DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 31st day of July, 2000 (the
"Agreement") by and between Northern Funds (the "Fund"), a Delaware business
trust, and Northern Funds Distributors, LLC, a Wisconsin limited liability
company (the "Distributor").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), and is currently offering shares of beneficial interest (the
"Shares"), representing interests in investment portfolios of the Fund
identified on Schedule A hereto (the "Portfolios") which are registered with
the Securities and Exchange Commission (the "SEC") pursuant to the Fund's
Registration Statement on Form N-1A (the "Registration Statement"); and
WHEREAS, the Fund desires to retain the Distributor as distributor for
the Portfolios to provide for the sale and distribution of the Shares of the
Portfolios identified on Schedule A and for such additional classes or series
as the Fund may issue, and the Distributor is prepared to provide such
services commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Fund hereby appoints the Distributor as exclusive distributor of the
Shares covered by the Registration Statement then in effect under the
Securities Act of 1933, as amended (the "1933 Act"), on the terms and for
the periods set forth in this Agreement. The Distributor hereby accepts
such appointment and agrees to render the services and perform the duties
set forth in this Agreement without compensation. The Distributor will have
no liability for payment for the purchase of Shares by unaffiliated
investors sold pursuant to this Agreement or with respect to redemptions or
repurchases of Shares.
1.2 The Distributor agrees to sell Shares of each of the Portfolios, as agent,
from time to time during the term of this Agreement at the Shares' then
current net asset value (with any purchase price adjustments, as
applicable). The net asset value of the Shares shall be determined in the
manner provided in the then current prospectus and statement of additional
information relating to the Shares (collectively, the "Prospectus" and
"Statement of Additional Information"), and when determined shall be
applicable to all transactions as provided in the Prospectus. The net
asset value of the Shares shall be calculated by the Fund or by another
entity on behalf of the Fund. The Distributor shall have no duty to
inquire into, or liability for, the accuracy of the net asset value per
Share as calculated.
1.3 The Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares. The Distributor shall, at its own expense, finance
appropriate activities which are primarily intended to result in the sale
of Shares, including, but not limited to, the distribution services set
forth in Schedule B to this Agreement. It is contemplated that
the Distributor may enter into selling agreements with securities
dealers, financial institutions and other industry professionals, such
as investment advisers, accountants and estate planning firms, with
respect to the offering of Shares to the public. The Distributor will
require each dealer with whom the Distributor has a selling agreement to
conform to the applicable provisions of the Registration Statement, with
respect to the public offering price of the Shares, and the Distributor
shall not cause the Fund to withhold the placing of purchase orders so
as to make a profit thereby.
1.4 The Fund understands that the Distributor is now, and may in the future
be, the distributor of the shares of several investment companies or
series (collectively, the "Investment Entities"), including Investment
Entities having investment objectives similar to those of the Portfolios.
The Fund further understands that investors and potential investors in the
Portfolios may invest in shares of such other Investment Entities. The
Fund agrees that the Distributor's duties to such Investment Entities
shall not be deemed in conflict with its duties to the Fund under this
Section 1.4.
1.5 The Distributor shall not utilize any materials in connection with the
sale or offering of Shares except the Fund's then current Prospectus and
Statement of Additional Information and such other materials as the Fund
shall provide or approve. The Fund agrees to furnish the Distributor with
sufficient copies of any and all communications with the public or other
materials which the Fund intends to use in connection any sales of Shares,
in adequate time for the Distributor to file and clear such materials with
the proper authorities before they are put in use. The Distributor and the
Fund may agree that any such material does not need to be filed subsequent
to distribution. In addition, the Fund agrees not to use any such
materials until so filed and cleared for use, if required, by appropriate
authorities as well as by the Distributor.
1.6 All activities by the Distributor and its agents and employees, as
distributor of the Shares, shall comply with all applicable laws, rules
and regulations, including, without limitation, all rules and regulations
made or adopted by the SEC or the National Association of Securities
Dealers.
1.7 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Fund.
1.8 Whenever in its judgment such action is warranted, the Fund may decline to
accept any orders for, or make any sales of, the Shares until such time as
the Fund deems it advisable to accept such orders and to make such sales,
and the Fund shall notify the Distributor promptly of any such
determination.
