0001193125-10-134888.txt : 20110503 0001193125-10-134888.hdr.sgml : 20110503 20100608155815 ACCESSION NUMBER: 0001193125-10-134888 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100315 FILED AS OF DATE: 20100608 DATE AS OF CHANGE: 20100608 EFFECTIVENESS DATE: 20100608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN FUNDS CENTRAL INDEX KEY: 0000916620 IRS NUMBER: 391777365 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 811-08236 FILM NUMBER: 10884562 BUSINESS ADDRESS: STREET 1: NORTHERN TRUST STREET 2: 50 SOUTH LASALLE CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-557-2790 MAIL ADDRESS: STREET 1: NORTHERN TRUST STREET 2: 50 SOUTH LASALLE CITY: CHICAGO STATE: IL ZIP: 60603 0000916620 S000012491 NORTHERN MULTI-MANAGER SMALL CAP FUND C000033958 NORTHERN MULTI-MANAGER SMALL CAP FUND NMMSX 0000916620 S000024144 NORTHERN MULTI-MANAGER EMERGING MARKETS EQUITY FUND C000070886 NORTHERN MULTI-MANAGER EMERGING MARKETS EQUITY FUND NMMEX DEF 14C 1 ddef14c.htm NORTHERN FUNDS Northern Funds

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

 

Check the appropriate box:

¨   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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MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

JUNE 11, 2010

 

Dear Northern Multi-Manager Fund Investor:

 

As you know, we continually monitor and manage the subadvisers in the 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 subadviser changes within certain of the Funds.

Each of the Northern Multi-Manager Funds consists of subadvisers with distinct investment approaches. We recently terminated William Blair & Company, LLC and OFI Institutional Asset Management, Inc. as subadvisers to the Northern Multi-Manager Small Cap Fund, effective March 15, 2010 and May 25, 2010, respectively. The Board of the Multi-Manager Funds appointed Riverbridge Partners, LLC, Denver Investment Advisors LLC, and Hotchkis and Wiley Capital Management, LLC as new subadvisers to the Multi-Manager Small Cap Fund as of March 15, 2010, June 3, 2010 and June 3, 2010, respectively. We made these decisions for performance-related reasons and in order to better complement the investment styles of the other subadvisers to the Multi-Manager Small Cap Fund.

We have also made a change within the Northern Multi-Manager Emerging Markets Equity Fund. The Board of the Multi-Manager Funds has appointed Trilogy Global Advisors, LLC (“Trilogy”) as a new subadviser to the Multi-Manager Emerging Markets Equity Fund as of March 15, 2010. We added Trilogy as a subadviser to add subadviser capacity and diversification to help the Multi-Manager Emerging Markets Equity Fund achieve its risk and return objectives.

Please take a moment to read the enclosed Joint Information Statement that describes the changes discussed above. We are excited about these changes and assure you that we will continue to closely monitor the subadvisers managing these 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,

LOGO

Andrew C. Smith, CFA

Senior Vice President

Chief Investment Officer, NTCC

LOGO

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   WWW.NORTHERNFUNDS.COM

Northern Funds Distributors, LLC, not affiliated with Northern Trust.

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

NORTHERN FUNDS—MULTI-MANAGER SMALL CAP FUND AND

MULTI-MANAGER EMERGING MARKETS EQUITY FUND

 

This Joint Information Statement is being provided to the shareholders of the Multi-Manager Small Cap Fund (the “Small Cap Fund”) and the Multi-Manager Emerging Markets Equity Fund (the “Emerging Markets Equity Fund”) (each a “Fund” and, together with the Small Cap Fund, the “Funds”), each 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 engage or terminate subadvisers, and to enter into and materially amend an existing subadvisory agreement, upon the approval of the Board of Trustees, without obtaining shareholder approval. We are not asking you for a proxy and you are requested NOT to send us a proxy.

Shareholders of record at the close of business on May 14, 2010 are entitled to receive this Joint Information Statement. This Joint Information Statement is being sent to shareholders of the Funds on or about June 11, 2010.

The Investment Advisers and the Advisory Agreement

The Northern Trust Company of Connecticut (“NTCC”) and Northern Trust Investments, N.A. (“NTI”) (each, an “Investment Adviser” and collectively, the “Investment Advisers”), are each indirect subsidiaries of Northern Trust Corporation (“NTC”) and serve jointly as the Investment Advisers for the Funds and are responsible for their overall administration. NTCC is located at 300 Atlantic Street, Stamford, CT 06901. NTI and NTC are each located at 50 South LaSalle Street, Chicago, IL 60603.

Under an Investment Advisory and Ancillary Services Agreement dated May 5, 2006, as amended, among the Trust and the Investment Advisers, (the “Advisory Agreement”), subject to the general supervision of the Trust’s Board of Trustees, the Investment Advisers make decisions with respect to, and place orders for, all purchases and sales of portfolio securities for the Funds and also provide certain ancillary services. However, the Advisory Agreement permits the Investment Advisers, subject to approval by the Board of Trustees, 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 provisions of the Order. As of the date of this Joint Information Statement, the Investment Advisers have delegated substantially all their portfolio management responsibilities for the Funds to subadvisers, with the exception of cash management services for the Funds. The Investment Advisers remain responsible for supervision and oversight of the portfolio management services performed by the subadvisers, including compliance with the Funds’ investment objectives and policies. The Advisory Agreement was approved by the initial sole shareholder of each Fund upon the Fund’s inception.

As compensation for advisory services and the assumption of related expenses, the Investment Advisers are entitled to an advisory fee, computed daily and payable monthly, at the annual rates set forth in the table below (expressed as a percentage of each Fund’s respective average daily net assets).

