UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 14C
(Rule14c-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 Rule14c-5(d)(2)). | |
| ☒ | Definitive information statement. | |
NORTHERN FUNDS
(Name of Registrant as Specified in Its Charter)
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| ☐ | Fee computed on table below per Exchange Act Rules14c-5(g) and0-11. | |||
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(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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MULTI-MANAGER FUNDS
INFORMATION STATEMENT | FEBRUARY 22, 2019 |
Dear Northern Funds Investor:
As you know, we continually monitor and manage thesub-advisers in the Northern Engage360™ Fund (the “Fund”). A dedicated team of investment professionals evaluates thesub-advisers’ performance, portfolios, organizational structure, team composition, investment process and adherence to investment guidelines on an ongoing basis to ensure that the Fund’ssub-advisers maintain an overall investment approach that meets our risk and return objectives. Consistent with this rigorous approach, we have added two newsub-advisers to the Fund.
The Fund utilizessub-advisers with distinct investment approaches.The Board of Trustees of the Northern Funds (the “Board”) has approved the appointment of ARK Investment Management, LLC and Mar Vista Investment Partners, LLC, each tosub-advise a portion of the Fund, effective on November 29, 2018. The Board made these decisions, based upon Northern Trust Investments, Inc.’s recommendations that these twosub-advisers would addsub-adviser diversification to help the Fund achieve its risk and return objectives.
Please take a moment to read the enclosed Information Statement that describes the changes discussed above. We believe that these changes are in the best interests of the Fund and its shareholders and assure you that we will continue to closely monitor thesub-advisers managing the Fund. If you have any questions about your investment in the Fund, please contact your financial advisor or call (800)595-9111.
Best regards,
Christopher E. Vella, CFA
Senior Vice President
Northern Trust Investments, Inc.
| NOT FDIC INSURED | May lose value/No bank guarantee |
| 50 SOUTH LASALLE STREET | P.O. BOX 75986 | CHICAGO, ILLINOIS 60675 | 800-595-9111 | WWW.NORTHERNTRUST.COM/FUNDS |
Northern Funds Distributors, LLC, not affiliated with Northern Trust.
MULTI-MANAGER FUNDS
INFORMATION STATEMENT
NORTHERN FUNDS—NORTHERN ENGAGE360™ FUND
This Information Statement is being provided to the shareholders of the Northern Engage360™ Fund (the “Engage360 Fund” or the “Fund”), a series of Northern Funds, a Delaware statutory trust (the “Trust”), pursuant to the terms of an exemptive order (the “Order”) that the Trust has received from the U.S. Securities and Exchange Commission (“SEC”). The Order permits the Trust’s investment adviser to terminate asub-adviser, and to engage and enter into and materially amend an existingsub-advisory agreement upon the approval of the Board of Trustees (the “Board” or the “Trustees”) of the Trust, 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.northerntrust.com/informationstatements until May 23, 2019. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the Trust at (800)595-9111 or sending ane-mail tonorthern-funds@ntrs.com.
Shareholders of record at the close of business on February 6, 2019, are entitled to receive this Information Statement. A Notice of Availability of this Information Statement is being sent to shareholders of the Fund on or about February 22, 2019.
NTI and the Management Agreement
Northern Trust Investments, Inc. (“NTI”), an indirect subsidiary of Northern Trust Corporation (“NTC”), serves as the investment adviser for the Fund and is responsible for its overall management and administration. NTI is responsible for providing investment advisory services, including making decisions with respect to, and placing orders for, all purchases and sales of portfolio securities for the Fund and for providing administration services under a Management Agreement dated June 30, 2014, as amended, between the Trust and NTI (the “Management Agreement”). The Board supervises the investment advisory services. The Management Agreement also permits NTI, subject to approval by the Board, to delegate to one or moresub-advisers any or all of its portfolio management responsibilities under the Management Agreement pursuant to a written agreement with eachsub-adviser, subject to the Order. NTI has delegated substantially all its portfolio management responsibilities for the Fund tosub-advisers, with the exception of cash management services for the Fund. NTI remains responsible for supervision and oversight of the portfolio management services performed by thesub-advisers, including compliance with the Fund’s investment objectives and policies. The initial sole shareholder of the Fund approved the Management Agreement on November 17, 2017.