1.9 The Fund agrees to execute any and all documents and to furnish any and
all information and otherwise to take all actions that may be reasonably
necessary in connection with the qualification of the Shares for sale in
such states where Shares are offered for sale. The Fund shall notify the
Distributor in writing of the states in which the Shares are to be sold
and shall notify the Distributor in writing of any changes to the
information contained in the previous notification.
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1.10 The Fund shall furnish from time to time, for use in connection with the
sale of the Shares, such information with respect to the Fund and the
Shares as the Distributor may reasonably request; and the Fund warrants
that the statements contained in any such information shall fairly show or
represent what they purport to show or represent. The Fund shall also
furnish the Distributor upon request with: (a) audited annual statements
and unaudited semi-annual statements of a Portfolio's books and accounts
prepared by the Fund, (b) quarterly earnings statements of a Portfolio
prepared by the Fund, (c) a monthly itemized list of the securities in a
Portfolio, (d) monthly balance sheets as soon as practicable after the end
of each month, and (e) from time to time such additional information
regarding the financial condition of a Portfolio as the Distributor may
reasonably request.
1.11 The Fund represents to the Distributor that all Registration Statements
and Prospectuses filed by the Fund with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the
requirements of the 1933 Act and the rules and regulations of the SEC
thereunder. As used in this Agreement, the term "Registration Statement"
shall mean any Registration Statement and any Prospectus and any Statement
of Additional Information relating to the Fund filed with the SEC and any
amendments or supplements thereto at any time filed with the SEC. Except
as to information included in the Registration Statement in reliance upon
information provided to the Fund by the Distributor or any affiliate of
the Distributor expressly for use in the Registration Statement, the Fund
represents and warrants to the Distributor that any Registration
Statement, when such Registration Statement becomes effective, will
contain statements required to be stated therein in conformity with the
1933 Act and the rules and regulations of the SEC; that all statements of
fact contained in any such Registration Statement will be true and correct
when such Registration Statement becomes effective; and that no
Registration Statement when such Registration Statement becomes effective
will include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of the Shares. The
Distributor may but shall not be obligated to propose from time to time
such amendment or amendments to any Registration Statement and such
supplement or supplements to any Prospectus as, in the light of future
developments, may, in the opinion of the Distributor's counsel, be
necessary or advisable. The Distributor shall promptly notify the Fund of
any advice given to it by its counsel regarding the necessity
or advisability of amending or supplementing such Registration Statement.
If the Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Fund of
a written request from the Distributor to do so, the Distributor may, at
its option, terminate this Agreement. The Fund shall not file any amendment
to any Registration Statement or supplement to any Prospectus without
giving the Distributor reasonable notice thereof in advance; provided,
however, that nothing contained in this Agreement shall in any way limit
the Fund's right to file at any time such amendments to any Registration
Statement and/or supplements to any Prospectus, of whatever character, as
the Fund may deem advisable, such right being in all respects absolute and
unconditional. The Fund authorizes the Distributor to use any Prospectus
or Statement of Additional Information
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in the form furnished by the Fund from time to time in connection with the
sale of the Shares.
1.12 No Shares shall be offered by either the Distributor or the Fund under any
of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Fund if and so long as
effectiveness of the Registration Statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the 1933 Act, or if and so long as a current Prospectus as required by
Section 5(b)(2) of the 1933 Act is not on file with the SEC; provided,
however, that nothing contained in this Section 1.12 shall in any way
restrict or have any application to or bearing upon the Fund's obligation
to redeem Shares tendered for redemption by any shareholder in accordance
with the provisions of the Fund's Registration Statement or Agreement and
Declaration of Trust.
1.13 The Fund agrees to advise the Distributor as soon as reasonably practical
by a notice in writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration
Statement, Prospectus or Statement of Additional Information then in
effect or for additional information;
(b) in the event of the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement, Prospectus or
Statement of Additional Information then in effect or the initiation
by service of process on the Fund of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, Prospectus or
Statement of Additional Information then in effect or that requires
the making of a change in such Registration Statement, Prospectus or
Statement of Additional Information in order to make the statements
therein not misleading; and
(d) of all actions of the SEC with respect to any amendments to any
Registration Statement, Prospectus or Statement of Additional
Information which may from time to time be filed with the SEC.
