As filed with the Securities and Exchange Commission on August 9, 2017
File No.333-218133
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☐ | Pre-Effective Amendment No. | |||
☒ | Post-Effective Amendment No. 1 |
(Check appropriate box or boxes)
NORTHERN FUNDS
(Exact Name of Registrant as Specified in Charter)
50 South LaSalle Street
Chicago, Illinois 60603
(Address of Principal Executive Offices)
800-595-9111
(Registrant’s Telephone Number, including Area Code)
| Name and Address of Agent for Service: | With a copy to: | |
| Diana E. McCarthy | Kevin O’Rourke | |
| Drinker Biddle & Reath LLP | Jose J. Del Real | |
| One Logan Square | Northern Trust Investments, Inc. | |
| Suite 2000 | 50 South LaSalle Street | |
| Philadelphia, Pennsylvania 19103-6996 | Chicago, Illinois 60603 |
EXPLANATORY NOTE
The Combined Prospectus/Information Statement and Statement of Additional Information, each in the form filed on June 19, 2017 pursuant to Rule 497 under the Securities Act of 1933, as amended (File No. 333-218133), are incorporated herein by reference.
This amendment is being filed for the sole purpose of adding the final tax opinion as Exhibit 12 to Part C of the Registration Statement.
PART C
OTHER INFORMATION
| Item 15. | Indemnification |
Section 3 of Article IV of the Registrant’s Agreement and Declaration of Trust dated February 7, 2000, as amended, provides for indemnification of the Registrant’s officers and Trustees under certain circumstances. A copy of such Agreement and Declaration of Trust was filed as Exhibit (a)(19) to Post-Effective Amendment No. 30/31 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.
Section 11 of the Northern Funds’ Management Agreement between the Registrant and Northern Trust Investments, Inc. (the “Adviser”), provides for indemnification of the Adviser or, in lieu thereof, contribution by Registrant, in connection with certain claims and liabilities relating to advisory and administration services to which the Adviser may be subject. A copy of the Management Agreement was filed as Exhibit (d)(1) to Post-Effective Amendment No. 104 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.
Paragraph 3 of the Distribution Agreement dated May 31, 2017 between the Registrant and Northern Funds Distributors, LLC (“NFD”) provides that the Registrant will indemnify NFD against certain liabilities relating to untrue statements, or alleged untrue statements, or omissions of material fact except those resulting from the reliance on information furnished to the Registrant by NFD, or those resulting from the willful misfeasance, bad faith or negligence of NFD, or NFD’s breach of confidentiality. Paragraph 3 of the Distribution Agreement also provides that NFD will indemnify the Trustees and officers of the Registrant against certain liabilities relating to untrue statements, or alleged untrue statements, or omissions of material fact resulting from the reliance on information furnished to the Registrant by NFD, and those liabilities resulting from NFD’s willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under the Distribution Agreement, or NFD’s breach of its confidentiality obligations under the Distribution Agreement. A copy of the Distribution Agreement was filed as Exhibit 7 to Registrant’s Registration Statement on Form N-14 (333-218133) and is incorporated herein by reference.
A mutual fund trustee and officer liability policy purchased by the Registrant insures the Registrant and its Trustees and officers, subject to the policy’s coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
| Item 16. | Exhibits |
The following exhibits are incorporated herein by reference to: Post-Effective Amendment No. 27 to such Registration Statement filed on October 15, 1999 (Accession No. 0000893220-99-001176) (“PEA No. 27”), Post-Effective Amendment Nos. 30 and 31 to such Registration Statement filed on May 15, 2000 (Accession Nos. 0000927405-00-000135 and 0000927405-00-000136) (“PEA Nos. 30 and 31”), Post-Effective Amendment No. 34 to such Registration