NTI is entitled to a management fee as compensation for its advisory services and administration 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 | ||||||
| Engage360™ Fund | 0.68% | First $1 Billion | ||||||
| 0.66% | Next $1 Billion | |||||||
| 0.64% | Over $2 Billion | |||||||
ARK Investment Management, LLC and the ARK Agreement
THE ARK AGREEMENT. At a meeting of the Board held on November14-15, 2018 (the “Meeting”), the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (the “Independent Trustees”), voting separately, approved a newsub-advisory agreement (the “ARK Agreement”) with respect to the Engage360 Fund between NTI and ARK Investment Management, LLC (“ARK”). Under the ARK Agreement, ARK began managing a portion of the Fund’s assets on November 29, 2018. The Fund’s other assets are currently allocated among Mar Vista Investment Partners, LLC (“Mar Vista”) (effective on November 29, 2018) and five othersub-advisers: Ariel Investments, LLC; Aristotle Capital Management, LLC; EARNEST Partners, LLC; Segall Bryant & Hamill, LLC and Strategic Global Advisors, LLC (together, the “OtherSub-Advisers”), each of which manages a portion of the Fund’s assets. NTI recommended that the Board approve the ARK Agreement based on its evaluation of ARK’s investment advisory operations and capabilities, the anticipated synergy of its investment style with that of the Fund’s othersub-advisers and ARK’s demonstrated commitment to advancing and promoting diversity and inclusion within its organization and through its business practices.
The ARK Agreement provides that ARK shall, subject to the supervision and oversight of NTI, manage the investment and reinvestment of the portion of the Engage360 Fund’s assets that NTI may allocate to ARK. The ARK Agreement provides that generally in selecting brokers or dealers to place orders for transactions (i) on common and preferred stocks, ARK shall seek to obtain the best overall terms available, and (ii) with respect to all other securities, ARK shall attempt to obtain best net price and execution. Generally, in assessing the best overall terms available forany transaction, ARK considers all factors it deems relevant, including the breadth of the market in the security, the price of
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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, ARK may consider the brokerage and research services provided to the Fund and/or other accounts over which ARK 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 ARK Agreement provides that ARK, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other accounts in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to all other securities. In such an event, ARK will allocate the securities so purchased or sold, as well as the expenses incurred in the transaction, in the manner it considers to be the fairest and most equitable over time to the Fund and the other accounts involved. In some instances, this procedure may adversely affect the size of the position obtainable for the Fund or the amount of the securities that are able to be sold for the Fund. The ARK Agreement permits ARK, 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 ARK’s opinion of the reliability and quality of the broker or dealer.
The ARK Agreement provides that ARK 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 ARK Agreement also provides that NTI will indemnify ARK against certain liabilities and expenses, except that ARK shall not be indemnified for any liability and expenses that result from ARK’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its duties under the ARK Agreement.
Generally, the Board or holders of a majority of outstanding voting securities of the Fund may terminate the ARK Agreement without penalty at any time. NTI may terminate the ARK Agreement immediately upon notice to ARK. The ARK Agreement terminates automatically in the event of an assignment as defined in the 1940 Act. The ARK Agreement also may be terminated by ARK upon 60 days’ written notice and automatically terminates upon termination of the Management Agreement.
The material terms of the ARK Agreement are substantially the same as the terms of thesub-advisory agreements with the othersub-advisers to the Fund, except for thesub-advisory fees. ARK receives fees from NTI for its services out of the fees that the Fund pays to NTI under the Management Agreement. The Fund pays no additional fees directly to ARK. The Fund would have paid the same amount of management fees to NTI had the ARK Agreement been in effect during the fiscal period from the Fund’s inception on November 20, 2017 through March 31, 2018.
