485BPOS 1 d393316d485bpos.htm NORTHERN FUNDS Northern Funds

As filed with the Securities and Exchange Commission on August 8, 2012

Securities Act of 1933 Registration No. 33-73404

Investment Company Act of 1940 Registration No. 811-08236

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

 

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    x
  Pre-Effective Amendment No.         ¨
  Post-Effective Amendment No. 88    x
  and/or   
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    x
  Amendment No. 90    x

(Check appropriate box or boxes)

 

 

NORTHERN FUNDS

(Exact Name of Registrant as Specified in Charter)

50 South LaSalle Street

Chicago, Illinois 60603

(Address of Principal Executive Offices)

800-595-9111

(Registrant’s Telephone Number, including Area Code)

 

 

 

Name and Address of Agent for Service:

Diana E. McCarthy, Esq.

Drinker Biddle & Reath LLP

One Logan Square,

Suite 2000

Philadelphia, Pennsylvania 19103-6996

 

with a copy to:

 

Craig R. Carberry, Esq., Secretary

The Northern Trust Company

50 South LaSalle Street, MB-09

Chicago, Illinois 60603

It Is Proposed That This Filing Become Effective (Check Appropriate Box):

 

x immediately upon filing pursuant to paragraph (b)

 

¨ on (date) pursuant to paragraph (b)

 

¨ 60 days after filing pursuant to paragraph (a)(1)

 

¨ On (date) pursuant to paragraph (a)(1)

 

¨ 75 days after filing pursuant to paragraph (a)(2)

 

¨ On (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

 

¨ This post-effective amendment designates a new effective date for a previously filed post- effective amendment.

 

 

 


Explanatory Note

This Post-Effective Amendment No. 88 (under the Securities Act of 1933) and Amendment No. 90 (under the Investment Company Act of 1940) to the Registration Statement Nos. 33-73404/811-08236 (“Post-Effective Amendment No. 88”) has been filed by the Registrant solely for the purpose of providing a revised Exhibit (i) - Opinion of Drinker Biddle & Reath LLP. Accordingly, this Post-Effective Amendment No. 88 consists only of a facing page, this Explanatory Note and Part C of the Registration Statement. This Post-Effective Amendment No. 88 does not modify any other part of the Registration Statement. The Prospectus and Statement of Additional Information, each dated July 31, 2012, as included in Post-Effective Amendment No. 86 (under the Securities Act of 1933) and Amendment No. 88 (under the Investment Company Act of 1940) filed with the Securities and Exchange Commission on July 23, 2012 (Accession No. 0001193125-12-310585), are incorporated herein by reference.


PART C: OTHER INFORMATION

 

ITEM 28. EXHIBITS

The following exhibits are incorporated herein by reference to:

Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A (the “Registration Statement”) (Accession No. 0000893220-96-000957),

Post-Effective Amendment No. 11 to such Registration Statement (Accession No. 0000893220-96-001248),

Post-Effective Amendment No. 12 to such Registration Statement (Accession No. 0000893220-96-001771),

Post-Effective Amendment No. 16 to such Registration Statement (Accession No. 0000893220-97-001320),

Post-Effective Amendment No. 19 to such Registration Statement (Accession No. 0000893220-98-000578),

Post-Effective Amendment No. 22 to such Registration Statement (Accession No. 0000893220-99-000673),

Post-Effective Amendment No. 27 to such Registration Statement (Accession No. 0000893220-99-001176),

Post-Effective Amendment No. 28 to such Registration Statement (Accession No. 0000948221-99-000405),

Post-Effective Amendment Nos. 30 and 31 to such Registration Statement (Accession Nos. 0000927405-00-000135 and

0000927405-00-000136),

Post-Effective Amendment No. 34 to such Registration Statement (Accession No. 0000948221-00-000340),

Post-Effective Amendment No. 35 to such Registration Statement (Accession No. 0000912057-01-007427),

Post-Effective Amendment No. 36 to such Registration Statement (Accession No. 0000912057-01-517742),

Post-Effective Amendment No. 37 to such Registration Statement (Accession No. 0000912057-01-525747),

Post-Effective Amendment No. 38 to such Registration Statement (Accession No. 0000912057-02-022419),

Post-Effective Amendment No. 39 to such Registration Statement (Accession No. 0001047469-03-025437),

Post-Effective Amendment No. 40 to such Registration Statement (Accession No. 0000950137-04-005850),