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Statement filed on August 1, 2000 (AccessionNo. 0000948221-00-000340) (“PEA No. 34”), Post-Effective Amendment No. 35 to such Registration Statement filed on March 9, 2001 (AccessionNo. 0000912057-01-007427) (“PEA No. 35”), Post-Effective Amendment No. 38 to such Registration Statement filed on May 30, 2002 (AccessionNo. 0000912057-02-022419) (“PEA No. 38”), Post-Effective Amendment No. 39 to such Registration Statement filed on July 29, 2003 (AccessionNo. 0001047469-03-025437) (“PEA No. 39”), Post-Effective Amendment No. 40 to such Registration Statement filed on July 26, 2004 (AccessionNo. 0000950137-04-005850) (“PEA No. 40”), Post-Effective Amendment No. 41 to such Registration Statement filed on December 1, 2004 (AccessionNo. 0000950137-04-010606) (“PEA No. 41”), Post-Effective Amendment No. 42 to such Registration Statement filed on May 25, 2005 (AccessionNo. 0000950137-05-006454) (“PEA No. 42”), Post-Effective Amendment No. 45 to such Registration Statement filed on December 16, 2005 (AccessionNo. 0000950137-05-015036) (“PEA No. 45”), Post-Effective Amendment No. 46 to such Registration Statement filed on March 27, 2006 (AccessionNo. 0000950137-06-003828) (“PEA No. 46”), Post-Effective Amendment No. 49 to such Registration Statement filed on June 22, 2006 (AccessionNo. 0000950137-06-007089) (“PEA No. 49”), Post-Effective Amendment No. 50 to such Registration Statement filed on July 28, 2006 (AccessionNo. 0000950137-06-008268) (“PEA No. 50”), Post-Effective Amendment No. 53 to such Registration Statement filed on May 30, 2007 (AccessionNo. 0000950137-07-008254), (“PEA No. 53”) Post-Effective Amendment No. 57 to such Registration Statement filed on August 13, 2007 (AccessionNo. 0000950137-07-012261) (“PEA No. 57”), Post-Effective Amendment No. 60 to such Registration Statement filed on July 29, 2008 (AccessionNo. 0001193125-08-160161) (“PEA No. 60”), Post-Effective Amendment No. 63 to such Registration Statement filed on November 17, 2008 (AccessionNo. 0001193125-08-237777) (“PEA No. 63”), Post-Effective Amendment No. 64 to such Registration Statement filed on March 31, 2009 (AccessionNo. 0001193125-09-069646) (“PEA No. 64”), Post-Effective Amendment No. 65 to such Registration Statement filed on June 22, 2009 (AccessionNo. 0001193125-09-134909) (“PEA No. 65”), Post-Effective Amendment No. 68 to such Registration Statement filed on September 8, 2009 (AccessionNo. 0001193125-09-188660) (“PEA No. 68”), Post-Effective Amendment No. 69 to such Registration Statement filed on January 4, 2010 (AccessionNo. 0001193125-10-000472) (“PEA No. 69”), Post-Effective Amendment No. 71 to such Registration Statement filed on May 28, 2010 (AccessionNo. 0000950130-10-000276) (“PEA No. 71”), Post-Effective Amendment No. 74 to such Registration Statement filed on July 29, 2010 (AccessionNo. 0001193125-10-170156) (“PEA No. 74”), Post-Effective Amendment No. 76 to such Registration Statement filed on May 16, 2011 (AccessionNo. 0001193125-11-141481) (“PEA No. 76”), Post-Effective Amendment No. 78 to such Registration Statement filed on July 27, 2011 (AccessionNo. 0001193125-11-199111) (“PEA No. 78”), Post-Effective Amendment No. 86 to such Registration Statement filed on July 23, 2012 (AccessionNo. 0001193125-12-310585) (“PEA No. 86”), Post-Effective Amendment No. 91 to such Registration Statement filed on August 17, 2012 (AccessionNo. 0001193125-12-360787) (“PEA No. 91”), Post-Effective Amendment No. 93 to such Registration Statement filed on December 7, 2012 (AccessionNo. 0001193125-12-495705) (“PEA No. 93”), Post-Effective Amendment No. 95 to such Registration Statement filed on March 22, 2013 (AccessionNo. 0001193125-13-121464) (“PEA No. 95”), Post-Effective Amendment No. 98 to such Registration Statement filed on July 22, 2013 (AccessionNo. 0001193125-13-297456) (“PEA
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No. 98”), Post-Effective Amendment No. 102 to such Registration Statement filed on October 15, 2013 (AccessionNo. 0001193125-13-400061) (“PEA No. 102”), Post-Effective Amendment No. 104 to such Registration Statement filed on July 24, 2014 (Accession No. 0001193125-14-279075) (“PEA No. 104”), Post-Effective Amendment No. 105 to such Registration Statement filed on July 24, 2014 (AccessionNo. 0001193125-14-279120) (“PEA No. 105”), Post-Effective Amendment No. 108 to such Registration Statement filed on July 24, 2015 (AccessionNo. 0001193125-15-262844) (“PEA No. 108”), Post-Effective Amendment No. 109 to such Registration Statement filed on July 24, 2015 (Accession No. 0001193125-15-262896) (“PEA No. 109”), Post-Effective Amendment No. 112 to such Registration Statement filed on March 10, 2016 (AccessionNo. 0001193125-16-500061) (“PEA No. 112”), Post-Effective Amendment No. 114 to such Registration Statement filed on July 28, 2016 (AccessionNo. 0001193125-16-662187 ) (“PEA No. 114”); Post-Effective Amendment No. 117 to such Registration Statement filed on September 28, 2016 (AccessionNo. 0001193125-16-723779) (“PEA No. 117”), Post-Effective Amendment No. 119 to such Registration Statement filed on October 14, 2016 (AccessionNo. 0001193125-16-737780) (“PEA No. 119”), and Post-Effective Amendment No. 130 to such Registration Statement filed on July 28, 2017 (AccessionNo. 0001193125-17-240466) (“PEA No. 130).