INFORMATION ABOUT ARK. ARK is an independent, female-owned and controlled Delaware limited liability company founded in 2013 and located at 155 West 19th Street, Fifth Floor, New York, New York 10011. ARK focuses on disruptive innovation and identifying opportunities resulting from technological innovations such as robotics, big data, machine learning, blockchain technology, cloud computing, energy storage and DNA sequencing. ARK provides investment advisory and management services to various types of clients, including exchange-traded funds, mutual funds and other open-ended collective investment funds; separately managed accounts and wrap fee programs; and unified managed account programs sponsored bynon-affiliates. ARK Investment Management GP LLC (“ARK GP”) is the general partner of ARK Investment Management LP (“ARK LP”), which is the managing member of ARK. ARK’s founder and CEO/CIO, Catherine Wood, is the majority owner of ARK. As of December 31, 2018, ARK had approximately $5.8 billion in assets under management.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS. Set forth below is a list of each executive officer and director of ARK indicating position(s) held with ARK and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o ARK at the address noted above.
| NAME | POSITION(S) HELD WITH ARK | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Catherine D. Wood | Chief Executive Officer, Chief Investment Officer | None | ||
| Brett Winton | Director of Research | Principal – iamb Consulting | ||
| Thomas Staudt | Chief Operations Officer | None | ||
| Kellen Carter | Corporate Counsel, Chief Compliance Officer | None | ||
| James Chavis, Jr. | Chief Financial Officer, Chief Administrative Officer | None | ||
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OTHER ADVISORY CLIENTS. ARK also acts as investmentsub-adviser to the other mutual fund and adviser to the other exchange-traded fund listed below, which have similar investment objectives as the Engage360 Fund. The table below sets forth certain information with respect to these funds.
| NAME OF FUND | NET ASSETS OF FUND | ANNUAL RATE OF ADVISORY ORSUB-ADVISORY FEES | NET EXPENSE LIMITS | |||
| American Beacon Funds - American Beacon ARK Transformational Innovation Fund | $22.9 million (as of December 31, 2018) (ARK serves as solesub-adviser) | 0.55% on first $5 billion; 0.525% on next $5 billion; 0.50% on next $10 billion and 0.475% thereafter of the fund’s average daily net assets.(sub-advisory fee) | Class A 1.40% (contractual obligation of American Beacon Advisors, Inc.) | |||
| ARK ETF Trust - ARK Innovation ETF | $1.09 billion (as of December 31, 2018) | 0.75% Expense Ratio (fee includes obligation to pay fund expenses with certain exceptions) | None | |||
Mar Vista Investment Partners, LLC and the Mar Vista Agreement
THE MAR VISTA AGREEMENT. At the Meeting, the Trustees, including the Independent Trustees, voting separately, also approved a newsub-advisory agreement (the “Mar Vista Agreement”) with respect to the Engage360 Fund between NTI and Mar Vista Investment Partners, LLC (“Mar Vista”). Under the Mar Vista Agreement, Mar Vista began managing a portion of the Fund’s assets on November 29, 2018. The Fund’s other assets are currently allocated among ARK and the OtherSub-Advisers, each of which manages a portion of the Fund’s assets. NTI recommended that the Board approve the Mar Vista Agreement based on its evaluation of Mar Vista’s investment advisory operations and capabilities, the anticipated synergy of its investment style with that of the Fund’s othersub-advisers and Mar Vista’s demonstrated commitment to advancing and promoting diversity and inclusion within its organization and through its business practices.
The material terms of the Mar Vista Agreement are substantially the same as the terms of the ARK Agreement and thesub-advisory agreements with the othersub-advisers to the Fund, except for thesub-advisory fees. See pages 2 through 3 for a discussion of these terms.
