforts to solicit orders for the sale of Shares. DistributorYou, at its own your expense, shall finance appropriate activities which it deems you deem reasonable which are primarily intended to result in the sale of Shares, including, including but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. In addition, Distributor you will provide at least one personor more persons, 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (cb) All Shares shares of the Funds offered for sale by Distributor you shall be offered for sale to the public at a price per unit share (the "offering price") equal to their net asset value (determined in the manner set forth in Northern Funds' the Trust's Declaration of Trust and then current prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. 2.2 Distributor 1.3 You shall act as distributor of the Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 ActInvestment Company Act of 1940, as amended, by the Securities and Exchange Commission (the "Commission") or any securities association registered under the 1934 ActSecurities and Exchange Act of 1934, as amended. 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 lawsYOU SHALL NOT MAKE OFFERS OF SALE OF SHARES IN ANY STATE UNLESS YOU HAVE BEEN NOTIFIED BY THE TRUST THAT SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES LAWS OF SUCH STATE, rules and regulations including the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunderOR THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION. 2.3 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' the Trust's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to makemake such sales and the Trust shall advise you promptly of such determination. 2.4 Northern Funds shall take all necessary action 1.5 Except as otherwise provided for in the Administrative Agreement dated as of January 20, 1998, by and between the Trust and you (the "Administration Agreement"),the Trust agrees 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 ActSecurities Act of 1933, as amended, 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 the Trust hereunder. 2.5 Northern Funds shall 1.6 The Trust 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 Northern Funds' the Trust's officers in connection with the qualification of the Shares for sale in such states as Distributor you may designate to the Trust and Northern Funds the Trust may approve, and Northern Funds shall the Trust agrees to pay all expenses which may be incurred in connection with such qualification. Distributor You shall pay all expenses connected with its your own qualification as a broker under State or Federal laws and, except as otherwise specifically provided in this Agreementagreement, all other expenses incurred by Distributor you in connection with the sale by Distributor of Shares as contemplated in this Agreementagreement. 2.6 Northern Funds 1.7 The Trust shall furnish Distributor you from time to time, for use in connection with the sale of Shares, such information with respect to Northern Funds the Trust and the Shares as Distributor you may reasonably request, and Northern Funds the Trust warrants that the statements contained in any such information information, when so signed by the Trust's officers, shall be true and correct. Northern Funds Subject to the provisions of the Administration Agreement the Trust also shall furnish Distributor you upon request with: : (a) annual audited reports of Northern Funds' the Trust's books and accounts with respect to each of the Funds, made by independent public accountants regularly retained by Northern Fundsthe Trust, (b) semi-annual reports with respect to each of the Funds prepared by Northern Fundsthe Trust, and (c) from time to time such additional information regarding Northern Funds' the Trust's financial condition as Distributor you may reasonably request. 2.7 Northern Funds 1.8 The Trust represents to Distributor you that all registration statements and prospectuses filed by Northern Funds the Trust with the Securities and Exchange Commission under the 1933 Securities Act of 1933, as amended, with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act, said Act and the rules and regulations of the Securities and Exchange Commission thereunder. As used in this Agreement 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 Securities and Exchange 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 The Trust represents and warrants to Distributor you that any registration statement and prospectus, whenwhen such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be materially 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 Trust 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 Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from you to do so, you may, at your option, terminate this agreement. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained into this agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Distributor. (a) Distributor will act as agent for the distribution 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, 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 solicit orders for the 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 act only on its own behalf as principal. The Distributor shall not be obligated to sell any certain number of Shares of any Fund. (c) All Shares of the Funds offered for sale by Distributor shall be offered for sale to the public at a price per unit (the "offering price") equal to their net asset value (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 the nearest cent. 2.2 Distributor shall act as distributor of the Shares in compliance 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 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. 2.3 Whenever in their judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, Northern Funds' officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to makemake such sales and Northern Funds shall advise Distributor promptly of such determination. 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 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 qualification as 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.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 the Shares 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 additional information regarding Northern Funds' financial condition as Distributor 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 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 at any time shall have been filed with said Commission. Northern Funds represents and warrants to Distributor that any registration statement and prospectus, whenwhen 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 whatever character, as Northern Funds may deem advisable, such right being in all respects absolute and unconditional.