For purposes of this Section 1.13, informal requests by or acts of the
staff of the SEC shall not be deemed actions of or requests by the SEC.
1.14 The Fund represents and warrants to the Distributor that the Fund is an
investment company registered under the 1940 Act and the Shares sold by
each Portfolio are, and will be, registered under the 0000 Xxx.
1.15 The Distributor agrees to maintain, and preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act, such records as are required
to be maintained by Rule 31a-1(d) under the 1940 Act.
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2. COMPENSATION AND EXPENSES
The Fund will bear the following expenses:
(a) preparation, printing and distribution of sufficient copies of the
Prospectus and Statement of Additional Information to existing
shareholders;
(b) preparation, printing and distribution of reports and other
communications (not prepared by the Distributor) to existing
shareholders;
(c) registration of the Shares under the federal and state securities
laws;
(d) maintaining facilities for the issue and transfer of Shares;
(e) supplying information, prices and other data to be furnished by the
Fund under this Agreement;
(f) any original issue taxes or other transfer taxes applicable to the
sale or delivery of the Shares or certificates therefor; and
(g) any payments made in accordance with any plan adopted pursuant to
Rule 12b-1 under the 1940 Act.
3. INDEMNIFICATION
3.1 The Fund agrees to indemnify and hold the Distributor, its officers,
directors, and employees, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of
any sort or kind which the Distributor, its officers, directors, employees
or any such controlling person may incur under the 1933 Act, under any
other statute, or under common law or otherwise, arising out of or based
upon (i) any untrue statement, or alleged untrue statement, of a material
fact contained in the Fund's Registration Statement, Prospectus or
Statement of Additional Information (including amendments and supplements
thereto), or (ii) any omission, or alleged omission, to state a material
fact required to be stated in the Fund's Registration Statement,
Prospectus or Statement of Additional Information (including amendments or
supplements thereto) or necessary to make the statements therein not
misleading; provided, however, that insofar as any losses, claims,
damages, costs, charges, payments, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with
information furnished to the Fund by the Distributor or its affiliated
persons for use in the Fund's Registration Statement, Prospectus or
Statement of Additional Information (including amendments or supplements
thereto), such indemnification is not applicable; and further provided
that the Fund's agreement to indemnify the Distributor and the Fund's
representations and
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warranties hereinbefore set forth in Section 1.11 shall not be deemed to
cover any liability to the Fund, its officers, trustees or shareholders to
which the Distributor would otherwise be subject by reason of: (a) the
Distributor's willful misfeasance, bad faith or negligence in the
performance of its duties and obligations, or by reason of the
Distributor's reckless disregard of its duties and obligations under this
Agreement; or (b) the Distributor's breach of Section 12 of this
Agreement. The Fund agrees and acknowledges that the Distributor has not
prior to October 1, 1999 assumed, and will not assume, any obligations or
liabilities arising out of the conduct of the Fund or its distributor
prior to such date of those duties which the Distributor has agreed to
perform pursuant to this Agreement. The Fund further agrees to indemnify
the Distributor against any losses, claims, damages or liabilities to
which the Distributor may become subject in connection with the conduct by
the Fund or its distributor of such duties prior to October 1, 1999;
provided that the Fund's agreement to indemnify the Distributor shall not
be deemed to cover any liability to the Fund, its officers, trustees or
shareholders to which the Distributor would otherwise be subject by reason
of willful misfeasance, bad faith or negligence in the performance of its
duties and obligations, or by reason of the Distributor's reckless
disregard of its duties and obligations under this Agreement.
3.2 The Distributor agrees to indemnify and hold harmless the Fund, its
several officers and trustees and each person, if any, who controls a
Portfolio within the meaning of Section 15 of the 1933 Act, from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of
any sort or kind which the Fund, its officers or trustees, or any such
controlling person, may incur under the 1933 Act, under any other statute,
or under common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or trustees, or
any controlling person, resulting from such claims or demands, shall arise
out of or be based upon any untrue statement, or alleged untrue statement,
of a material fact contained in the Fund's Registration Statement,
Prospectus or Statement of Additional Information (including
amendments and supplements thereto), or any omission, or alleged omission,
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission
was made in reliance upon information furnished or confirmed to the Fund
by the Distributor or its affiliated persons (as defined in the 1940 Act).