As compensation for its services under the Mar Vista Agreement, Mar Vista receives fees from NTI out of the fees that the Fund pays to NTI under the Management Agreement. The Fund pays no additional fees directly to Mark Vista. The Fund would have paid the same amount of management fees to NTI had the Mar Vista Agreement been in effect during the fiscal period from November 20, 2017 through March 31, 2018.
INFORMATION ABOUT MAR VISTA. Mar Vista is a minority-owned Delaware limited liability company founded in 2007, with its principal office located at 11150 Santa Monica Boulevard, Suite 320, Los Angeles, California 90025. Mar Vista offers investment advisory services to individuals, pension and profit sharing plans, trusts, estates, corporations and other institutional clients. Mar Vista seeks to invest in companies that provide a broad economic benefit with sustainable competitive advantages and attractive returns on capital. As of December 31, 2018, Mar Vista had approximately $3.1 billion in assets under management. Additionally, as of the same date, Mar Vista had approximately $1.9 billion in assets held in unified managed accounts for a total of $5.0 billion in assets under advisement.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS. Set forth below is a list of each executive officer and director of Mar Vista indicating position(s) held with Mar Vista and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o Mar Vista at the address noted above.
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| NAME | POSITION(S) HELD WITH MAR VISTA | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Silas A. Myers | Partner, Chief Executive Officer | Silas Myers sits on the board of directors of the following businesses: North Asset Management, London, England; and North GP Ltd., London, England. Silas also sits on the board of Big Brothers Big Sisters of Greater Los Angeles. | ||
| Brian L. Massey | Partner, President | None | ||
| Joshua J. Honeycutt | Partner | None | ||
| Jeffrey B. Prestine | Partner | Jeffrey Prestine is on the board of the Orthopedic Institute for Children. | ||
| Robert Schmaltz | Partner, Chief Compliance Officer and Chief Operating Officer | None | ||
OTHER ADVISORY CLIENTS. Mar Vista also acts as investmentsub-adviser to the other mutual funds listed below, which have similar investment objectives as the Engage360 Fund. The table below sets forth certain information with respect to these funds.
| NAME OF FUND | NET ASSETS MANAGED BY MAR VISTA | ANNUAL RATE OF SUB-ADVISORY FEES | NET EXPENSE LIMITS* | |||
| SEI Institutional Investments Trust (SIIT)—Large Cap Fund | $205.1 million (as of December 31, 2018) (portion of the fund) | Confidential | None | |||
| Harbor Funds—Harbor Strategic Growth Fund | $65.7 million (as of December 31, 2018) (portion of the fund) | Confidential | The fund’s adviser has contractually agreed to limit the fund’s operating expenses, excluding interest expense (if any) to 0.70%, 0.62%, 0.95%, and 1.07% for the Institutional Class, Retirement Class, Administrative Class, and Investor Class, respectively. | |||
| Pace Select Advisers Trust—PACE Large Co Growth Equity Investments Fund | $442.3 million (as of December 31, 2018) (portion of the fund) | Confidential | The fund and UBS Asset Management (Americas) Inc. (“UBS AM”) have entered into a written fee waiver/expense reimbursement agreement pursuant to which UBS AM is contractually obligated to waive its management fees and/or reimburse expenses so that the fund’s ordinary total operating expenses (excluding dividend expense, borrowing costs, and interest expense relating to short sales, and expenses attributable to investment in other investment companies, interest, taxes, brokerage commissions and extraordinary expenses) would not exceed 1.13% for Class A and 0.88% for Class Y and Class P. | |||
| * | Expense limitation agreements, if any, are made by each fund’s investment adviser and not Mar Vista. |
Approval of NewSub-Advisory Agreements
TRUSTEES’ CONSIDERATIONS IN APPROVING THE NEWSUB-ADVISORY AGREEMENTS. The ARK Agreement and Mar Vista Agreement (together, the “NewSub-Advisory Agreements”) were approved by the Board of the Trust, including the Independent Trustees voting separately, at the Meeting.