Post-Effective Amendment No. 41 to such Registration Statement (Accession No. 0000950137-04-010606),

Post-Effective Amendment No. 42 to such Registration Statement (Accession No. 0000950137-05-006454),

Post-Effective Amendment No. 45 to such Registration Statement (Accession No. 0000950137-05-015036),

Post-Effective Amendment No. 46 to such Registration Statement (Accession No. 0000950137-06-003828),

Post-Effective Amendment No. 49 to such Registration Statement (Accession No. 0000950137-06-007089),

Post-Effective Amendment No. 50 to such Registration Statement (Accession No. 0000950137-06-008268),

Post-Effective Amendment No. 52 to such Registration Statement (Accession No. 0000950137-06-013309),

Post-Effective Amendment No. 53 to such Registration Statement (Accession No. 0000950137-07-008254),

Post-Effective Amendment No. 57 to such Registration Statement (Accession No. 0000950137-07-012261),

Post-Effective Amendment No. 58 to such Registration Statement (Accession No. 0000950137-07-013913),

Post-Effective Amendment No. 59 to such Registration Statement (Accession No. 0001193125-08-145069),

Post-Effective Amendment No. 60 to such Registration Statement (Accession No. 0001193125-08-160161),

 

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Post-Effective Amendment No. 62 to such Registration Statement (Accession No. 0001193125-08-194615),

Post-Effective Amendment No. 63 to such Registration Statement (Accession No. 0001193125-08-237777),

Post-Effective Amendment No. 64 to such Registration Statement (Accession No. 0001193125-09-069646),

Post-Effective Amendment No. 65 to such Registration Statement (Accession No. 0001193125-09-134909),

Post-Effective Amendment No. 66 to such Registration Statement (Accession No. 0001193125-09-156982),

Post-Effective Amendment No. 68 to such Registration Statement (Accession No. 0001193125-09-188660),

Post-Effective Amendment No. 69 to such Registration Statement (Accession No. 0001193125-10-000472),

Post-Effective Amendment No. 71 to such Registration Statement (Accession No. 0000950130-10-000276),

Post-Effective Amendment No. 72 to such Registration Statement (Accession No. 0000950130-10-000673),

Post-Effective Amendment No. 74 to such Registration Statement (Accession No. 0001193125-10-170156),

Post-Effective Amendment No. 75 to such Registration Statement (Accession No. 0001193125-10-170532),

Post-Effective Amendment No. 76 to such Registration Statement (Accession No. 0001193125-11-141481),

Post-Effective Amendment No. 77 to such Registration Statement (Accession No. 0001193125-11-199060),

Post-Effective Amendment No. 78 to such Registration Statement (Accession No. 0001193125-11-199111),

Post-Effective Amendment No. 81 to such Registration Statement (Accession No. 0001193125-12-125352),

Post-Effective Amendment No. 83 to such Registration Statement (Accession No. 0001193125-12-181937),

Post-Effective Amendment No. 84 to such Registration Statement (Accession No. 0001193125-12-275500),

Post-Effective Amendment No. 85 to such Registration Statement (Accession No. 0001193125-12-310485), and

Post-Effective Amendment No. 86 to such Registration Statement (Accession No. 0001193125-12-310585).

 

a)

   (1)    Agreement and Declaration of Trust dated February 7, 2000 filed as Exhibit (a)(19) to Post-Effective Amendment Nos. 30 and 31 to Registrant’s Registration Statement on Form N-1A, filed on May 15, 2000 (Accession Nos. 0000927405-00-000135 and 0000927405-00-000136) (“PEA Nos. 30 and 31”).
   (2)    Amendment No. 1 to the Agreement and Declaration of Trust dated February 8, 2000 filed as Exhibit (a)(2) to Post-Effective Amendment No. 34 to Registrant’s Registration Statement on Form N-1A, filed on August 1, 2000 (Accession No. 0000948221-00-000340) (“PEA No. 34”).
   (3)    Amendment No. 2 to the Agreement and Declaration of Trust dated May 2, 2000 filed as Exhibit (a)(3) to PEA No. 34.
   (4)    Amendment No. 3 to the Agreement and Declaration of Trust dated September 25, 2000 filed as Exhibit (a)(1) to Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A (Accession No. 0000912057-01-007427) (“PEA No. 35”).
   (5)    Amendment No. 4 to the Agreement and Declaration of Trust dated February 2, 2001 filed as Exhibit (a)(2) to PEA No. 35.
   (6)    Amendment No. 5 to the Agreement and Declaration of Trust dated July 29, 2003 filed as Exhibit (a)(6) to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A, filed on July 29, 2003 (Accession No. 0001047469-03-025437) (“PEA No. 39”).
   (7)    Amendment No. 6 to the Agreement and Declaration of Trust dated October 26, 2004 filed as Exhibit (a)(7) to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A, filed on December 1, 2004 (Accession No. 0000950137-04-010606) (“PEA No. 41”).