 

FUND    ANNUAL
FEE RATE		    AVERAGE DAILY
NET ASSETS
Multi-Manager Small Cap Fund    1.10%

1.03%

0.99%

    First $1 Billion

Next $1 Billion

Over $2 Billion

Multi-Manager Emerging Markets Equity Fund    1.20%

1.13%

1.08%

    First $1 Billion

Next $1 Billion

Over $2 Billion

Riverbridge Partners, LLC and the Riverbridge Agreement

THE RIVERBRIDGE AGREEMENT. At a meeting of the Board of Trustees held on February 19, 2010, the Trustees, including all of the Independent Trustees voting separately, approved a new subadvisory agreement (the “Riverbridge Agreement”) with respect to the Small Cap Fund among the Investment Advisers and Riverbridge Partners, LLC (“Riverbridge”). This agreement became effective on March 15, 2010. Under the Riverbridge Agreement, Riverbridge manages a portion of the Small Cap Fund’s assets. The Small Cap Fund’s remaining assets are currently allocated among four other subadvisers: Copper Rock Capital Partners LLC, Metropolitan West Capital Management, LLC, Hotchkis and Wiley Capital Management, LLC and Denver Investment Advisors LLC, each of which manages a portion of the Small Cap Fund’s assets.

From June 2006 until March 15, 2010, William Blair & Company, LLC (“William Blair”) managed a portion of the Small Cap Fund’s assets pursuant to a subadvisory agreement dated June 22, 2006 among the Investment Advisers and William Blair (the “William Blair Agreement”). The William Blair Agreement was terminated by the Board of the Fund as of March 15, 2010 upon the recommendation of the Investment Advisers. The Investment Advisers’ recommendation was based on their determination that Riverbridge’s growth investment style would correlate better with the styles of the other subadvisers to the Fund and the Fund’s investment objective and strategies. For these reasons, and based on their evaluation of Riverbridge’s investment advisory operations and capabilities, the Investment Advisers recommended that the Board of Trustees approve the Riverbridge Agreement.

 

MULTI-MANAGER FUNDS   2   NORTHERN INFORMATION STATEMENT

MULTI-MANAGER FUNDS

 

 

JUNE 11, 2010

 

The Riverbridge Agreement provides that Riverbridge shall, subject to the supervision and oversight of the Investment Advisers, manage the investment and reinvestment of the portion of the Small Cap Fund’s assets that the Investment Advisers may allocate to Riverbridge. The Riverbridge Agreement provides that generally in selecting brokers or dealers to place orders for transactions (i) on common and preferred stocks, Riverbridge shall use its best judgment to obtain the best overall terms available, and (ii) Riverbridge shall attempt to obtain best net price and execution. Generally, in assessing the best overall terms available for any transaction, Riverbridge 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, Riverbridge may consider the brokerage and research services provided to the Small Cap Fund and/or other accounts over which Riverbridge 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.

On occasions when Riverbridge deems the purchase or sale of a security to be in the best interests of the Small Cap Fund as well as other fiduciary or agency accounts managed by Riverbridge, the Riverbridge Agreement provides that Riverbridge, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Small Cap 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Riverbridge in the manner it considers to be most fair and equitable over time to the Small Cap Fund and the other accounts involved. In some instances, this procedure may adversely affect the size of the position obtainable for the Small Cap Fund or the amount of the securities that are able to be sold for the Small Cap Fund. To the extent that the execution and price available from more than one broker or dealer are believed to be comparable, the Riverbridge Agreement permits Riverbridge, at its discretion but subject to applicable law, to select the executing broker or dealer on the basis of Riverbridge’s opinion of the reliability and quality of the broker or dealer.

The Riverbridge Agreement provides that Riverbridge 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 Riverbridge Agreement also provides that each Investment Adviser will indemnify Riverbridge against certain liabilities and expenses, except that Riverbridge shall not be indemnified for any liability and expenses that result from Riverbridge’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under the Riverbridge Agreement.

Generally, the Riverbridge Agreement may be terminated without penalty by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Small Cap Fund, upon 60 days’ written notice, or by the Investment Advisers immediately upon notice to Riverbridge. The Riverbridge Agreement terminates automatically in the event of an assignment (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)). The Riverbridge Agreement also may be terminated by Riverbridge upon 30 days’ written notice and automatically terminates upon termination of the Advisory Agreement.

As compensation for its services under the Riverbridge Agreement, Riverbridge receives fees from the Investment Advisers out of the fees that the Small Cap Fund pays to the Investment Advisers under the Advisory Agreement. No additional fees are payable by the Small Cap Fund directly to Riverbridge. The Small Cap Fund would have paid the same amount of advisory fees had the Riverbridge Agreement been in effect during the last fiscal year.

INFORMATION ABOUT RIVERBRIDGE. Riverbridge is a 100% employee-owned limited liability company. Mark A. Thompson owns a controlling interest in Riverbridge. Riverbridge is located at 801 Nicollet Mall Suite 600, Minneapolis, MN 55402 and was founded in 1987. As of December 31, 2009, Riverbridge had assets under management of approximately $1.73 billion. The Riverbridge team believes that earnings power determines the value of a franchise. Riverbridge focuses on companies that are viewed as building their earnings power and building the intrinsic value of the company over long periods of time. Riverbridge looks to invest in high-quality growth companies that demonstrate the ability to sustain strong secular earnings growth, regardless of overall economic conditions.

