UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 14C
(Rule 14c-101)
Schedule 14C Information
Information Statement pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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¨ | Preliminary information statement. | |
¨ | Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)). | |
x | Definitive information statement. | |
NORTHERN FUNDS
(Name of Registrant as Specified in Its Charter)
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x | No fee required. | |
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | ||
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
¨ | Fee paid previously with preliminary materials. | |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
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(2) | Form, schedule or registration statement no.: | |
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(4) | Date filed: | |
MULTI-MANAGER FUNDS
INFORMATION STATEMENT | August 27, 2012 |
Dear Northern Multi-Manager International Equity Fund Investor:
As you know, we continually monitor and manage the subadvisers in the Northern Multi-Manager Funds. A dedicated team of investment professionals evaluates the subadvisers’ performance, portfolios, organizational structure, team composition, investment process and adherence to investment guidelines on an ongoing basis to ensure that each Fund’s subadvisers maintain an overall investment approach that meets our risk and return objectives. Consistent with this rigorous approach, we have recently made a subadviser change.
Each of the Northern Multi-Manager Funds consists of subadvisers with distinct investment approaches.The Board of Trustees of the Northern Multi-Manager Funds (the “Board”) approved the termination of Tradewinds Global Investors, LLC (“Tradewinds”) as a subadviser to the Northern Multi-Manager International Equity Fund (the “International Equity Fund”), effective June 6, 2012, and the appointment of EARNEST Partners, LLC to subadvise a portion of the International Equity Fund, effective June 15, 2012. The Board made these decisions, based upon Northern’s recommendations, due to the resignation of Tradewinds’ Chief Investment Officer and President.
Please take a moment to read the enclosed Information Statement that describes the change discussed above. We believe that this change is in the best interests of the International Equity Fund and its shareholders and assure you that we will continue to closely monitor the subadvisers managing the Northern Multi-Manager Funds. If you have any questions about your investment in the Northern Multi-Manager Funds, please contact your financial advisor or call 800-595-9111.
Best regards,
Chris E. Vella, CFA
Senior Vice President
Chief Investment Officer, NTCC
Jessica K. Hart
Senior Vice President, NTCC
| NOT FDIC INSURED | May lose value/No bank guarantee |
| 50 SOUTH LASALLE STREET | P.O. BOX 75986 | CHICAGO, ILLINOIS 60675 | 800-595-9111 | NORTHERNFUNDS.COM |
Northern Funds Distributors, LLC, not affiliated with Northern Trust
MULTI-MANAGER FUNDS
INFORMATION STATEMENT
NORTHERN FUNDS—MULTI-MANAGER INTERNATIONAL EQUITY FUND
This Information Statement is being provided to the shareholders of the Northern Multi-Manager International Equity Fund (the “International Equity Fund” or the “Fund”), a series of Northern Funds, a Delaware statutory trust (the “Trust”), in lieu of a proxy statement, pursuant to the terms of an exemptive order (the “Order”) that the Trust has received from the Securities and Exchange Commission (“SEC”). The Order permits the Trust’s investment advisers to terminate subadvisers, and to engage and to enter into and materially amend an existing subadvisory agreement upon the approval of the Board of Trustees of the Northern Multi-Manager Funds (the “Board”), without obtaining shareholder approval.We are not asking you for a proxy and you are requested NOT to send us a proxy.
The Information Statement will be available on the Trust’s website at http://www.northernfunds.com/informationstatements until November 26, 2012. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the Trust at (800) 595-9111 or sending an e-mail to northern-funds@ntrs.com.
Shareholders of record at the close of business on July 19, 2012 are entitled to receive this Information Statement. A Notice of Availability of this Information Statement is being sent to shareholders of the International Equity Fund on or about August 27, 2012.
The Investment Advisers and the Advisory Agreement
The Northern Trust Company of Connecticut (“NTCC”) and Northern Trust Investments, Inc. (“NTI”) (each, an “Investment Adviser” and together, the “Investment Advisers”), serve jointly as the Investment Advisers for the Fund and are responsible for its overall administration.