The Trustees reviewed and discussed information and written materials from NTI about ARK and Mar Vista (each a “NewSub-Adviser” and together, the “NewSub-Advisers”) regarding: (i) the nature and quality of the investment advisory services to be provided by each NewSub-Adviser, including the experience and qualifications of the personnel providing such services; (ii) each NewSub-Adviser’s financial condition, history of operations and ownership structures; (iii) each NewSub-Adviser’s
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brokerage and soft dollar practices; (iv) each NewSub-Adviser’s investment strategies and styles of investing; (v) the performance history of each NewSub-Adviser with respect to accounts or funds managed similarly to the Fund and hypothetical performance information and portfolio attributes; (vi) information with respect to each NewSub-Adviser’s risk management and cyber-security programs and the NewSub-Adviser’s compliance policies and procedures (including its code of ethics) and the Trust’s Chief Compliance Officer’s (“CCO”) evaluations of such policies and procedures, as well as the NewSub-Adviser’s regulatory history; (vii) each NewSub-Adviser’s conflicts of interest in managing the Fund, including the NewSub-Adviser’s financial or business relationships with NTI and its affiliates, if any; and (viii) the terms of the NewSub-Advisory Agreements. The Trustees also considered NTI’s discussion of the reasons that it anticipated that each NewSub-Adviser may improve the performance of the Fund. The Trustees also reviewed NTI’s proprietary method for allocating assets among thesub-advisers to the Fund and the proposed allocation of assets among the NewSub-Advisers and the OtherSub-Advisers to the Fund, as well as the then current allocations of assets among the OtherSub-Advisers.
In evaluating the NewSub-Advisory Agreements, the Trustees gave weight to various factors but did not identify any single factor as controlling their decision, and each Trustee may have attributed different weight to different factors. However, the Trustees relied upon the recommendations and performance evaluations of NTI with respect to each NewSub-Adviser.
Nature, Extent and Quality of Services
The Trustees considered the information and evaluations provided by NTI with respect to each NewSub-Adviser’s operations, qualifications, performance and experience in managing the type of strategy for which the NewSub-Adviser was proposed to be engaged in connection with the Fund. The Board also considered NTI’s evaluation of the NewSub-Advisers’ ability to add alpha to the Fund’s returns. The Trustees also reviewed the CCO’s evaluation of each NewSub-Adviser’s compliance program, noting that he believed the program to be satisfactory and in compliance with regulatory requirements. The Trustees concluded that the NewSub-Advisers were able to provide quality services to the Fund.
Fees, Expenses and Performance
With respect to thesub-advisory fees, the Trustees considered that the NewSub-Advisers would be paid by NTI out of its management fee and not by the Fund. The Trustees also believed, based on NTI’s representations, that the NewSub-Advisory Agreements had been negotiated at arm’s-length between NTI and each NewSub-Adviser. The Trustees also considered comparisons of the NewSub-Advisers’ fees at various asset levels of the Fund and in relation to othersub-advisers to the Fund. The Trustees also compared each NewSub-Adviser’s fees in relation to its other similar institutional accounts. Finally, the Trustees also considered NTI’s representations that the fee to be paid to the NewSub-Advisers were reasonable in light of the anticipated quality of the services to be performed by them.
The Trustees also considered the projected profitability to NTI of the Fund before and after the addition of the NewSub-Advisers. These comparisons showed that NTI’s profitability slightly decreased. It was noted that NTI had also presented quarterly profitability reports to the Board, as required by the Order. The Trustees did not consider the NewSub-Advisers’ projected profitability as they did not consider it to be particularly relevant because NTI would be paying the NewSub-Advisers out of the management fees NTI received from the Fund. The Trustees therefore believed that NTI had an incentive to negotiate the lowest possiblesub-advisory fees.