PORTFOLIO MANAGERS. A team of professionals is jointly and primarily responsible for the day-to-day management of the portion of the Fund sub-advised by Riverbridge. The team is led by Mark A. Thompson and also consists of Rick D. Moulton, CFA, Principal and Portfolio Manager, Dana L. Feick, CFA, Principal and Research Analyst, and Philip W. Dobrzynski, CFA, Principal and Research Analyst. Each member of the team is responsible for both research and portfolio management functions. Mr. Thompson co-founded Riverbridge in 1987. As Chief Investment Officer, Mr. Thompson is responsible for coordinating the efforts of the investment team and overall portfolio

 

NORTHERN INFORMATION STATEMENT   3   MULTI-MANAGER FUNDS

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

compliance to Riverbridge investment disciplines. Mr. Moulton joined Riverbridge in May 1991 and is responsible for securities analysis and company research across all industry sectors. Mr. Feick and Mr. Dobrzynski joined Riverbridge in January 1992 and May 1998, respectively, and are each responsible for securities analysis across all industry sectors.

 

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS. Set forth below in alphabetical order is a list of each executive officer and director of Riverbridge indicating position(s) held with Riverbridge and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o Riverbridge at the address noted above.

 

NAME    POSITION(S) HELD WITH
RIVERBRIDGE		    OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
Philip W. Dobrzynski    Research Analyst and Principal    None
Dana L. Feick    Research Analyst and Principal    None
Rick D. Moulton    Chief Compliance Officer, Portfolio Manager and Principal    None
John W. Peyton    Principal    None
Mark A. Thompson    Chief Investment Officer, Portfolio Manager and Principal    None
Andrew W. Turner    Principal    None

OTHER ADVISORY CLIENTS. Riverbridge also acts as subadviser to various other registered investment companies that have similar investment objectives to the Small Cap Fund. The table below sets forth certain information with respect to such investment companies.

 

NAME OF FUND    NET ASSETS      ANNUAL RATE OF ADVISORY FEES
AS A PERCENTAGE OF NET ASSETS		      CONTRACTUAL NET ANNUAL FUND
OPERATING EXPENSES LIMIT
DREYFUS SELECT MANAGERS SMALL CAP VALUE FUND    $70,285,112
(as of Nov. 30, 2009)		      0.90%      1.15%
FORWARD LEGATO FUND    $12,280,837
(as of Dec. 31, 2009)		      0.60%      1.71%
UBS PACE® SMALL/MEDIUM CO. GROWTH EQUITY INVESTMENTS    $371,821,970
(as of Jan. 31, 2010)		      0.40%      1.38%

See pages 9 to 10 for a discussion of the Board of Trustees’ considerations in approving the Riverbridge Agreement.

 

Denver Investment Advisors LLC and the Denver Investments Agreement

THE DENVER INVESTMENTS AGREEMENT. At a meeting of the Board of Trustees held on May 7, 2010, the Trustees, including a majority of Independent Trustees voting separately, approved a new subadvisory agreement (the “Denver Investments Agreement”) with respect to the Small Cap Fund among the Investment Advisers and Denver Investment Advisors LLC (“Denver Investments”). This agreement became effective on June 3, 2010. Under the Denver Investments Agreement, Denver Investments manages a portion of the Small Cap Fund’s assets. The Small Cap Fund’s remaining assets are currently allocated among four other subadvisers: Copper Rock Capital Partners LLC, Metropolitan West Capital Management, LLC, Riverbridge and Hotchkis and Wiley Capital Management, LLC, each of which manages a portion of the Small Cap Fund’s assets.

 

From May 2008 until May 25, 2010, OFI Institutional Asset Management, Inc. (“OFI”) managed a portion of the Small Cap Fund’s assets pursuant to a subadvisory agreement dated May 9, 2008 among the Investment Advisers and OFI (the “OFI Agreement”). The OFI Agreement was terminated by the Board of the Fund as of May 25, 2010 upon the recommendation of the Investment Advisers. The Investment Advisers’ recommendation was based on performance-related reasons and their determination that Denver Investment’s value investment style would correlate better with the styles of the other subadvisers to the Fund and the Fund’s investment objective and strategies. For these reasons, and based on their evaluation of Denver Investments’ investment advisory operations and capabilities, the Investment Advisers recommended that the Board of Trustees approve the Denver Investments Agreement.

 

MULTI-MANAGER FUNDS   4   NORTHERN INFORMATION STATEMENT

MULTI-MANAGER FUNDS

 

JUNE 11, 2010

 

The terms and conditions of the Denver Investments Agreement are substantially the same as the Riverbridge Agreement except for the subadvisory fees. See pages 2 through 3 for a discussion of these terms. The material terms of the Denver Investments Agreement are also substantially the same as the terms of the subadvisory agreements with the other subadvisers to the Small Cap Fund, Copper Rock Capital Partners LLC, Metropolitan West Capital Management, LLC, Riverbridge and Hotchkis and Wiley Capital Management, LLC, except for the subadvisory fees.

As compensation for its services under the Denver Investments Agreement, Denver Investments receives fees from the Investment Advisers out of the fees that the Small Cap Fund pays to the Investment Advisers under the Advisory Agreement. No additional fees are payable by the Small Cap Fund directly to Denver Investments. The Small Cap Fund would have paid the same amount of advisory fees had the Denver Investments Agreement been in effect during the last fiscal year.

INFORMATION ABOUT DENVER INVESTMENTS. Denver Investments is a 100% employee-owned limited liability company with ownership divided among 27 investment professionals, with no single partner owning more than 11%. Denver Investments is located at 1225 17th Street, 26th Floor, Denver, CO 80202 and was founded in 1958. As of December 31, 2009, Denver Investments had assets under management of approximately $8.0 billion. Denver Investments’ investment strategy is based on the belief that the market rewards companies over time for their free cash flow rather than their reported earnings. The strategy utilizes a bottom-up approach, which is grounded in independent fundamental research.