 

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   (8)    Amendment No. 7 to the Agreement and Declaration of Trust dated February 11, 2005 filed as Exhibit (a)(8) to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A, filed on May 25, 2005 (Accession No. 0000950137-05-006454) (“PEA No. 42”).
   (9)    Amendment No. 8 to the Agreement and Declaration of Trust dated May 7, 2005 filed as Exhibit (a)(9) to PEA No. 42.
   (10)    Amendment No. 9 to the Agreement and Declaration of Trust dated November 4, 2005 filed as Exhibit (a)(10) to Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A, filed on December 16, 2005 (Accession No. 0000950137-05-015036) (“PEA No. 45”).
   (11)    Amendment No. 10 to the Agreement and Declaration of Trust dated February 16, 2006 filed as Exhibit (a)(11) to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A, filed on March 27, 2006 (Accession No. 0000950137-06-003828) (“PEA No. 46”).
   (12)    Amendment No. 11 to the Agreement and Declaration of Trust dated May 5, 2006 filed as Exhibit (a)(12) to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A, filed on June 22, 2006 (Accession No. 0000950137-06-007089) (“PEA No. 49”).
   (13)    Amendment No. 12 to the Agreement and Declaration of Trust dated May 4, 2006 filed as Exhibit (a)(13) to PEA No. 49.
   (14)    Amendment No. 13 to the Agreement and Declaration of Trust dated May 5, 2006 filed as Exhibit (a)(14) to PEA No. 49.
   (15)    Amendment No. 14 to the Agreement and Declaration of Trust dated June 20, 2006 filed as Exhibit (a)(15) to Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A, filed on July 28, 2006 (Accession No. 0000950137-06-008268) (“PEA No. 50”).
   (16)    Amendment No. 15 to the Agreement and Declaration of Trust dated February 16, 2007 filed as Exhibit (a)(16) to Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, filed on May 30, 2007 (Accession No. 0000950137-07-008254) (“PEA No. 53”).
   (17)    Amendment No. 16 to the Agreement and Declaration of Trust dated February 15, 2007 filed as Exhibit (a)(17) to PEA No. 53.
   (18)    Amendment No. 17 to the Agreement and Declaration of Trust dated August 3, 2007 filed as Exhibit (a)(18) to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A, filed on August 13, 2007 (Accession No. 0000950137-07-012261) (“PEA No. 57”).
   (19)    Amendment No. 18 to the Agreement and Declaration of Trust dated August 3, 2007 filed as Exhibit (a)(19) to PEA No. 57.
   (20)    Amendment No. 19 to the Agreement and Declaration of Trust dated November 2, 2007 filed as Exhibit (a)(20) to Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A, filed on July 29, 2008 (Accession No. 0001193125-08-160161) (“PEA No. 60”).
   (21)    Amendment No. 20 to the Agreement and Declaration of Trust dated August 8, 2008 filed as Exhibit (a)(21) to Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A, filed on November 17, 2008 (Accession No. 0001193125-08-237777) (“PEA No. 63”).
   (22)    Amendment No. 21 to the Agreement and Declaration of Trust dated November 7, 2008 filed as Exhibit (a)(22) to PEA No. 63.
   (23)    Amendment No. 22 to the Agreement and Declaration of Trust dated May 8, 2009 filed as Exhibit (a)(23) to Post-Effective Amendment No. 65 to Registrant’s Registration Statement on Form N-1A, filed on June 22, 2009 (Accession No. 0001193125-09-134909) (“PEA No. 65”).
   (24)    Amendment No. 23 to the Agreement and Declaration of Trust dated August 28, 2009 filed as Exhibit (a)(24) to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A, filed on September 8, 2009 (Accession No. 0001193125-09-188660) (“PEA No. 68”).
   (25)    Amendment No. 24 to the Agreement and Declaration of Trust dated December 14, 2009 filed as Exhibit (a)(25) to Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A, filed on May 28, 2010 (Accession No. 0000950130-10-000276) (“PEA No. 71”).