1. | (a) | Agreement and Declaration of Trust dated February 7, 2000 filed as Exhibit (a)(19) to PEA Nos. 30 and 31. | ||
| (b) | Amendment No. 1 to the Agreement and Declaration of Trust dated February 8, 2000 filed as Exhibit (a)(2) to PEA No. 34. | |||
| (c) | Amendment No. 2 to the Agreement and Declaration of Trust dated May 2, 2000 filed as Exhibit (a)(3) to PEA No. 34. | |||
| (d) | Amendment No. 3 to the Agreement and Declaration of Trust dated September 25, 2000 filed as Exhibit (a)(1) to PEA No. 35. | |||
| (e) | Amendment No. 4 to the Agreement and Declaration of Trust dated February 2, 2001 filed as Exhibit (a)(2) to PEA No. 35. | |||
| (f) | Amendment No. 5 to the Agreement and Declaration of Trust dated July 29, 2003 filed as Exhibit (a)(6) to PEA No. 39. | |||
| (g) | Amendment No. 6 to the Agreement and Declaration of Trust dated October 26, 2004 filed as Exhibit (a)(7) to PEA No. 41. | |||
| (h) | Amendment No. 7 to the Agreement and Declaration of Trust dated February 11, 2005 filed as Exhibit (a)(8) to PEA No. 42. | |||
| (i) | Amendment No. 8 to the Agreement and Declaration of Trust dated May 6, 2005 filed as Exhibit (a)(9) to PEA No. 42. | |||
| (j) | Amendment No. 9 to the Agreement and Declaration of Trust dated November 4, 2005 filed as Exhibit (a)(10) to PEA No. 45. | |||
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| (k) | Amendment No. 10 to the Agreement and Declaration of Trust dated February 16, 2006 filed as Exhibit (a)(11) to PEA No. 46. | |||
| (l) | Amendment No. 11 to the Agreement and Declaration of Trust dated May 5, 2006 filed as Exhibit (a)(12) to PEA No. 49. | |||
| (m) | Amendment No. 12 to the Agreement and Declaration of Trust dated May 4, 2006 filed as Exhibit (a)(13) to PEA No. 49. | |||
| (n) | Amendment No. 13 to the Agreement and Declaration of Trust dated May 5, 2006 filed as Exhibit (a)(14) to PEA No. 49. | |||
| (o) | Amendment No. 14 to the Agreement and Declaration of Trust dated June 20, 2006 filed as Exhibit (a)(15) to PEA No. 50. | |||
| (p) | Amendment No. 15 to the Agreement and Declaration of Trust dated February 16, 2007 filed as Exhibit (a)(16) to PEA No. 53. | |||
| (q) | Amendment No. 16 to the Agreement and Declaration of Trust dated February 15, 2007 filed as Exhibit (a)(17) to PEA No. 53. | |||
| (r) | Amendment No. 17 to the Agreement and Declaration of Trust dated August 3, 2007 filed as Exhibit (a)(18) to PEA No. 57. | |||
| (s) | Amendment No. 18 to the Agreement and Declaration of Trust dated August 3, 2007 filed as Exhibit (a)(19) to PEA No. 57. | |||
| (t) | Amendment No. 19 to the Agreement and Declaration of Trust dated November 2, 2007 filed as Exhibit (a)(20) to PEA No. 60. | |||
| (u) | Amendment No. 20 to the Agreement and Declaration of Trust dated August 8, 2008 filed as Exhibit (a)(21) to PEA No. 63. | |||
| (v) | Amendment No. 21 to the Agreement and Declaration of Trust dated November 7, 2008 filed as Exhibit (a)(22) to PEA No. 63. | |||
| (w) | Amendment No. 22 to the Agreement and Declaration of Trust dated May 8, 2009 filed as Exhibit (a)(23) to PEA No. 65. | |||
| (x) | Amendment No. 23 to the Agreement and Declaration of Trust dated August 28, 2009 filed as Exhibit (a)(24) to PEA No. 68. | |||
| (y) | Amendment No. 24 to the Agreement and Declaration of Trust dated December 14, 2009 filed as Exhibit (a)(25) to PEA No. 71. | |||
| (z) | Amendment No. 25 to the Agreement and Declaration of Trust effective May 14, 2010 filed as Exhibit (a)(26) to PEA No. 74. | |||
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| (aa) | Amendment No. 26 to the Agreement and Declaration of Trust effective July 31, 2010 filed as Exhibit (a)(27) to PEA No. 74. | |||
| (bb) | Amendment No. 27 to the Agreement and Declaration of Trust effective August 11, 2010 filed as Exhibit (a)(28) to PEA No. 76. | |||
| (cc) | Amendment No. 28 to the Agreement and Declaration of Trust effective February 18, 2011 filed as Exhibit (a)(29) to PEA No. 76. | |||
| (dd) | Amendment No. 29 to the Agreement and Declaration of Trust effective May 18, 2012 filed as Exhibit (a)(30) to PEA No. 86. | |||
| (ee) | Amendment No. 30 to the Agreement and Declaration of Trust effective August 9, 2012 filed as Exhibit (a)(31) to PEA No. 91. | |||