PORTFOLIO MANAGER. A team of professionals is jointly and primarily responsible for the day-to-day management of the portion of the Fund sub-advised by Denver Investments. The team is led by Kris Herrick, CFA, and also consists of Mark Adelmann, CFA, Derek Anguilm, CFA, Troy Dayton, CFA and Lisa Z. Ramirez, CFA. Mr. Herrick is a Partner, Director of Value Research and Research Analyst and joined Denver Investments in 2000. Mr. Adelmann is a Partner and Research Analyst and joined Denver Investments in 1995. Mr. Anguilm is a Partner and Research Analyst and joined Denver Investments in 2000. Mr. Dayton is a Partner and Research Analyst and joined Denver Investments in 2002. Ms. Ramirez is a Vice President, Portfolio Manager and Analyst and joined Denver Investments in 1989.

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS. Set forth below in alphabetical order is a list of each executive officer and principal of Denver Investments indicating position(s) held with Denver Investments and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o Denver Investments at the address noted above.

 

NAME    POSITION(S) HELD WITH
DENVER INVESTMENTS		    OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
Mark M. Adelmann    Partner and Portfolio Manager    Vice President – Blue Chip Value Fund, Inc.
Todger Anderson    Chairman, Partner and Chief Compliance Officer   

President – Westcore Funds;

Director, President – Blue Chip Value Fund, Inc.

Derek R. Anguilm    Partner, Portfolio Manager and Analyst    None
Victoria K. Cunningham    Partner    None
Troy Dayton    Partner, Portfolio Manager and Analyst    None
John C. Fenley    Partner    None
Jasper Frontz    Vice President   

Treasurer, Chief Compliance Officer – Westcore Funds;

Treasurer, Chief Compliance Officer – Blue Chip Value Fund, Inc.

Kris B. Herrick    Partner, Director of Value Research, Portfolio Manager    None
Homer D. Lansdowne    Partner and Director of Wealth Management    None
Mark R. McKissick    Partner    None
Lisa Z. Ramirez    Vice President, Portfolio Manager and Analyst    None

 

NORTHERN INFORMATION STATEMENT   5   MULTI-MANAGER FUNDS

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

OTHER ADVISORY CLIENTS. Denver Investments also acts as investment adviser or subadviser to various other registered investment companies that have similar investment objectives to the Small Cap Fund. The table below sets forth certain information with respect to such investment companies.

 

NAME OF FUND    NET ASSETS      ANNUAL RATE OF ADVISORY FEES
AS A PERCENTAGE OF NET ASSETS		      CONTRACTUAL NET ANNUAL FUND
OPERATING EXPENSE LIMITATION
RIVERSOURCE VP – PARTNERS SMALL CAP VALUE FUND    $1,321,825,607
(as of Dec. 31, 2009)		      0.99%      1.15%
WESTCORE SMALL-CAP VALUE FUND    $244,457,306
(as of Dec. 31, 2009)		      1.00%      1.30%

 

See pages 9 to 10 for a discussion of the Board of Trustees’ considerations in approving the Denver Investments Agreement.

Hotchkis and Wiley Capital Management, LLC and the Hotchkis & Wiley Agreement

THE HOTCHKIS & WILEY AGREEMENT. At a meeting of the Board of Trustees held on May 7, 2010, the Trustees, including a majority of Independent Trustees voting separately, approved a new subadvisory agreement (the “Hotchkis & Wiley Agreement”) with respect to the Small Cap Fund among the Investment Advisers and Hotchkis and Wiley Capital Management, LLC (“Hotchkis & Wiley”). This agreement became effective on June 3, 2010. Under the Hotchkis & Wiley Agreement, Hotchkis & Wiley manages a portion of the Small Cap Fund’s assets. The Small Cap Fund’s remaining assets are currently allocated among four other subadvisers: Copper Rock Capital Partners LLC, Metropolitan West Capital Management, LLC, Riverbridge and Denver Investments, each of which manages a portion of the Small Cap Fund’s assets. The Investment Advisers determined that Hotchkis & Wiley’s deep value investment style would further diversify the management of the Fund and help the Fund achieve its risk and return objectives.

The terms and conditions of the Hotchkis & Wiley Agreement are substantially the same as the Riverbridge Agreement except for the subadvisory fees. See pages 2 through 3 for a discussion of these terms. The material terms of the Hotchkis & Wiley Agreement are also substantially the same as the terms of the subadvisory agreements with the other subadvisers to the Small Cap Fund, Copper Rock Capital Partners LLC, Metropolitan West Capital Management, LLC, Riverbridge and Denver Investments, except for the subadvisory fees.

 

As compensation for its services under the Hotchkis & Wiley Agreement, Hotchkis & Wiley receives fees from the Investment Advisers out of the fees that the Small Cap Fund pays to the Investment Advisers under the Advisory Agreement. No additional fees are payable by the Small Cap Fund directly to Hotchkis & Wiley. The Small Cap Fund would have paid the same amount of advisory fees had the Hotchkis & Wiley Agreement been in effect during the last fiscal year.

INFORMATION ABOUT HOTCHKIS & WILEY. Hotchkis & Wiley, founded in 1980, is a limited liability company, the primary members of which are HWCap Holdings, a limited liability company whose members are current and former employees of Hotchkis & Wiley, and Stephens – H&W, LLC, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company. George H. Davis, the chief executive officer of Hotchkis & Wiley, owns a controlling interest in HWCap Holdings. Hotchkis & Wiley and HWCap Holdings are each located at 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017. As of March 31, 2010, Hotchkis & Wiley had assets under management of approximately $15.7 billion. Hotchkis & Wiley’s strategy utilizes both quantitative and fundamental analysis to uncover potential investments, focusing on long-run normal earnings power.