The Investment Advisers are responsible for making decisions with respect to, and placing orders for, all purchases and sales of portfolio securities for the Fund and for providing certain ancillary services under an Investment Advisory and Ancillary Services Agreement dated May 5, 2006, as amended, among the Trust and the Investment Advisers, (the “Advisory Agreement”). The Board supervises the investment advisory services. The Advisory Agreement also permits the Investment Advisers, subject to approval by the Board, to delegate to one or more subadvisers any or all of their portfolio management responsibilities under the Advisory Agreement pursuant to a written agreement with each subadviser, subject to the Order. The Investment Advisers have delegated substantially all their portfolio management responsibilities for the Fund to subadvisers, with the exception of cash management services for the Fund. The Investment Advisers remain responsible for supervision and oversight of the portfolio management services performed by the subadvisers, including compliance with the Fund’s investment objective and policies. The initial sole shareholder of the International Equity Fund approved the Advisory Agreement on June 21, 2006.
The Investment Advisers are entitled to an advisory fee as compensation for their advisory services and the assumption of related expenses. The fee is computed daily and payable monthly, at the annual rates set forth in the table below (expressed as a percentage of the Fund’s average daily net assets).
| FUND | CONTRACTUAL FEE RATE | AVERAGE DAILY NET ASSETS | ||||||
| International Equity Fund | 1.10% | First $1 Billion | ||||||
| 1.03% | Next $1 Billion | |||||||
| 0.99% | Over $2 Billion | |||||||
EARNEST Partners, LLC and the EARNEST Partners Agreement
THE EARNEST PARTNERS AGREEMENT. At a meeting of the Board held on May 17-18, 2012, the Trustees, including a majority of the Independent Trustees voting separately, approved a new subadvisory agreement (the “EARNEST Partners Agreement” or the “New Subadvisory Agreement”) with respect to the International Equity Fund among the Investment Advisers and EARNEST Partners, LLC (“EARNEST Partners” or the “New Subadviser”). The EARNEST Partners Agreement became effective on June 15, 2012. Under the EARNEST Partners Agreement, EARNEST Partners manages a portion of the International Equity Fund’s assets. The International Equity Fund’s remaining assets are currently allocated among four other subadvisers: Altrinsic Global Advisors, LLC, NFJ Investment Group, LLC, Northern Cross, LLC and William Blair & Company, LLC, each of which manages a portion of the International Equity Fund’s assets.
From June 2006 until June 6, 2012, Tradewinds Global Investors, LLC (“Tradewinds”) managed a portion of the International Equity Fund’s assets pursuant to a subadvisory agreement dated June 22, 2006 and amended November 13, 2007 among the Investment Advisers and Tradewinds (the “Tradewinds Agreement”). The Tradewinds Agreement was terminated by the Board as of June 6, 2012 upon the recommendation of the Investment Advisers due to the resignation of Tradewinds’ Chief Investment Officer and President. Based on their evaluation of EARNEST Partners’ investment advisory operations and capabilities, the Investment Advisers recommended that the Board
| MULTI-MANAGER FUNDS | 2 | NORTHERN INFORMATION STATEMENT |
MULTI-MANAGER FUNDS
August 27, 2012 |
approve the EARNEST Partners Agreement. From June 6, 2012 until June 15, 2012, the Investment Advisers managed the portion of the International Equity Fund previously managed by Tradewinds.
The EARNEST Partners Agreement provides that EARNEST Partners shall, subject to the supervision and oversight of the Investment Advisers, manage the investment and reinvestment of the portion of the International Equity Fund’s assets that the Investment Advisers may allocate to EARNEST Partners. The EARNEST Partners Agreement provides that generally in selecting brokers or dealers to place orders for transactions (i) on common and preferred stocks, EARNEST Partners shall use its best judgment to obtain the best overall terms available, and (ii) EARNEST Partners shall attempt to obtain best net price and execution. Generally, in assessing the best overall terms available for any transaction, EARNEST Partners is to consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, EARNEST Partners may consider the brokerage and research services provided to the International Equity Fund and/or other accounts over which EARNEST Partners or an affiliate exercises investment discretion. A broker or dealer providing brokerage and/or research services may receive a higher commission than another broker or dealer would receive for the same transaction.