| (ff) | Amendment No. 31 to the Agreement and Declaration of Trust effective November 9, 2012 filed as Exhibit (a)(32) to PEA No. 93. | |||
| (gg) | Amendment No. 32 to the Agreement and Declaration of Trust effective February 15, 2013 filed as Exhibit (a)(33) to PEA No. 95. | |||
| (hh) | Amendment No. 33 to the Agreement and Declaration of Trust effective August 22, 2013 filed as Exhibit (a)(34) to PEA No. 102. | |||
| (ii) | Amendment No. 34 to the Agreement and Declaration of Trust effective August 22, 2013 filed as Exhibit (a)(35) to PEA No. 104. | |||
| (jj) | Amendment No. 35 to the Agreement and Declaration of Trust effective February 14, 2014 filed as Exhibit (a)(36) to PEA No. 104. | |||
| (kk) | Amendment No. 36 to the Agreement and Declaration of Trust effective December 5, 2014 filed as Exhibit (a)(37) to PEA No. 108. | |||
| (ll) | Amendment No. 37 to the Agreement and Declaration of Trust effective August 21, 2015 filed as Exhibit (a)(38) to PEA No. 112. | |||
| (mm) | Amendment No. 38 to the Agreement and Declaration of Trust effective March 9, 2016 filed as Exhibit (a)(39) to PEA No. 112. | |||
| (nn) | Amendment No. 39 to the Agreement and Declaration of Trust effective May 19, 2016 filed as Exhibit (a)(40) to PEA No. 114. | |||
| (oo) | Amendment No. 40 to the Agreement and Declaration of Trust effective June 17, 2016 filed as Exhibit (a)(41) to PEA No. 114. | |||
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| (pp) | Amendment No. 41 to the Agreement and Declaration of Trust effective July 22, 2016 filed as Exhibit (a)(42) to PEA No. 114. | |||
| (qq) | Amendment No. 42 to the Agreement and Declaration of Trust dated August 25, 2016 filed as Exhibit (a)(43) to PEA No. 117. | |||
| (rr) | Amendment No. 43 to the Agreement and Declaration of Trust dated October 7, 2016 filed as Exhibit (a)(44) to PEA No. 119. | |||
| (ss) | Amendment No. 44 to the Agreement and Declaration of Trust dated May 18, 2017 filed as Exhibit (a)(45) to PEA No. 130 | |||
2. | (a) | Amended and Restated By-Laws adopted August 2, 2000 filed as Exhibit (b)(1) to PEA No. 38. | ||
| (b) | Amendment No. 1 to the Amended and Restated By-Laws adopted March 31, 2003 filed as Exhibit (b)(2) to PEA No. 39. | |||
| (c) | Amendment No. 2 to the Amended and Restated By-Laws adopted July 29, 2003 filed as Exhibit (b)(3) to PEA No. 39. | |||
| (d) | Amendment No. 3 to the Amended and Restated By-Laws adopted April 27, 2004 filed as Exhibit (b)(4) to PEA No. 40. | |||
| (e) | Amendment No. 4 to the Amended and Restated By-Laws adopted July 27, 2004 filed as Exhibit (b)(5) to PEA No. 41. | |||
| (f) | Amendment No. 5 to the Amended and Restated By-Laws adopted June 20, 2006 filed as Exhibit (b)(6) to PEA No. 50. | |||
| (g) | Amendment No. 6 to the Amended and Restated By-Laws adopted February 14, 2008 filed as Exhibit (b)(7) to PEA No. 60. | |||
| (h) | Amendment No. 7 to the Amended and Restated By-Laws adopted November 5, 2010 filed as Exhibit (b)(8) to PEA No. 76. | |||
| (i) | Amendment No. 8 to the Amended and Restated By-Laws adopted August 19, 2015 filed as Exhibit (b)(9) to PEA No. 112. | |||
| (j) | Amendment No. 9 to the Amended and Restated By-Laws adopted August 20, 2015 filed as Exhibit (b)(10) to PEA No. 112. | |||
3. | None. | |||
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4. | Agreement and Plan of Reorganization is included in Appendix A to the Prospectus/Information Statement constituting Part A of the Registration Statement. | |||
5. | Articles IV, V, VI, VII and IX of the Agreement and Declaration of Trust dated February 7, 2000 filed as Exhibit (a)(19) to PEA Nos. 30 and 31. | |||
6. | (a) | Management Agreement between Northern Funds and Northern Trust Investments, Inc. dated June 30, 2014 is filed as Exhibit (d)(1) to PEA No. 104 | ||
| (b) | Management Agreement between Northern Funds (on behalf of the Multi-Manager Funds) and Northern Trust Investments, Inc. dated June 30, 2014 filed as Exhibit (d)(2) to PEA No. 104. | |||
| (c) | Amended and Restated Exhibit A to the Management Agreement between Northern Funds (on behalf of the Multi-Manager Funds) and Northern Trust Investments, Inc. dated May 2, 2016 filed as Exhibit (d)(3) to PEA No. 114. | |||