PORTFOLIO MANAGER. James B. Miles, Principal, and David E. Green, CFA, Principal are the Portfolio Managers primarily responsible for the day-to-day management of the portion of the Fund sub-advised by Hotchkis & Wiley. Mr. Miles and Mr. Green have been with Hotchkis & Wiley since 1995 and 1997, respectively.

 

MULTI-MANAGER FUNDS   6   NORTHERN INFORMATION STATEMENT

MULTI-MANAGER FUNDS

 

JUNE 11, 2010

 

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS. Set forth below in alphabetical order is a list of each executive officer and directors of Hotchkis & Wiley indicating position(s) held with Hotchkis & Wiley and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o Hotchkis & Wiley at the address noted above.

 

NAME    POSITION(S) HELD WITH
HOTCHKIS & WILEY		    OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
George H. Davis    Member of Executive Committee and Chief Executive Officer    Member of Executive Committee and Chief Executive Officer – HWCap Holdings, LLC
Robert S. Dochterman    Chief Marketing Officer    None
Christopher N. Hurst-Brown    Member of Executive Committee    Chief Executive – Hotchkis & Wiley (UK) Limited
Tina H. Kodama    Chief Compliance Officer    Chief Compliance Officer – HWCap Holdings, LLC
Sheldon J. Liebermann    Member of Executive Committee and Portfolio Manager    Member of Executive Committee – HWCap Holdings, LLC
Anna Marie S. Lopez    Chief Operating Officer    Chief Operating Officer – HWCap Holdings, LLC
Douglas H. Martin    Member of Executive Committee    Executive Vice President – Stephens, Inc.
James E. Menvielle    Chief Financial Officer    Chief Financial Officer – HWCap Holdings, LLC
Warren A. Stephens    Member of Executive Committee    President and Chief Executive Officer – Stephens, Inc.

OTHER ADVISORY CLIENTS. Hotchkis & Wiley also acts as investment adviser or subadviser to various other registered investment companies that have similar investment objectives to the Small Cap Fund. The table below sets forth certain information with respect to such investment companies.

 

NAME OF FUND    NET ASSETS      ANNUAL RATE OF ADVISORY FEES
AS A PERCENTAGE OF NET ASSETS		      CONTRACTUAL NET ANNUAL FUND
OPERATING EXPENSE LIMITATION
HOTCHKIS & WILEY SMALL CAP VALUE FUND    $193,428,793
(as of Dec. 31, 2009)		      0.75%      1.25%
AMERICAN BEACON SMALL CAP VALUE FUND    $2,059,445
(as of Oct. 31, 2009)		      0.46%      N/A

See pages 9 to 10 for a discussion of the Board of Trustees’ considerations in approving the Hotchkis & Wiley Agreement.

Trilogy Global Advisors, LLC and the Trilogy Agreement

THE TRILOGY AGREEMENT. At a meeting of the Board of Trustees held on February 19, 2010, the Trustees, including a majority of Independent Trustees voting separately, approved a new subadvisory agreement (the “Trilogy Agreement”) with respect to the Emerging Markets Equity Fund among the Investment Advisers and Trilogy Global Advisors, LLC (“Trilogy”). This Agreement became effective on March 15, 2010. Under the Trilogy Agreement, Trilogy manages a portion of the Emerging Markets Equity Fund’s assets. The Emerging Markets Equity Fund’s remaining assets are currently allocated among three other subadvisers: Axiom International Investors, LLC, Panagora Asset Management, Inc. and Westwood Global Investments, LLC, each of which manages a portion of the Emerging Markets Equity Fund’s assets. The Investment Advisers determined that Trilogy would add needed subadviser capacity and that Trilogy’s growth investment style would further diversify the management of the Fund. This would help the Fund achieve its risk and return objectives.

The terms and conditions of the Trilogy Agreement are substantially the same as the Riverbridge Agreement except for the subadvisory fees. See pages 2 through 3 for a discussion of these terms. The material terms of the Trilogy Agreement are also substantially the same as the terms of the subadvisory agreements with the other subadvisers to the Emerging Markets Equity Fund, Axiom International Investors, LLC, Panagora Asset Management, Inc. and Westwood Global Investments, LLC, except for the subadvisory fees.

 

NORTHERN INFORMATION STATEMENT   7   MULTI-MANAGER FUNDS

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

As compensation for its services under the Trilogy Agreement, Trilogy receives fees from the Investment Advisers out of the fees that the Emerging Markets Equity Fund pays to the Investment Advisers under the Advisory Agreement. No additional fees are payable by the Emerging Markets Equity Fund directly to Trilogy. The Emerging Markets Equity Fund would have paid the same amount of advisory fees had the Trilogy Agreement been in effect during the last fiscal year.

INFORMATION ABOUT TRILOGY. Trilogy is a 100% employee-owned limited liability company. William Sterling, Trilogy’s Chief Executive Officer and Chief Investment Officer, owns a controlling interest in Trilogy. Trilogy is located at 1114 Avenue of the Americas, 28th Floor, New York, NY 10036 and was founded in 1999. As of September 30, 2009, Trilogy had assets under management of approximately $12.3 billion. Trilogy follows a consistent bottom-up, growth-oriented investment process based on the belief that future earnings is a key determinant of long-term equity returns. The research discipline focuses on identifying companies with a high level of sustainable earnings power or the near-term potential to achieve such earnings power. Accordingly, Trilogy’s strategy is to invest in a mix of both traditional growth companies and early stage growth companies. Trilogy’s overall goal is to provide above benchmark returns at a moderate level of risk.

PORTFOLIO MANAGER. A team of professionals is jointly and primarily responsible for the day-to-day management of the portion of the Fund sub-advised by Trilogy. The team consists of Pablo Salas, who is a Senior Portfolio Manager, William Sterling, who is the Chief Investment Officer and a Senior Portfolio Manager, and Bob Beckwitt, who is a Senior Portfolio Manager.