The EARNEST Partners Agreement provides that EARNEST Partners, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the International Equity Fund with those to be sold or purchased for such other accounts in order to obtain the best net price and execution. In such an event, EARNEST Partners will allocate the securities so purchased or sold, as well as the expenses incurred in the transaction, in the manner it considers to be most fair and equitable over time to the International Equity Fund and the other accounts involved. In some instances, this procedure may adversely affect the size of the position obtainable for the International Equity Fund or the amount of the securities that are able to be sold for the International Equity Fund. The EARNEST Partners Agreement permits EARNEST Partners, at its discretion but subject to applicable law, to select the executing broker or dealer among multiple brokers or dealers offering comparable execution and price, on the basis of EARNEST Partners’ opinion of the reliability and quality of the broker or dealer.
The EARNEST Partners Agreement provides that EARNEST Partners shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties. The EARNEST Partners Agreement also provides that each Investment Adviser will indemnify EARNEST Partners against certain liabilities and expenses, except that EARNEST Partners shall not be indemnified for any liability and expenses that result from EARNEST Partners’ willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under the EARNEST Partners Agreement.
Generally, the Board or holders of a majority of outstanding voting securities of the International Equity Fund may terminate the EARNEST Partners Agreement without penalty upon 60 days’ written notice. The Investment Advisers may terminate the EARNEST Partners Agreement immediately upon notice to EARNEST Partners. The EARNEST Partners Agreement terminates automatically in the event of an assignment (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The EARNEST Partners Agreement also may be terminated by EARNEST Partners upon 30 days’ written notice and automatically terminates upon termination of the Advisory Agreement.
EARNEST Partners receives fees from the Investment Advisers for its services out of the fees that the International Equity Fund pays to the Investment Advisers under the Advisory Agreement. The International Equity Fund pays no additional fees directly to EARNEST Partners. The International Equity Fund would have paid the same amount of advisory fees had the EARNEST Partners Agreement been in effect during the last fiscal year.
INFORMATION ABOUT EARNEST PARTNERS. EARNEST Partners is located at 1180 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30309. As of June 30, 2012, EARNEST Partners had assets under management of approximately $20.5 billion. EARNEST Partners is a fundamental, bottom-up investment manager. The firm implements its investment philosophy through fundamental analysis; risk management that seeks to minimize the risk of underperformance versus the assigned benchmark; and the use ofReturn Pattern Recognition®1, a screening tool developed by EARNEST Partners. Using this tool, potential Fund investments are screened based on such qualities as valuation measures, market trends, operating trends, growth measures, profitability measures, and macroeconomics. After screening the relevant universe, EARNEST Partners utilizes fundamental analysis and a statistical risk management approach to select Fund investments. EARNEST Partners is owned approximately 87% by Westchester
| 1 | RETURN PATTERN RECOGNITION (the “Mark”) is a registered trademark of EARNEST Partners. Use of the Mark is not permitted absent prior written consent of EARNEST Partners. |
| NORTHERN INFORMATION STATEMENT | 3 | MULTI-MANAGER FUNDS |
MULTI-MANAGER FUNDS
INFORMATION STATEMENT
Limited, LLC and 13% by EP Partner Pool, LLC. Mr. Paul E. Viera, Jr. indirectly owns more than 25% of EARNEST Partners through Westchester Limited, LLC.