The Distributor also agrees to indemnify and hold harmless the Fund, its
officers or trustees, or any controlling person in connection with any
claim or in connection with any action, suit or proceeding which arises
out of or is alleged to arise out of: (a) the Distributor's willful
misfeasance, bad faith or negligence in the performance of its duties and
obligations, or by reason of the Distributor's reckless disregard of its
duties and obligations under this Agreement; or (b) the Distributor's
breach of Section 12 of this Agreement. The foregoing rights of
indemnification shall be in addition to any other rights to which the
Fund, its officers or trustees, or any controlling person shall be
entitled to as a matter of law.
3.3 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying Party
in writing promptly after identifying any situation which it believes
presents or appears likely to present a claim for
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indemnification (an "Indemnification Claim") against the Indemnifying
Party, although the failure to do so shall not relieve the Indemnifying
Party from any liability which it may otherwise have to the Indemnified
Party, and the Indemnified Party shall keep the Indemnifying Party advised
with respect to all developments concerning such situation. The
Indemnifying Party shall be entitled to participate at its own expense in
the defense, or if it so elects, to assume the defense of, any
Indemnification Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense
shall be conducted by counsel of good standing chosen by the Indemnifying
Party and approved by the Indemnified Party, which approval shall not be
unreasonably withheld. In the event the Indemnifying Party elects to
assume the defense of any such Indemnification Claim and retain such
counsel, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by the Indemnified Party. In the event that
the Indemnifying Party does not elect to assume the defense of any such
Indemnification Claim, or in case the Indemnified Party reasonably does
not approve of counsel chosen by the Indemnifying Party, or in case there
is a conflict of interest between the Indemnifying Party or the
Indemnified Party, the Indemnifying Party will reimburse the Indemnified
Party for the fees and expenses of any counsel retained by the Indemnified
Party. The Fund agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Fund or any of
its officers or trustees in connection with the issue and sale of any of
the Shares, and the Distributor agrees promptly to notify the Fund of the
commencement of any litigation or proceedings against the Distributor or
any of its officers, directors, employees or controlling persons in
connection with the issuance and sale of any of the Shares. The
Indemnified Party will not confess any Indemnification Claim or make any
compromise in any case in which the Indemnifying Party will be
asked to provide indemnification, except with the Indemnifying Party's
prior written consent.
3.4 The obligations of the parties hereto under this Section 3 shall survive
the termination of this Agreement.
3.5 The Fund's indemnification agreement contained in this Section 3 and the
Fund's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, its officers, directors and
employees, or any controlling person, and shall survive the delivery of
any Shares. This agreement of indemnity will inure exclusively to the
Distributor's benefit, to the benefit of its several officers, directors
and employees, and their respective estates and to the benefit of its
controlling persons and their successors.
3.6 The Distributor's indemnification agreement contained in this Section 3 and
the Distributor's representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Fund or its officers and
trustees, or any controlling person, and shall survive the delivery of any
Shares.
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4. STANDARD OF CARE; LIMITATION OF LIABILITY
4.1 The Distributor shall not be liable to the Fund for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with
the performance of its obligations and duties under this Agreement, except
a loss resulting from: (a) the Distributor's willful misfeasance, bad faith
or negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof; or (b) the Distributor's breach
of Section 12 of this Agreement.
4.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
4.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE
OTHER PARTY FOR CONSEQUENTIAL DAMAGES, PROVIDED, HOWEVER, THAT NOTHING
CONTAINED IN THIS SECTION 4.3 SHALL BE CONSTRUED SO AS TO LIMIT THE RIGHTS
OF ANY SHAREHOLDER OF THE FUND, WHETHER SUING ON HIS, HER OR ITS OWN
BEHALF OR DERIVATIVELY THROUGH THE FUND, TO CONSEQUENTIAL DAMAGES.