| (d) | Fee Reduction Commitment between Northern Funds (on behalf of the Active M Emerging Markets Equity Fund, Multi-Manager Global Real Estate Fund, Active M International Equity Fund and Multi-Manager High Yield Opportunity Fund) and Northern Trust Investments, Inc. dated June 15, 2016 filed as Exhibit (d)(4) to PEA No. 114. | |||
| (e) | Form of Amended and Restated Exhibit A to the Management Agreement between Northern Funds and Northern Trust Investments, Inc. filed as Exhibit (d)(5) to PEA No. 117. | |||
| (f) | Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, Inc. dated June 30, 2014 filed as Exhibit (d)(128) to PEA No. 104. | |||
| (g) | Expense Reimbursement Agreement between Northern Funds (on behalf of the Multi-Manager Funds) and Northern Trust Investments, Inc. dated June 30, 2014 filed as Exhibit (d)(129) to PEA No. 104. | |||
| (h) | Amended and Restated Exhibit A to the Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (d)(7) to PEA No. 114. | |||
| (i) | Amended and Restated Exhibit A to Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. dated June 15, 2016 filed as Exhibit (d)(8) to PEA No. 114. | |||
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| (j) | Amended and Restated Exhibit A to Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. dated June 15, 2016 filed as Exhibit (d)(11) to PEA No. 130. | |||
| (k) | Form of Amended and Restated Exhibit A to Expense Reimbursement Agreement between the Registrant and Northern Trust Investments, Inc. filed as Exhibit (d)(10) to PEA No. 117. | |||
| (l) | Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, Inc. dated January 1, 2017 filed as Exhibit (d)(13) to PEA No. 130. | |||
| (m) | Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Axiom International Investors, LLC dated November 19, 2008 filed as Exhibit (d)(58) to PEA No. 64.* | |||
| (n) | Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Axiom International Investors, LLC filed as Exhibit (d)(35) to PEA No. 69. | |||
| (o) | Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Axiom International Investors, LLC filed as Exhibit (d)(101) to PEA No. 78. | |||
| (p) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Axiom International Investors LLC dated October 1, 2012 filed as Exhibit (d)(98) to PEA No. 98.* | |||
| (q) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Axiom International Investors, LLC dated June 30, 2014 filed as Exhibit (d)(136) to PEA No. 105. | |||
| (r) | Amendment No. 3 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Axiom International Investors, LLC dated June 17, 2016 filed as Exhibit (d)(20) to PEA No. 130. | |||
| (s) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and BlueBay Asset Management LLP dated November 22, 2013 filed as Exhibit (d)(134) to PEA No. 105.* | |||
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| (t) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and BlueBay Asset Management LLP dated June 30, 2014 filed as Exhibit (d)(162) to PEA No. 105. | |||
| (u) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Brookfield Investment Management Inc. dated May 18, 2012 filed as Exhibit (d)(128) to PEA No. 86.* | |||
| (v) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Brookfield Investment Management Inc. dated January 1, 2013 filed as Exhibit (d)(108) to PEA No. 98.* | |||
| (w) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Brookfield Investment Management Inc. dated June 30, 2014 filed as Exhibit (d)(141) to PEA No. 105. | |||
| (x) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Brookfield Investment Management, Inc. dated November 24, 2014 filed as Exhibit (d)(156) to PEA No. 109.* | |||
| (y) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Cambiar Investors, LLC dated June 7, 2016 filed as Exhibit (d)(20) to PEA No. 114.* | |||
| (z) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Cambiar Investors, LLC dated June 17, 2016 filed as Exhibit (d)(25) to PEA No. 130. | |||
(aa) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Causeway Capital Management LLC dated June 10, 2016 filed as Exhibit (d)(21) to PEA No. 114.* | |||