PORTFOLIO MANAGER. Mr. Paul E. Viera, Jr. founded EARNEST Partners in 1998 and is primarily responsible for the day-to-day management of the portion of the International Equity Fund managed by EARNEST Partners.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS. Set forth below in alphabetical order is a list of each executive officer and director of EARNEST Partners indicating position(s) held with EARNEST Partners and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o EARNEST Partners at the address noted above.
| NAME | POSITION(S) HELD WITH EARNEST PARTNERS | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Paul Ernest Viera, Jr. | Chief Executive Officer and Partner | None | ||
| James Macon Wilson | Chief Compliance Officer | None | ||
| John George Whitmore | Chief Operating Officer | None |
OTHER ADVISORY CLIENTS. EARNEST Partners also acts as investment subadviser to the other registered investment companies set forth below, which have similar investment objectives as the International Equity Fund. The table below sets forth certain information with respect to these investment companies.
| NAME OF FUND | NET ASSETS | ANNUAL RATE OF SUBADVISORY FEES AS A PERCENTAGE OF SUB-ADVISED ASSETS | CONTRACTUAL NET ANNUAL FUND OPERATING EXPENSES LIMIT | |||
| Advanced Series Trust – AST New Discovery Asset Allocation Portfolio | Not publicly disclosed because it is a new fund | 0.45% of sleeve average daily net assets | N/A | |||
| AXA Premier VIP Trust – Multimanager International Equity Portfolio | $736,026,792 at December 31, 2011 (EARNEST Partners manages a portion of the fund) | 0.50% on the first $500 million of average daily net assets; and 0.40% on the average daily net assets in excess of $500 million | N/A | |||
| Advisors’ Inner Circle Fund II – Hancock Horizons Diversified International Fund | $182,753,000 at January 31, 2012 | 0.50% on the first $100 million of average daily net assets; and 0.45% on the average daily net assets in excess of $100 million | N/A | |||
| SEI Institutional Investments Trust – Screened World Equity Ex-US Fund | $46,366,000 at November 30, 2011 (EARNEST Partners manages a portion of the fund) | Not publicly disclosed | N/A | |||
| SEI Institutional Investments Trust – World Equity Ex-US Fund | $4,480,359,000 at November 30, 2011 (EARNEST Partners manages a portion of the fund) | Not publicly disclosed | N/A |
| MULTI-MANAGER FUNDS | 4 | NORTHERN INFORMATION STATEMENT |
MULTI-MANAGER FUNDS
August 27, 2012 |
TRUSTEES’ CONSIDERATIONS IN APPROVING THE EARNEST PARTNERS AGREEMENT. The Board, including a majority of all the Independent Trustees, approved the EARNEST Partners Agreement at a meeting held on May 17-18, 2012 (the “Meeting”). In connection with the Meeting, the Trustees reviewed information and written materials from the Investment Advisers and the New Subadviser regarding (i) the nature and quality of the investment advisory services to be provided by the New Subadviser, including the experience and qualifications of the personnel providing such services; (ii) the New Subadviser’s financial condition, history of operations and ownership structure; (iii) the New Subadviser’s brokerage and soft dollar practices; (iv) the New Subadviser’s investment strategies and styles of investing; (v) the performance history of the New Subadviser with respect to accounts or funds managed similarly to the Fund for which it was being engaged and hypothetical performance information and portfolio attributes; (vi) the New Subadviser’s compliance policies and procedures (including its codes of ethics) and the Trust’s Chief Compliance Officer’s evaluations of such policies and procedures; (vii) the New Subadviser’s conflicts of interest in managing the Fund; and (viii) the terms of the New Subadvisory Agreement. The Trustees also considered the Investment Advisers’ explanations for how the New Subadviser was expected to impact Fund performance and decrease risk in the Fund.
The Trustees also reviewed the Investment Advisers’ proprietary method for allocating assets among the various subadvisers and the proposed allocations of assets among the New Subadviser and the other subadvisers to the Fund.
In connection with the approvals of the New Subadvisory Agreement for the Fund, the Trustees gave weight to various factors but did not identify any single factor as controlling their decision. However, the Trustees relied upon the recommendations and evaluations of the Investment Advisers with respect to the New Subadviser.