The Trustees considered and evaluated the NewSub-Advisers’ performance information with respect to their respective other accounts using the same investment strategy and NTI’s evaluation of that performance. The Trustees reviewed reports prepared by NTI showing the hypothetical performance of the NewSub-Advisers and the Fund over various time periods if the NewSub-Advisers also had been managing the Fund along with the OtherSub-Advisers. The Trustees also considered each NewSub-Adviser’s actual performance record in the strategy for which it was being engaged. This information was compared to performance information with respect to their performance benchmarks. It was noted that each NewSub-Adviser had a different style than the othersub-advisers to the Fund and that its style would underperform in certain markets. The Trustees concluded, based upon the information provided, that the NewSub-Advisers’ performance records were generally satisfactory.
Economies of Scale
The Trustees considered information prepared by NTI that showed the impact on NTI’s net management fee (after payment ofsub-advisory fees) at various asset levels. They took into account the levels of aggregatesub-advisory fees at various asset levels, including breakpoints in thesub-advisory fee structures (if any). However, the Trustees generally considered economies of scale with respect to the Fund primarily at the management fee level given that NTI would be paying the NewSub-Advisers out of its management fee.
Other Benefits
The Trustees considered other benefits derived or to be derived by the NewSub-Advisers as a result of their relationships with
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the Fund. These benefits included, but were not limited to, research and other benefits in connection with brokerage commissions paid by the Fund. The Trustees also considered the other relationships that the NewSub-Advisers had with NTI or its affiliates, if any, including othersub-advisory relationships to portfolios managed by NTI.
Based on the Trustees’ deliberations and the recommendations by NTI, the Trustees concluded that the proposed fee to be paid to the NewSub-Advisers was reasonable in light of the services to be provided by them and that the NewSub-Advisory Agreements should be approved.
Additional Information
MANAGEMENT ANDSUB-ADVISORY FEES. For the fiscal period from November 20, 2017 through March 31, 2018, the Engage360 Fund paid management fees to NTI, and NTI paidsub-advisory fees tosub-advisers, in the aggregate amounts and as a percentage of each Fund’s average daily net assets, set forth in the chart below.
| Fund | MANAGEMENT FEES PAID TO NTI BY FUND | SUB-ADVISORY FEES PAID TO SUB-ADVISERS BY NTI | ||||||||||||||
| Engage360 Fund | $178,849 | 0.68% | $97,856 | 0.37% | ||||||||||||
As of June 30, 2018, the Trust’s Trustees and officers as a group owned beneficially less than 1% of the outstanding shares of the Fund.
No brokerage commissions were paid by the Fund to any direct or indirect affiliated persons (as defined in the 1940 Act) of the Fund for the fiscal period from November 20, 2017 through March 31, 2018.
INFORMATION ABOUT NTI. NTI is an Illinois State Banking Corporation and an investment adviser registered under the Advisers Act. NTI is an 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, director and certain other officers 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 | ||
| John Abunassar | Director and Senior Vice President | None | ||
| Richard Bartholomew | Executive Vice President and Chief Risk Officer | None | ||
| Robert P. Browne | Director, Executive Vice President, Chief Investment Officer and Senior Trust Officer | 50 South Capital Advisors, LLC – Chief Investment Officer | ||
| Craig R. Carberry | Senior Vice President, Associate General Counsel and Secretary | 50 South Capital Advisors, LLC – Secretary; and The Northern Trust Company – Associate General Counsel and Senior Vice President | ||
| Christopher W. Carlson | Director, Executive Vice President, Chief Operating Officer and Cashier | None | ||
| Darlene Chappell | Vice President and Anti-Money Laundering Compliance Officer | 50 South Capital Advisors, LLC – AML Compliance Officer; Northern Funds – AML Compliance Officer; Northern Institutional Funds – AML Compliance Officer; and FlexShares Trust – AML Compliance Officer | ||
| Jose J. Del Real | Senior Vice President, Senior Legal Counsel and Assistant Secretary | The Northern Trust Company – Senior Legal Counsel and Senior Vice President; Northern Funds –Secretary; Northern Institutional Funds – Secretary; and FlexShares Trust –Secretary | ||
| Peter K. Ewing | Director and Senior Vice President | The Northern Trust Company – Senior Vice President; Northern Funds – President and Principal Executive Officer; Northern Institutional Funds – President and Principal Executive Officer; and FlexShares Trust – President and Principal Executive Officer | ||
| Steven P. Farmer | Senior Vice President, Chief Compliance Officer and Assistant Trust Officer | 50 South Capital Advisors, LLC – Chief Compliance Officer | ||
| Sheri B. Hawkins | Director and Senior Vice President | None | ||
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| NAME | POSITION(S) HELD WITH NTI | OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT | ||
| Shundrawn A. Thomas | Director, Chairman, President and Chief Executive Officer | The Northern Trust Company – Executive Vice President | ||
| Ryan M. Wickert | Senior Vice President, Chief Financial Officer and Treasurer | None | ||
| Darek Wojnar | Executive Vice President and Director | Northern Funds – Trustee; Northern Institutional Funds – Trustee; and FlexShares Trust – Trustee | ||
INFORMATION ABOUT THE DISTRIBUTOR AND ADMINISTRATOR. Northern Funds Distributors, LLC, with principal offices at Three Canal Plaza, Suite 100, Portland, ME 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, IL 60603, serves as transfer agent, custodian andsub-administrator to the Fund.