PRINCIPAL EXECUTIVE OFFICER AND MANAGERS. Set forth below in alphabetical order is a list of each executive officer and manager of Trilogy indicating position(s) held with Trilogy and other business, profession, vocation or employment of a substantial nature. The address of each individual is c/o Trilogy at the address noted above.

 

NAME    POSITION(S) HELD WITH
TRILOGY		    OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
Robert Beckwitt    Head of Equity Investments/Executive Officer/Managing Director/Board of Managers/Member    None
Ryan R. Burrow    Head of Business Development, Client Services & Finance, Treasurer, Tax Matters Partner, Executive Officer, Managing Director, Board of Managers and Member    None
Gregory J. Gigliotti    Portfolio Manager, Managing Director and Member    None
Carol N. Holley    Chief Operating Officer, Secretary, Executive Officer and Managing Director    None
Kenneth R. Jennings    Board of Managers    Managing Director—3rd River Partners
Thomas A. Masi    Head of Research, Managing Director and Member    None
John F. Myklusch    Chief Financial Officer, Assistant Secretary and Principal    None
Robert A. Prindiville    Board of Managers    None
Keith M. Schappert    Board of Managers   

Director—Commonfund

Fund Director—Met Life Series Trust

Managing Director—Schappert Consulting LLC

William P. Sterling    Chief Executive Officer, Chief Investment Officer, Managing Director, Chairman of the Board of Managers and Member    None
Veronica T. Stork    Chief Compliance Officer    None

 

MULTI-MANAGER FUNDS   8   NORTHERN INFORMATION STATEMENT

MULTI-MANAGER FUNDS

 

JUNE 11, 2010

 

OTHER ADVISORY CLIENTS. Trilogy also acts as subadviser to one other registered investment company that has a similar investment objective to the Emerging Markets Equity Fund. The table below sets forth certain information with respect to such investment company.

 

NAME OF FUND    NET ASSETS    ANNUAL RATE OF ADVISORY FEES
AS A PERCENTAGE OF NET ASSETS		    CONTRACTUAL NET ANNUAL
FUND OPERATING EXPENSE
LIMITATION
MARSHALL EMERGING MARKETS EQUITY FUND    $57,552,666
(as of Feb. 28, 2010)		    1.00% on the first $500 million;
0.99% on the next $200 million;
0.95% on the next $100 million;
0.90% in excess of $800 million		    1.50%

 

See pages 9 to 10 for a discussion of the Board of Trustees’ considerations in approving the Trilogy Agreement.

TRUSTEES’ CONSIDERATIONS IN APPROVING THE AGREEMENTS. The Riverbridge and Trilogy Agreements were approved by the Board of Trustees, including all the Independent Trustees voting separately, of the Emerging Markets Equity and Small Cap Fund at a meeting held on February 19, 2010. The Denver Investments and Hotchkis & Wiley Agreements were approved by the Board of Trustees, including a majority of the Independent Trustees voting separately, of the Small Cap Fund at a meeting held on May 7, 2010. The February and May meetings of the Board of Trustees are referred to collectively below as the “Meetings.” Riverbridge, Trilogy, Denver Investments and Hotchkis & Wiley are referred to collectively below as the “New Subadvisers.” In connection with the Meetings, the Trustees reviewed information and written materials from the Investment Advisers and each New Subadviser regarding (i) the nature and quality of the services to be provided by the New Subadvisers, including the experience and qualifications of the personnel providing such services; (ii) the New Subadvisers’ financial condition, history of operations and ownership structure; (iii) the New Subadvisers’ brokerage and soft dollar practices; (iv) the New Subadvisers’ investment strategies and styles of investing; (v) the performance history of the New Subadvisers with respect to accounts or funds managed similarly to the Multi-Manager Funds for which they were being engaged; (vi) each New Subadviser’s compliance policies and procedures (including their codes of ethics) and the Trust’s Chief Compliance Officer’s evaluations of such policies and procedures; (vii) the New Subadvisers’ conflicts of interest in managing the Funds; and (viii) the terms of the new subadvisory agreements. The Trustees also considered the Investment Advisers’ explanations for why the New Subadvisers were expected to impact Fund performance.

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 Subadvisers and the other subadvisers to the applicable Multi-Manager Fund.

 

In connection with the approvals of the new subadvisory agreements for each of the Multi-Manager Funds, 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 each of the New Subadvisers.

Nature, Extent and Quality of Services

The Trustees considered the information provided by the Investment Advisers with respect to each New Subadviser’s qualifications and experience in managing the type of strategies for which the New Subadviser was engaged in connection with a Multi-Manager Fund. The Trustees also considered the Trust’s Chief Compliance Officer’s evaluation of each New Subadviser’s compliance programs and the recommended compliance monitoring schedule for each New Subadviser. The Trustees also considered the experience that each New Subadviser had with respect to managing investments for registered investment companies and the quality of the portfolio managers proposed to manage the respective Multi-Manager Funds’ assets. Finally, the Trustees considered the New Subadvisers’ management of potential conflicts of interest that might result from their management of the Multi-Manager Funds and other accounts.

Fees and Performance

With respect to the subadvisory fees, the Trustees considered that the New Subadvisers were each paid by the Investment Advisers out of their advisory fees and not by the Multi-Manager Funds. The Trustees also believed, based on the representations of the Investment Advisers, that each new subadvisory agreement had been negotiated at arms length among the Investment Advisers and the New Subadvisers. The Trustees also noted that the terms of the new subadvisory agreements were substantially identical to the existing subadvisory agreements with other subadvisers to the Funds. The Trustees also reviewed and considered information prepared by Lipper that compared each Multi-Manager Fund’s aggregate subadvisory fees with the aggregate subadvisory fees of other multi-manager mutual funds.