Nature, Extent and Quality of Services
The Trustees considered the information and evaluations provided by the Investment Advisers with respect to the New Subadviser’s operations, qualifications and experience in managing the type of strategies for which the New Subadviser was being engaged. The Trustees also considered the Trust’s Chief Compliance Officer’s evaluation of the New Subadviser’s compliance programs and the recommended compliance monitoring schedule for the New Subadviser. The Trustees noted that the New Subadviser had considerable experience in managing registered mutual funds and had a satisfactory compliance record.
Fees and Performance
With respect to the subadvisory fees, the Trustees considered that the New Subadviser is paid by the Investment Advisers out of their advisory fees and not by the Fund. The Trustees also believed, based on the representations of the Investment Advisers, that the New Subadvisory Agreement had been negotiated at arms length among the Investment Advisers and the New Subadviser. The Trustees also considered comparisons of the New Subadviser’s fees at various asset levels of the Fund and in relation to other existing subadvisers to the Fund. Additionally, the Trustees considered information with respect to the standard fees charged by the New Subadviser to other similar institutional accounts. Finally, the Trustees considered the Investment Advisers’ representations that the fees to be paid to the New Subadviser were reasonable in light of the anticipated quality of services to be provided by the New Subadviser.
The Trustees also considered projected profitability to the Investment Advisers of the International Equity Fund before and after the addition of the New Subadviser. These comparisons showed no material change to the Investment Advisers’ profitability. The Trustees did not consider the New Subadviser’s projected profitability as they did not consider it to be particularly relevant because the Investment Advisers would be paying the New Subadviser out of their advisory fees. The Trustees therefore believed that the Investment Advisers had an incentive to negotiate the lowest possible subadvisory fees.
The Trustees considered and evaluated the past performance information presented with respect to the New Subadviser and the Investment Advisers’ evaluation of that performance. This information was compared to performance information with respect to the Fund’s applicable benchmark. It was noted that the New Subadviser had a particular style that would underperform in some markets. In addition, the Trustees reviewed a report prepared by the Investment Advisers showing the hypothetical performance of the Fund over various time periods if the New Subadviser had been managing the Fund along with the existing subadvisers to the Fund.
Economies of Scale
The Trustees considered that the New Subadvisory Agreement and the Advisory Agreement both contained breakpoints in fees at various asset levels. The Trustees also considered information prepared by the Investment Advisers that showed that the levels of aggregate subadvisory fee rates decreased as the Fund’s assets increased. However, the Trustees generally considered economies of scale with respect to the Fund primarily at the advisory level given that the Investment Advisers would be paying the New Subadviser out of their advisory fees.
| NORTHERN INFORMATION STATEMENT | 5 | MULTI-MANAGER FUNDS |
MULTI-MANAGER FUNDS
INFORMATION STATEMENT
Other Benefits
The Trustees considered other benefits to be derived as a result of the New Subadviser’s relationship with the Fund. These benefits included research and other benefits in connection with brokerage commissions paid by the Fund. The Trustees also considered other relationships that the New Subadviser had with the Investment Advisers, including subadvisory or custodial relationships.
Based on the Trustees’ deliberations and the recommendations by the Investment Advisers, the Trustees concluded that the fees proposed to be paid to the New Subadviser were reasonable in light of the services to be provided by it and that the New Subadvisory Agreement should be approved.
Additional Information
ADVISORY AND SUBADVISORY FEES. For the fiscal year ended March 31, 2012, the International Equity Fund paid advisory fees to the Investment Advisers in the aggregate amount of $29,237,514 (1.30% of the Fund’s net assets as of March 31, 2012) and the Investment Advisers paid subadvisory fees to the subadvisers of the International Equity Fund in the aggregate amount of $10,713,346 (0.48% of the Fund’s net assets as of March 31, 2012).