 

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   (26)    Amendment No. 25 to the Agreement and Declaration of Trust effective May 14, 2010 filed as Exhibit (a)(26) to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A, filed on July 28, 2010 (Accession No. 0001193125-10-170156) (“PEA No. 74”).
   (27)    Amendment No. 26 to the Agreement and Declaration of Trust effective July 31, 2010 filed as Exhibit (a)(27) to PEA No. 74.
   (28)    Amendment No. 27 to the Agreement and Declaration of Trust effective August 11, 2010 filed as Exhibit (a)(28) to Post-Effective Amendment No. 76 to Registrant’s Registration Statement on Form N-1A, filed on May 16, 2011(Accession No. 0001193125-11-141481) (“PEA No. 76”).
   (29)    Amendment No. 28 to the Agreement and Declaration of Trust effective February 18, 2011 filed as Exhibit (a)(29) to PEA No. 76.
   (30)    Amendment No. 29 to the Agreement and Declaration of Trust effective May 18, 2012 filed as Exhibit (a)(30) to Post-Effective Amendment No. 86 to Registrant’s Registration Statement on Form N-1A, filed on July 23, 2012 (Accession No. 0001193125-12-310585) (“PEA No. 86”).

b)

   (1)    Amended and Restated By-Laws adopted August 2, 2000 filed as Exhibit (b)(1) to Post-Effective Amendment No. 38 to Registrant’s Registration Statement on Form N-1A, filed on May 30, 2002 (Accession No. 0000912057-02-022419) (“PEA No. 38”).
   (2)    Amendment No. 1 to the Amended and Restated By-Laws adopted March 31, 2003 filed as Exhibit (b)(2) to PEA No. 39.
   (3)    Amendment No. 2 to the Amended and Restated By-Laws adopted July 29, 2003 filed as Exhibit (b)(3) to PEA No. 39.
   (4)    Amendment No. 3 to the Amended and Restated By-Laws adopted April 27, 2004 filed as Exhibit (b)(4) to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A, filed on July 26, 2004 (Accession No. 0000950137-04-005850) (“PEA No. 40”).
   (5)    Amendment No. 4 to the Amended and Restated By-Laws adopted July 27, 2004 filed as Exhibit (b)(5) to PEA No. 41.
   (6)    Amendment No. 5 to the Amended and Restated By-Laws adopted June 20, 2006 filed as Exhibit (b)(6) to PEA No. 50.
   (7)    Amendment No. 6 to the Amended and Restated By-Laws adopted February 14, 2008 filed as Exhibit (b)(7) to PEA No. 60.
   (8)    Amendment No. 7 to the Amended and Restated By-Laws adopted November 5, 2010 filed as Exhibit (b)(8) to PEA No. 76.

c)

      Articles IV, V, VI, VII and IX of the Agreement and Declaration of Trust dated February 7, 2000 filed as Exhibit (a)(19) to PEA Nos. 30 and 31.

d)

   (1)   

Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated

July 31, 2000 filed as Exhibit (d)(1) to PEA No. 35.

   (2)    Addendum No. 1 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(2) to PEA No. 35.
   (3)    Addendum No. 2 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(3) to PEA No. 35.
   (4)    Addendum No. 3 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(4) to PEA No. 35.
   (5)    Addendum No. 4 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(5) to PEA No. 35.
   (6)    Addendum No. 5 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(6) to PEA No. 35.

 