 

NORTHERN INFORMATION STATEMENT   9   MULTI-MANAGER FUNDS

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

The Trustees also considered information with respect to the standard fees charged by the New Subadvisers to other similar institutional accounts.

The Trustees also considered projected profitability to the Investment Advisers of the Multi-Manager Emerging Market Fund and the Multi-Manager Small Cap Growth Fund before and after the addition of the New Subadvisers. This comparison showed no material change to the Investment Advisers’ profitability. The Trustees did not consider profitability of the New Subadvisers as they did not consider it to be particularly relevant because the Investment Advisers will be paying the New Subadvisers out of their advisory fees. The Investment Advisers therefore have an incentive to negotiate the lowest possible subadvisory fees.

With respect to performance, the Trustees reviewed information showing historical performance of the New Subadvisers with respect to the investment strategies for which they were being engaged. In addition, the Trustees reviewed a report prepared by the Investment Advisers showing the performance of the respective Multi-Manager Funds over various periods of time if the New Subadvisers had been managing the Funds along with the existing sub-advisers to those Funds.

Economies of Scale

The Trustees considered comparisons of the New Subadvisers’ fees at various asset levels of the Multi-Manager Funds and in relation to the other existing sub-advisers of the Funds. The Trustees also considered information prepared by the Investment Advisers that showed that the levels of aggregate subadvisory fee rates decreased as the Multi Manager Funds’ assets increased. However, the Trustees generally considered economies of scale with respect to the Funds primarily at the advisory level given that the Investment Advisers will be paying the New Subadvisers out of their advisory fees.

Other Benefits

The Trustees considered other benefits to be derived by the New Subadvisers as a result of their relationship with the respective Multi-Manager Funds. These benefits included, in certain cases, research and other benefits in connection with brokerage commissions paid by the Funds. The Trustees also considered the other relationships that the New Subadvisers 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 Subadvisers were reasonable in light of the services to be provided by them and that the new subadvisory agreements should be approved.

Additional Information

As of May 14, 2010, the Trustees and officers as a group owned beneficially less than 1% of the outstanding shares of the Funds. Additionally, no commissions were paid to affiliated brokers by the Funds during the fiscal year ending March 31, 2010.

ADVISORY AND SUBADVISORY FEES. For the fiscal year ended March 31, 2010, the Small Cap Fund paid advisory fees to the Investment Advisers in the aggregate amount of $4,148,000 and the Investment Advisers paid subadvisory fees to the subadvisers of the Small Cap Fund in the aggregate amount of $2,150,000.

For the fiscal year ended March 31, 2010, the Emerging Markets Equity Fund paid advisory fees to the Investment Advisers in the aggregate amount of $13,003,000 and the Investment Advisers paid subadvisory fees to the subadvisers of the Emerging Markets Equity Fund in the aggregate amount of $6,338,000.

INFORMATION ABOUT NTCC. NTCC, an Investment Adviser of the Funds, 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 wholly owned by Northern Trust Global Advisors, Inc (“NTGA”). NTGA is wholly owned by The Northern Trust Company (“TNTC”), which in turn is wholly owned by NTC. NTCC and NTGA are each located at 300 Atlantic Street, Stamford, CT 06901. TNTC and NTC are each located at 50 South LaSalle Street, Chicago, IL 60603.

 

MULTI-MANAGER FUNDS   10   NORTHERN INFORMATION STATEMENT

MULTI-MANAGER FUNDS

 

JUNE 11, 2010

 

Set forth below in alphabetical order is a list of 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.

 

NAME    POSITION(S) HELD
WITH NTCC		    OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
Robert P. Browne    Executive Vice President    Executive Vice President, Chief Investment Officer and Director of NTI
Jennifer L. Driscoll    Director    None
Stephen A. Hearty    Director    None
Susan J. Hill    Chief Compliance Officer    Chief Compliance Officer and Senior Vice President of NTI
Joseph W. McInerney    Chief Executive Officer and President    None
William L. Morrison    Director    None
Stephen N. Potter    Director    Chief Executive Officer, President and Director of NTI
Beth M. Provanzana    Chief Financial Officer    Senior Vice President and Chief Financial Officer of NTI
Alan W. Robertson    Chairman and Director    Executive Vice President and Director of NTI
Andrew S.C. Smith    Chief Investment Officer    None

 

INFORMATION ABOUT NTI. NTI, an Investment Adviser of the Funds, is a national banking association and an investment adviser registered under the Advisers Act. NTI is wholly owned by TNTC, which in turn is wholly owned by NTC. Each of these entities are located at 50 South LaSalle Street, Chicago, IL 60603.

Set forth below in alphabetical order is a list of 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 Director    Director of NTCC
Beth M. Provanzana    Senior Vice President and Chief Financial Officer    Chief Financial Officer of NTCC
Alan W. Robertson    Executive Vice President and Director    Chairman and Director of NTCC
Joyce M. St. Clair    Executive Vice President and Director    None
Lloyd A. Wennlund    Executive Vice President and Director    None

 

INFORMATION ABOUT DISTRIBUTOR AND ADMINISTRATOR. Northern Funds Distributors, LLC, with principal offices at Three Canal Plaza, Suite 100, Portland, Maine, 04101, serves as the Funds’ distributor. NTI, located at 50 South LaSalle Street, Chicago, Illinois 60603 acts as administrator for the Funds.