As of July 2, 2012, the Trust’s Trustees and officers as a group owned beneficially less than 1% of the outstanding shares of the International Equity Fund. The following table sets forth certain information regarding the Fund’s payment of brokerage commissions to affiliated persons for the fiscal year ended March 31, 2012:
| Broker Name | Commissions Paid to Affiliated Persons | % of Total Commissions Paid to Affiliated Persons in Most Recent Fiscal Year | Total Amount of Transactions on Which Commissions Were Paid to Affiliated Persons | % of Total Affiliated Persons | ||||||||||||
| UBS Securities, Inc. | $21,068 | 0.44% | $19,764,998 | 0.39% | ||||||||||||
INFORMATION ABOUT NTCC. NTCC, an Investment Adviser of the Fund, is a state bank and trust company organized under the laws of the State of Connecticut and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). NTCC is a wholly-owned direct subsidiary of Northern Trust Corporation (“NTC”). NTCC is located at 300 Atlantic Street, Stamford, CT 06901. NTC is located at 50 South LaSalle Street, Chicago, IL 60603.
The list below shows each executive officer and manager of NTCC indicating position(s) held with NTCC and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o NTCC at the address noted above.
| MULTI-MANAGER FUNDS | 6 | NORTHERN INFORMATION STATEMENT |
| NAME | POSITION(S) HELD WITH NTCC | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Stephen Bowman | Executive Vice President and Director | None | ||
| Robert P. Browne | Executive Vice President | Executive Vice President, Chief Investment Officer and Director of NTI | ||
| Jennifer L. Driscoll | Executive Vice President and Director | None | ||
| Patrick W. Herrington | Senior Vice President and Chief Operating Officer | None | ||
| Susan J. Hill | Chief Compliance Officer | Chief Compliance Officer and Senior Vice President of NTI | ||
| Joseph W. McInerney | Chief Executive Officer, President and Director | None | ||
| Charles Mueller | Director | None | ||
| Stephen N. Potter | Executive Vice President and Director | Chief Executive Officer, President and Chairman of NTI | ||
| Beth M. Provanzana | Senior Vice President, Chief Financial Officer and Treasurer | Senior Vice President, Chief Financial Officer, Treasurer and Director of NTI | ||
| Alan W. Robertson | Chairman, Executive Vice President and Director | Executive Vice President and Director of NTI | ||
| Christopher E. Vella | Senior Vice President and Chief Investment Officer | None | ||
| Lloyd A. Wennlund | Director | Executive Vice President and Director of NTI |
MULTI-MANAGER FUNDS
August 27, 2012 |
INFORMATION ABOUT NTI. NTI, an Investment Adviser of the Fund, is an Illinois State Banking Corporation and an investment adviser registered under the Advisers Act. NTI is a wholly-owned indirect subsidiary of NTC. Each of these entities is located at 50 South LaSalle Street, Chicago, IL 60603.
The list below shows each executive officer and manager of NTI indicating position(s) held with NTI and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o NTI at the address noted above.
| NAME | POSITION(S) HELD WITH NTI | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Robert P. Browne | Executive Vice President, Chief Investment Officer and Director | Executive Vice President of NTCC | ||
| Christopher W. Carlson | Senior Vice President, Chief Operating Officer and Director | None | ||
| Mark C. Gossett | Executive Vice President and Director | None | ||
| Susan J. Hill | Chief Compliance Officer and Senior Vice President | Chief Compliance Officer of NTCC | ||
| Stephen N. Potter | Chief Executive Officer, President and Chairman | Executive Vice President and Director of NTCC | ||
| Beth M. Provanzana | Senior Vice President, Chief Financial Officer, Treasurer and Director | Chief Financial Officer, Senior Vice President and Treasurer of NTCC | ||
| Alan W. Robertson | Executive Vice President and Director | Chairman, Executive Vice President and Director of NTCC | ||
| Lloyd A. Wennlund | Executive Vice President and Director | Director of NTCC |
INFORMATION ABOUT DISTRIBUTOR AND ADMINISTRATOR. Northern Funds Distributors, LLC, with principal offices at Three Canal Plaza, Suite 100, Portland, Maine, 04101, serves as the Fund’s distributor. NTI acts as administrator for the Fund. The Northern Trust Company, located at 50 South LaSalle Street, Chicago, Illinois 60603, acts as sub-administrator for the Fund.