(bb) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Causeway Capital Management, LLC dated June 17, 2016 filed as Exhibit (d)(27) to PEA No. 130. | |||
(cc) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Causeway Capital Management, LLC dated March 1, 2017 filed as Exhibit (d)(28) to PEA No. 130. | |||
(dd) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and DDJ Capital Management, LLC dated September 19, 2012 filed as Exhibit (d)(95) to PEA No. 98.* | |||
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| (ee) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and DDJ Capital Management, LLC dated October 1, 2012 filed as Exhibit (d)(96) to PEA No. 98.* | |||
| (ff) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and DDJ Capital Management, LLC dated June 30, 2014 filed as Exhibit (d)(164) to PEA No. 105. | |||
| (gg) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Delaware Investments Fund Advisers dated August 22, 2014 filed as Exhibit (d)(155) to PEA No. 109.* | |||
| (hh) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc. and Delaware Investments Fund Advisers dated March 8, 2016 filed as Exhibit (d)(26) to PEA No. 114.* | |||
| (ii) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc. and Granite Investment Partners, LLC dated March 9, 2016 filed as Exhibit (d)(27) to PEA No. 114.* | |||
| (jj) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Lazard Asset Management LLC dated August 23, 2013 filed as Exhibit (d)(85) to PEA No. 102.* | |||
| (kk) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Lazard Asset Management LLC dated June 30, 2014 filed as Exhibit (d)(163) to PEA No. 105. | |||
| (ll) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Lazard Asset Management LLC dated March 7, 2013 filed as Exhibit (d)(125) to PEA No. 98.* | |||
| (mm) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Lazard Asset Management LLC dated June 30, 2014 filed as Exhibit (d)(142) to PEA No. 105. | |||
| (nn) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and The London Company of Virginia, LLC dated March 9, 2016 filed as Exhibit (d)(32) to PEA No. 114.* | |||
| (oo) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Neuberger Berman Fixed Income LLC dated July 1, 2011 filed as Exhibit (d)(128) to PEA No. 78.* | |||
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| (pp) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Neuberger Berman Fixed Income LLC dated January 1, 2013 filed as Exhibit (d)(116) to PEA No. 98.* | |||
| (qq) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Neuberger Berman Fixed Income LLC dated June 30, 2014 filed as Exhibit (d)(166) to PEA No. 105. | |||
| (rr) | Amendment No. 3 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Neuberger Berman Investment Advisers, LLC dated March 1, 2017 filed as Exhibit (d)(42) to PEA No. 130. | |||
| (ss) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Nomura Corporate Research and Asset Management, Inc. dated June 10, 2016 filed as Exhibit (d)(36) to PEA No. 114.* | |||
| (tt) | Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management, Inc. dated November 22, 2013 filed as Exhibit (d)(133) to PEA No. 105.* | |||
| (uu) | Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management, Inc. filed as Exhibit (d)(49) to PEA No. 69. | |||
| (vv) | Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management, Inc. filed as Exhibit (d)(114) to PEA No. 78. | |||
| (ww) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management Inc. dated January 1, 2013 filed as Exhibit (d)(118) to PEA No. 98.* | |||
| (xx) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and PanAgora Asset Management, Inc. dated June 30, 2014 filed as Exhibit (d)(138) to PEA No. 105. | |||
| (yy) | Amendment No. 3 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and PanAgora Asset Management, Inc. dated June 17, 2016 filed as Exhibit (d)(49) to PEA No. 130. | |||
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| (zz) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Polen Capital Management, LLC dated March 9, 2016 filed as Exhibit (d)(42) as PEA No. 114.* | |||
| (aaa) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Victory Capital Management Inc. dated November 19, 2015 filed as Exhibit (d)(43) to PEA No. 114.* | |||