SHAREHOLDER REPORTS. The Funds will furnish, without charge, copies of their March 31, 2010 annual reports 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 May 14, 2010, the record date for shareholders receiving this Joint Information Statement, the Small Cap Fund and Emerging Markets Equity Fund had 57,332,990.69 and 92,454,956.81 shares outstanding,

 

NORTHERN INFORMATION STATEMENT   11   MULTI-MANAGER FUNDS

MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

respectively. There were no persons or entities that owned of record or beneficially more than 5% of the shares of the Funds as of May 14, 2010.

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 Board of Trustees holding office 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 your 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

northernfunds.com

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Drinker Biddle & Reath LLP

191 North Wacker Drive

Suite 3700

Chicago, IL 60606-1698

312-569-1000

Fax: 312-569-3000

www.drinkerbiddle.com

June 8, 2010

Via Edgar Transmission

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Linda Stirling

 

  RE: Northern Funds (the “Trust”)
       Preliminary Joint Information Statement
       File Nos. 33-73404 and 811-08236

Dear Ms. Stirling:

The following summarizes and responds to the comments of the staff (“Staff”) of the Securities and Exchange Commission on the Trust’s Preliminary Joint Information Statement and accompanying Letter to Shareholders filed on May 21, 2010 pursuant to Rule 14c-5(a) of the Securities and Exchange Act of 1934, as amended.

1. Comment: Pursuant to Item 22(c)(1)(i) of Schedule 14A, with respect to the existing investment advisory contract, state the date on which it was last submitted to a vote of security holders of the Fund, including the purpose of such submission;

Response: The following sentence will be added to the second paragraph under “The Investment Advisers and the Advisory Agreement” on page 1: “The Advisory Agreement was approved by the initial sole shareholder of each Fund upon the Fund’s inception.”

2. Comment: Pursuant to Item 22(c)(2) of Schedule 14A, state the name, address and principal occupation of the principal executive officer and each director or general partner of the investment adviser.

 

June 8, 2010

Page 2

Response: The requested disclosure required will be added under “Additional Information – Information about NTCC” on page 14 and “Additional Information – Information about NTI” on page 15.

3. Comment: Pursuant to Item 22(c)(3) of Schedule 14A, state the names and addresses of all Parents of the investment adviser and show the basis of control of the investment adviser and each Parent by its immediate Parent.

Response: The requested disclosure required will be added under “Additional Information – Information about NTCC” on page 14 and “Additional Information – Information about NTI” on page 15.

4. Comment: On page 7, under “Other Advisory Clients,” it states that Denver Investments acts as an investment adviser to one other investment company that has a similar investment objective to the Small Cap Fund, however, there are two investment companies listed in the table.

Response: The foregoing paragraph will be revised as follows: “Denver Investments also acts as investment adviser or sub-adviser to various other registered investment companies that have similar investment objectives to the Small Cap Fund. The table below sets forth certain information with respect to such investment companies.”

5. Comment: On page 8, under “Information about Hotchkis &Wiley,” HWCap Holdings is listed as a primary member of Hotchkis & Wiley. Please list the address of HWCap Holdings.

Response: The third sentence in the above section will be revised as follows: “Hotchkis & Wiley and HWCap Holdings are each located at 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017.”

6. Comment: Pursuant to Item 22(c)(1)(ii) of Schedule 14A, describe the rate of compensation of each of the subadvisers and, pursuant to Item 22(c)(1)(iii), state the aggregate amount of each subadviser’s fees for the last fiscal year.

Response: Pursuant to an SEC exemptive order, the Funds are not required to disclose the fee rate or amount of fees paid by each subadviser to the Funds. Instead, each Fund is permitted to disclose the amount of subadvisory fees paid to all of the sub-advisers in the aggregate in the last fiscal year, as a dollar amount.

The following disclosure will be added under “Additional Information – Advisory and Subadvisory Fees” on page 14: “For the fiscal year ended March 31, 2010, the Small Cap Fund paid advisory fees to the Investment Advisers in the aggregate amount of $4,148,000 and the Investment Advisers paid subadvisory fees to the subadvisers of the Small Cap Fund in the aggregate amount of $2,150,000.

June 8, 2010

Page 3

For the fiscal year ended March 31, 2010, the Emerging Markets Equity Fund paid advisory fees to the Investment Advisers in the aggregate amount of $13,003,000 and the Investment Advisers paid subadvisory fees to the subadvisers of the Emerging Markets Equity Fund in the aggregate amount of $6,338,000.”

We believe that the foregoing fully responds to your comments and these changes will be reflected in the Trust’s Definitive Joint Information Statement. Please call the undersigned at (312) 569-1167 with any questions concerning the foregoing.

 

Sincerely,
/s/ Veena K. Jain
Veena K. Jain

 

 

 COVER 8 filename8.htm Letter to the SEC

June 8, 2010

 

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

 

  Re: Northern Funds (the “Trust”)
       Information Statement
       (File Nos. 33-73404 and 811-08236)

Ladies and Gentlemen:

Enclosed for filing pursuant to Regulation 14C of the Securities Exchange Act of 1934, as amended, please find a definitive copy of the Trust’s Information Statement (the “Information Statement”). This Information Statement is being filed in connection with the hiring of four new sub-advisers: Riverbridge Partners, LLC, Denver Investment Advisors LLC, and Hotchkis and Wiley Capital Management, LLC, for the Multi-Manager Small Cap Fund; and Trilogy Global Advisors, LLC, for the Multi-Manager Emerging Markets Equity Fund (together with the Multi-Manager Small Cap Fund, the “Funds”). This Information Statement is being filed pursuant to the terms of an exemptive order that the Trust has received from the Securities and Exchange Commission. The Trust intends to mail this Information Statement to shareholders of the Funds on or about June 11, 2010.

Please do not hesitate to contact me at (312) 569-1167 if you have any comments or questions.

 

Sincerely,
/s/ Veena K. Jain
     Veena K. Jain