SHAREHOLDER REPORTS. The Fund will furnish, without charge, copies of its March 31, 2012 annual report to any shareholder upon request addressed to: Northern Funds, P.O. Box 75986, Chicago, Illinois 60675-5986, by telephone at 1-800-595-9111, or by e-mail at northern-funds@ntrs.com.
SHARE OWNERSHIP INFORMATION. As of July 19, 2012, the record date for shareholders receiving this Information Statement, the International Equity Fund had 235,715,685 shares outstanding. As of the same date, NTC and its affiliates held of record substantially all of the outstanding shares of the Fund as agent, custodian, trustee or investment adviser on behalf of their customers. There were no other persons or entities that owned of record or beneficially more than 5% of the shares of the Fund as of July 19, 2012.
MULTIPLE SHAREHOLDERS IN A HOUSEHOLD.If you are a member of a household in which multiple shareholders of your Fund share the same address, and the Fund or your broker or bank (for “street name” accounts) has received consent to household material, then the Fund or your broker or bank may have sent to your household only one copy of this Information Statement, unless the Fund or your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Information Statement, your Fund will deliver promptly a separate copy of this Information Statement to you upon written or oral request. To receive a separate copy of this Information Statement, or if you would like to receive a separate copy of future information statements, proxy statements, prospectuses or annual reports, please contact Northern Funds by calling (800) 595-9111, by mail at Northern Funds, P.O. Box 75986, Chicago, Illinois 60675-5986 or by e-mail at northern-funds@ntrs.com. On the other hand, if you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact Northern Funds at the telephone number or address stated above. If your shares are held in street name, please contact your broker or bank.
SHAREHOLDER PROPOSALS. The Trust is not required, nor does it intend, to hold annual meetings of shareholders for the election of Trustees and other business. Instead, meetings will be held only when and if required (for example, whenever less than a majority of the Fund’s Board of Trustees has been elected by the shareholders or when the Trustees have received a written request to call a meeting for the purpose of voting on the question of the removal of any Trustee from the holders of record of at least 10% of the outstanding shares). Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders of a Fund must submit the proposal in writing so that it is received by the Fund within a reasonable time before any meeting. These proposals should be sent to the Trust at 50 South LaSalle Street, Chicago, Illinois 60603.
| NORTHERN INFORMATION STATEMENT | 7 | MULTI-MANAGER FUNDS |
50 South LaSalle Street P.O. Box 75986 Chicago, Illinois 60675-5986 800-595-9111 northernfunds.com |  | MMF STM MINTL | (8/12) |
NORTHERN FUNDS
50 South LaSalle Street
P.O. Box 75986
Chicago, Illinois 60675-5986
800-595-9111
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
This communication presents only an overview of the Information Statement that is available to you on the internet relating to the Northern Multi-Manager International Equity Fund (the “International Equity Fund” or the “Fund”), a series of Northern Funds (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.
The following material is available for view:Information Statement
The Information Statement describes a recent subadviser change relating to the Fund. Specifically, the Board of Trustees of the Northern Multi-Manager Funds has approved the termination of Tradewinds Global Investors, LLC as a subadviser to the International Equity Fund, effective June 6, 2012, and the appointment of EARNEST Partners, LLC to subadvise a portion of the International Equity Fund, effective June 15, 2012.
The Trust has received an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission that allows certain subadviser changes to be made without shareholder approval. The Order instead requires that an information statement be sent to shareholders of the Funds. In lieu of physical delivery of the Information Statement, the Fund will make the Information Statement available to you on the Trust’s website.
This Notice of Internet Availability of the Information Statement is being mailed on or about August 27, 2012 to shareholders of record of the Fund as of July 19, 2012. The Information Statement will be available on the Trust’s website at http://www.northernfunds.com/informationstatements until November 26, 2012. A paper or e-mail copy of the Information Statement may be obtained, without charge, by contacting the Trust at 800-595-9111 or sending an e-mail to northern-funds@ntrs.com.
If you want to receive a paper or e-mail copy of the Information Statement, you must request one. A copy of the Information Statement may be obtained upon request and without charge.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.