SHAREHOLDER REPORTS. The Fund will furnish, without charge, copies of its annual and semi-annual reports dated March 31, 2018 and September 30, 2018, respectively to any shareholder upon request addressed to: Northern Funds, P.O. Box 75986, Chicago, IL 60675-5986, by telephone at1-800-595-9111, or bye-mail at northern-funds@ntrs.com.
SHARE OWNERSHIP INFORMATION. As of February 6, 2019, the record date for shareholders receiving this Information Statement, the Fund had 23,008,387.80 shares outstanding.
As of February 6, 2019, the names and share ownership of the entities or individuals that held of record or beneficially owned 5% or more of the outstanding shares of the Fund were as follows:
| ENTITY OR INDIVIDUAL | NUMBER OF SHARES | % OF FUND | ||||||
| The University of Chicago | 14,910,555 | 64.80% | ||||||
| Chicago Community Trust | 4,224,256 | 18.36% | ||||||
| Rush University Medical Center | 1,447,361 | 6.29% | ||||||
MULTIPLE SHAREHOLDERS IN A HOUSEHOLD. If you are a member of a household in which multiple shareholders of the 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, the 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 bye-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. Meetings of shareholders of the Trust, or any series or class thereof, may be called by Trustees, certain officers or upon the written request of holders of 10% or more of the shares entitled to vote at such meeting. The power to call a vote with respect to shareholders of the Fund is vested exclusively in the Board. To the extent required by law, the Trust will assist in shareholder communications in connection with a meeting called by shareholders. The shareholders of the Trust will have voting rights only with respect to the limited number of matters specified in the Trust Agreement and such other matters as the Trustees may determine or may be required by law. 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.
50 South LaSalle Street P.O. Box 75986 Chicago, Illinois 60675-5986 800-595-9111 northerntrust.com/funds |  | MMF STM | (02/19) |
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 Engage360™ Fund (the “Fund”). The Fund is 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 recentsub-adviser changes relating to the Fund. Specifically, the Board of Trustees of the Trust (the “Board”) has approved the appointment of ARK Investment Management, LLC and Mar Vista Investment Partners, LLC, each to sub-advise a portion of the Fund, effective on November 29, 2018.
The Trust has received an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission that allows certainsub-adviser changes to be made without shareholder approval. The Order instead requires that an information statement be sent to shareholders of the Fund. 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 February 22, 2019 to shareholders of record of the Fund as of February 6, 2019. The Information Statement will be available on the Trust’s website at https://www.northerntrust.com/informationstatements until May 23, 2019. A paper ore-mail copy of the Information Statement may be obtained, without charge, by contacting the Trust at (800)595-9111 or sending ane-mail to northern-funds@ntrs.com.
If you want to receive a paper ore-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.
MMF NOTICE (2/19)