| (bbb) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Victory Capital Management, Inc. dated June 17, 2016 filed as Exhibit (d)(52) to PEA No. 130. | |||
| (ccc) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and WCM Investment Management dated August 21, 2015 filed as Exhibit (d)(108) to PEA No. 112.* | |||
| (ddd) | Amendment No. 1 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and WCM Investment Management dated June 17, 2016 filed as Exhibit (d)(54) to PEA No. 130. | |||
| (eee) | Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Westwood Global Investments, LLC dated November 19, 2008 filed as Exhibit (d)(60) to PEA No. 64.* | |||
| (fff) | Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Westwood Global Investments, LLC filed as Exhibit (d)(54) to PEA No. 69. | |||
| (ggg) | Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Westwood Global Investments, LLC filed as Exhibit (d)(122) to PEA No. 78. | |||
| (hhh) | Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Westwood Global Investments, LLC dated January 1, 2013 filed as Exhibit (d)(123) to PEA No. 98.* | |||
| (iii) | Amendment No. 2 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Westwood Global Investments, LLC dated June 30, 2014 filed as Exhibit (d)(140) to PEA No. 105. | |||
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| (jjj) | Amendment No. 3 to the Sub-Advisory Agreement between Northern Trust Investments, Inc. and Westwood Global Investments, LLC dated June 17, 2016 filed as Exhibit (d)(60) to PEA No. 130. | |||
| (kkk) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Ashmore Investment Management Limited dated February 16, 2017 filed as Exhibit (d)(14) to PEA No. 130.* | |||
| (lll) | Investment Sub-Advisory Agreement between Northern Trust Investments, Inc. and Maple-Brown Abbott Limited dated November 17, 2016 filed as Exhibit (d)(38) to PEA No. 130.* | |||
7. | Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated May 31, 2017.(1) | |||
8. | None. | |||
9. | (a) | Custody Agreement between Northern Funds and The Northern Trust Company dated June 30, 2014 filed as Exhibit (g)(1) to PEA No. 104. | ||
| (b) | Amended and Restated Schedule A to the Custody Agreement between Northern Funds and The Northern Trust Company dated May 2, 2016 filed as Exhibit (g)(2) to PEA No. 114. | |||
| (c) | Amended and Restated Schedule B to the Custody Agreement between Northern Funds and The Northern Trust Company dated May 2, 2016 filed as Exhibit (g)(3) to PEA No. 114. | |||
| (d) | Amended and Restated Schedule C to the Custody Agreement between Northern Funds and The Northern Trust Company dated May 2, 2016 filed as Exhibit (g)(4) to PEA No. 114. | |||
| (e) | Form of Amended and Restated Schedule B to the Custody Agreement between Northern Funds and The Northern Trust Company filed as Exhibit (g)(5) to PEA No. 117. | |||
| (f) | Amended and Restated Schedule C to the Custody Agreement between Northern Funds and The Northern Trust Company filed as Exhibit (g)(6) to PEA No. 117. | |||
10. | None. | |||
11. | Opinion and Consent of Drinker Biddle & Reath LLP, with respect to the legality of securities being represented.(1) | |||
12. | Opinion and Consent of Drinker Biddle & Reath LLP, with respect to tax matters is filed herewith. | |||
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| 13. | (a) | Transfer Agency and Service Agreement between Registrant and The Northern Trust Company dated June 30, 2014 filed as Exhibit (h)(1) to PEA No. 104. | ||
| (b) | Amended and Restated Schedule A to the Transfer Agency and Services Agreement between Registrant and The Northern Trust Company dated May 2, 2016 filed as Exhibit (h)(2) to PEA No. 114. | |||
| (c) | Amended and Restated Schedule B to the Transfer Agency and Services Agreement between Registrant and The Northern Trust Company filed as Exhibit (h)(3) to PEA No. 114. | |||
| (d) | Form of Amended and Restated Schedule A to the Transfer Agency and Services Agreement between Registrant and The Northern Trust Company filed as Exhibit (h)(4) to PEA No. 117. | |||
| (e) | Form of Amended and Restated Schedule B to the Transfer Agency and Services Agreement between Registrant and The Northern Trust Company filed as Exhibit (h)(5) to PEA No. 117. | |||