5. TERM
5.1 This Agreement shall become effective on the date first written above and,
unless sooner terminated as provided herein, shall continue until March 31,
2001 and thereafter shall continue automatically for successive one-year
terms, provided such continuance is specifically approved at least annually
by (i) the Fund's Board of Trustees or (ii) by a vote of a majority (as
defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding
voting securities of the Fund, provided that in either event the
continuance is also approved by a majority of the trustees who are not
parties to this Agreement and who are not interested persons (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement
is terminable without penalty, on at least sixty days' written notice, by
the Fund's Board of Trustees, by vote of a majority (as defined in the 1940
Act and Rule 18f-2 thereunder) of the outstanding voting securities of the
Fund, or by the Distributor. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act
and the rules thereunder).
5.2 In the event a termination notice is given by the Fund and provided that
the Distributor is not in default under this Agreement at the time of such
termination notice, all expenses associated with movement of records and
materials and conversion thereof to a successor distributor will be borne
by the Fund.
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6. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or condition of
the Agreement shall be valid unless in writing signed by each party. No
such writing shall be effective as against the Distributor unless said
writing is executed by a Senior Vice President, Executive Vice President or
President of the Distributor. No such writing shall be effective as against
the Fund unless said writing is executed by the Chairman of the Fund's
Board of Trustees. A party's waiver of a breach of any term or condition in
the Agreement shall not be deemed a waiver of any subsequent breach of the
same or another term or condition.
7. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Fund have jointly participated in the negotiation
and drafting of this Agreement. The Agreement shall be construed as if
drafted jointly by the Fund and the Distributor, and no presumptions arise
favoring any party by virtue of the authorship of any provision of this
Agreement.
8. PUBLICITY
Neither the Distributor nor the Fund shall release or publish news
releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without prior
review and written approval of the other party; provided, however, that
either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the
circumstances to consult in advance with the other party.
9. SEVERABILITY
The parties intend every provision of this Agreement to be severable. If a
court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not
affect the validity of the remainder of this Agreement. In such case, the
parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of
this paragraph, if a court determines that any remedy stated in this
Agreement has failed of its essential purpose, then all other provisions of
this Agreement shall remain fully effective.
10. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of its
obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by circumstances beyond such party's
reasonable control. In any such event, the non-performing party shall be
excused from any further performance and observance of the obligations so
affected only for so long as such circumstances prevail and such
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party continues to use commercially reasonable efforts to recommence
performance or observance as soon as practicable.
11. MISCELLANEOUS
11.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to the Fund or the Distributor shall be sufficiently
given if addressed to the party and received by it at its office set forth
below or at such other place as it may from time to time designate in
writing.
To the Fund:
Xxxxx X. Xxxxxx, Esq.
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx - X-0
Xxxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxx, Esq.
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
To the Distributor:
c/o Provident Distributors, Inc.
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
with a copy to the Distributor's Chief Legal Officer
11.2 The laws of the Commonwealth of Massachusetts, excluding the applicable
provisions of the 1940 Act, shall govern the interpretation, validity, and
enforcement of this Agreement. To the extent the provisions of
Massachusetts law or the provisions hereof conflict with the 1940 Act, the
1940 Act shall control. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the
City of Boston, and the Distributor and the Fund hereby submit themselves
to the exclusive jurisdiction of those courts.
11.3 This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and which collectively shall be deemed to
constitute only one instrument.
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11.4 The captions of this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
11.5 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and is not intended to
confer upon any other person any rights or remedies hereunder.
12. CONFIDENTIALITY
12.1 The parties agree that the Proprietary Information (defined below) is
confidential information of the parties and their respective licensers. The
Fund and the Distributor shall exercise at least the same degree of care,
but not less than reasonable care, to safeguard the confidentiality of the
Proprietary Information of the other as it would protect its own
Proprietary Information. The Fund and the Distributor may use the
Proprietary Information only to exercise their respective rights or perform
their respective duties under this Agreement. Except as otherwise required
by law, the Fund and the Distributor shall not duplicate, sell or disclose
to others the Proprietary Information of the other, in whole or in part,
without the prior written permission of the other party. The Fund and the
Distributor may, however, disclose Proprietary Information to their
respective employees who have a need to know the Proprietary Information to
perform work for the other, provided that the Fund and the Distributor
shall use reasonable efforts to ensure that the Proprietary Information is
not duplicated or disclosed by their respective employees in breach of this
Agreement. The Fund and the Distributor may also disclose the Proprietary
Information to independent contractors, auditors and professional advisors,
provided they first agree in writing to be bound by confidentiality
obligations substantially similar to this Section 12. Notwithstanding the
previous sentence, in no event shall either the Fund or the Distributor
disclose the Proprietary Information to any competitor of the other without
specific, prior written consent.
12.2 Proprietary Information means:
(a) any data or information that is completely sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating
to the past, present or future business activities of the Fund or the
Distributor, their respective subsidiaries and affiliated companies
and the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or the
Distributor a competitive advantage over its competitors;
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code,
flow charts, databases,
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inventions, know-how, show-how and trade secrets, whether or not
patentable or copyrightable;
(d) all documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible manifestation
of the foregoing of either party which now exist or come into the
control or possession of the other; and
(e) with respect to the Fund, all records and other information
relative to the Fund and its prior, present or potential shareholders
(and clients of such shareholders).
12.3 Notwithstanding the foregoing, it is hereby understood and agreed by the
parties hereto that any marketing strategies, financing plans, customer
profiles, sales estimates, business plans or similar items prepared or
developed by the Distributor for the benefit of the Fund shall be
considered the Proprietary Information of the Fund and nothing in this
Agreement shall be construed to prevent or prohibit the Fund from
disclosing such Proprietary Information to a successor distributor.
12.4 The obligations of the parties hereto under this Section 12 shall survive
the termination of this Agreement.
13. TRUSTEE AND SHAREHOLDER LIABILITY
This Agreement is executed by or on behalf of the Fund with respect to each
of the Portfolios and the obligations hereunder are not binding upon any of
the trustees, officers or shareholders of the Fund individually but are
binding only upon the Portfolio to which such obligations pertain and the
assets and property of such Portfolio. All obligations of the Fund under
this Agreement shall apply only on a Portfolio-by-Portfolio basis, and the
assets of one Portfolio shall not be liable for the obligations of another
Portfolio. The Fund's Declaration of Trust is on file with the Fund.
14. ENTIRE AGREEMENT
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous proposals, agreements, contracts,
representations, and understandings, whether written or oral, between the
parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NORTHERN FUNDS
By: /s/ Xxxxxxxxx Xxxx
------------------
Name: Xxxxxxxxx Xxxx
------------------
Title: Vice President
-----------------
NORTHERN FUNDS DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxxx
----------------------
Title: President
----------------------
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SCHEDULE A
NAME OF PORTFOLIOS
Money Market Fund
U.S. Government Money Market Fund
U.S. Government Select Money Market Fund
Tax-Exempt Money Market Fund
Municipal Money Market Fund
California Municipal Money Market Fund
U.S. Government Fund
Short-Intermediate U.S. Government Fund
Intermediate Tax-Exempt Fund
California Intermediate Tax-Exempt Fund
Florida Intermediate Tax-Exempt Fund
Fixed Income Fund
Tax-Exempt Fund
Arizona Tax-Exempt Fund
California Tax-Exempt Fund
Global Fixed Income Fund (formerly known as the International Fixed Income Fund)
High Yield Municipal Fund
High Yield Fixed Income Fund
Income Equity Fund
Stock Index Fund
Growth Equity Fund
Select Equity Fund
Mid Cap Growth Fund
Small Cap Index Fund
Small Cap Value Fund (formerly known as the Small Cap Fund)
Small Cap Growth Fund
International Growth Equity Fund
International Select Equity Fund
Technology Fund
Blue Chip 20 Fund
Global Communications Fund
A-1
SCHEDULE B
DISTRIBUTION SERVICES
The Distributor shall, at its own expense, finance appropriate activities
which are primarily intended to result in the sale of the Shares. Such
services shall include, but are not limited to:
1. Preparation and execution of selling agreements
monitoring accruals
monitoring expenses
making disbursements for expenses and fees
2. Advertising and sales literature submission to the NASD
3. Investor qualification calls, as necessary
4. Printing and mailing of Prospectuses to other than existing shareholders
5. Formation and maintenance of a private label distributor for the Shares
B-1