| (f) | Amended and Restated Service Plan, adopted as of April 1, 1994 and most recently revised as of September 15, 1999, and Related Agreement filed as Exhibit (h)(11) to PEA No. 27. | |||
| (g) | Amended and Restated Service Plan, adopted on April 1, 1994 and amended on May 2, 2000 and filed as Exhibit (h)(16) to PEA No. 34, and Related Forms of Servicing Agreement as amended on February 13, 2004 filed as Exhibit (h)(19) to PEA 40. | |||
| (h) | Amended and Restated Service Plan, adopted on April 1, 1994 and amended on May 2, 2000, November 19, 2015 and April 1, 2017, and Form of Services Agreement, filed as Exhibit (h)(9) to PEA No. 130. | |||
14. | Consent of Independent Auditor.(1) | |||
15. | None. | |||
16. | Power of Attorney.(1) | |||
17. | Other Exhibits | |||
| (a) | Prospectus dated July 31, 2016, as supplemented to date, for the Northern Funds Equity Funds, as filed with the Securities and Exchange | |||
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| �� | Commission (“SEC”) on July 28, 2016 (Registration Nos. 33-73404 and 811-08236, EDGAR accession number 0001193125-16-662187) and incorporated herein by reference. | |||
| (b) | Statement of Additional Information dated July 31, 2016, as supplemented to date, for the Northern Funds (other than the Equity Index Funds, Global Tactical Asset Allocation Fund, the Multi-Manager Funds, the Money Market Funds, and Investors Variable NAV Funds), as filed with the SEC on July 28, 2016 (Registration Nos. 33-73404 and 811-08236, EDGAR accession number 0001193125-16-662187) and incorporated herein by reference. | |||
| (c) | Audited financial statements and financial highlights and related Report of Independent Registered Public Accounting Firm with respect to the Northern Funds’ Large Cap Equity Fund and Large Cap Core Fund included in Northern Funds’ Annual Reports for the year ended March 31, 2017 as filed with the SEC with Northern Funds’ Certified Shareholder Report on May 31, 2017 (Registration Nos. 33-73404 and 811-08236, EDGAR accession number 0001193125-17-189259) and incorporated herein by reference. No other parts of the Northern Funds’ Annual Reports are incorporated herein by reference. | |||
* | Portions of this exhibit have been omitted pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission. | |||
(1) | Filed on June 6, 2017 as an exhibit to the Registrant’s Registration Statement on Form N-14 (File No. 333-218133) (EDGAR accession number 0001193125-17-196120) and incorporated by reference herein. | |||
| Item 17. | Undertakings |
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initialbona fide offering of them.
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SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Chicago and State of Illinois, on the 9th day of August, 2017.
| NORTHERN FUNDS | ||
| By: | /s/ Peter K. Ewing | |
| Peter K. Ewing | ||
| President | ||
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Name | Title | Date | ||
/s/ Peter K. Ewing Peter K. Ewing | President (Principal Executive Officer) | August 9, 2017 | ||
/s/ Randal E. Rein Randal E. Rein | Treasurer (Principal Financial Officer and Principal Accounting Officer) | August 9, 2017 | ||
/s/ William L. Bax* William L. Bax | Trustee | August 9, 2017 | ||
/s/ Mark G. Doll* Mark G. Doll | Trustee | August 9, 2017 | ||
/s/ Sandra Polk Guthman* Sandra Polk Guthman | Trustee | August 9, 2017 | ||
/s/ Thomas A. Kloet* Thomas A. Kloet | Trustee | August 9, 2017 | ||
/s/ David R. Martin* David R. Martin | Trustee | August 9, 2017 | ||
/s/ Cynthia R. Plouché* Cynthia R. Plouché | Trustee | August 9, 2017 | ||
/s/ Stephen N. Potter* Stephen N. Potter | Trustee | August 9, 2017 | ||
/s/ Mary Jacobs Skinner* Mary Jacobs Skinner | Trustee | August 9, 2017 | ||
/s/ Casey J. Sylla* Casey J. Sylla | Trustee | August 9, 2017 | ||
/s/ Peter K. Ewing | ||
| * By | Peter K. Ewing | |
| Attorney-In-Fact | ||
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INDEX TO EXHIBITS
EXHIBIT | EXHIBIT TITLE | |
| 12. | Opinion and Consent of Drinker Biddle & Reath LLP with respect to tax matters. | |
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