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   (7)    Addendum No. 6 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(7) to PEA No. 35.
   (8)    Addendum No. 7 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(8) to PEA No. 35.
   (9)    Addendum No. 8 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(9) to PEA No. 35.
   (10)    Addendum No. 9 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(10) to PEA No. 35.
   (11)    Addendum No. 10 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(11) to PEA No. 35.
   (12)    Addendum No. 11 to the Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated September 26, 2000 filed as Exhibit (d)(12) to PEA No. 35.
   (13)    Investment Advisory and Ancillary Services Agreement between Registrant and The Northern Trust Company dated August 2, 2000 filed as Exhibit (d)(13) to PEA No. 35.
   (14)    Addendum No. 1 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, Inc. dated May 17, 2001 filed as Exhibit (d)(15) to Post Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A, filed on May 29, 2001 (Accession No. 0000912057-01-517742) (“PEA No. 36”).
   (15)    Addendum No. 2 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated February 14, 2005 filed as Exhibit (d)(16) to PEA No. 42.
   (16)    Addendum No. 3 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated December 5, 2005 filed as Exhibit (d)(17) to PEA No. 45.
   (17)    Addendum No. 4 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated February 17, 2006 filed as Exhibit (d)(18) to PEA No. 46.
   (18)    Addendum No. 5 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated May 5, 2006 filed as Exhibit (d)(20) to PEA No. 50.
   (19)    Addendum No. 6 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated February 16, 2007 filed as Exhibit (d)(21) to PEA No. 53.
   (20)    Addendum No. 7 to the Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated August 3, 2007 filed as Exhibit (d)(23) to Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A, filed on September 7, 2007 (Accession No. 0000950137-07-013913) (“PEA No. 58”).
   (21)    Investment Advisory and Ancillary Services Agreement between Northern Funds, Northern Trust Global Advisors, Inc., and Northern Trust Investments, N.A. dated May 5, 2006 filed as Exhibit (d)(19) to PEA No. 49.
   (22)    Addendum No. 1 to the Investment Advisory and Ancillary Services Agreement between Northern Funds, Northern Trust Global Advisors, Inc., and Northern Trust Investments, N.A. dated August 3, 2007 filed as Exhibit (d)(22) to PEA No. 58.
   (23)    Addendum No. 2 to the Investment Advisory and Ancillary Services Agreement between Northern Funds, Northern Trust Global Advisors, Inc. and Northern Trust Investments, N.A. dated November 7, 2008 filed as Exhibit (d)(26) to Post-Effective Amendment No. 64 to Registrant’s Registration Statement on Form N-1A, filed on March 31, 2009 (Accession No. 0001193125-09-069646) (“PEA No. 64”).
   (24)    Addendum No. 3 to the Investment Advisory and Ancillary Services Agreement between Northern Funds, Northern Trust Global Advisors, Inc. and Northern Trust Investments, N.A. dated August 28, 2009 filed as Exhibit (d)(24) to PEA No. 68.
   (25)   

Addendum No. 4 to the Investment Advisory and Ancillary Services Agreement among Northern Funds, The Northern Trust Company of Connecticut and Northern Trust Investments, Inc. dated May 18, 2012 filed as Exhibit (d)(25) to

PEA No. 86.

 

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   (26)   

Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, N.A. and The Northern Trust Company of Connecticut dated July 31, 2010 filed as Exhibit (d)(25) to Post-Effective Amendment No. 75 to Registrant’s Registration Statement on Form N-1A, filed on July 29, 2010 (Accession No. 0001193125-10-170532)

(“PEA No. 75”).

   (27)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc. and The Northern Trust Company of Connecticut filed as Exhibit (d)(33) to Post-Effective Amendment No. 69 to such Registration Statement (Accession No. 0001193125-10-000472) (“PEA No. 69”).
   (28)    Amended and Restated Investment Advisory and Ancillary Services Agreement dated November 15, 2007 (with respect to the Global Sustainability Index Fund) and January 29, 2008 (with respect to each of the other Funds of the Trust) between Northern Funds, Northern Trust Global Investments, Ltd. and Northern Trust Investments, N.A. filed as Exhibit (d)(24) to Post-Effective Amendment No. 59 to Registrant’s Registration Statement on Form N-1A, filed on July 1, 2008 (Accession No. 0001193125-08-145069) (“PEA No. 59”).
   (29)    Addendum No. 1 to the Amended and Restated Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated August 8, 2008 filed as Exhibit (d)(25) to Post-Effective Amendment No. 62 to Registrant’s Registration Statement on Form N-1A, filed on September 11, 2008 (Accession No. 0001193125-08-194615) (“PEA No. 62”).
   (30)    Addendum No. 2 to the Amended and Restated Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated May 8, 2009 filed as Exhibit (d)(27) to PEA No. 65.
   (31)    Addendum No. 3 to the Amended and Restated Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, N.A. dated May 7, 2010 filed as Exhibit (d)(30) to PEA No. 76.
   (32)    Addendum No. 4 to the Amended and Restated Investment Advisory and Ancillary Services Agreement between Northern Funds and Northern Trust Investments, Inc. dated July 31, 2011 filed as Exhibit (d)(31) to Post-Effective Amendment No. 81 to Registrant’s Registration Statement on Form N-1A, filed on March 21, 2012 (Accession No. 0001193125-12-125352) (“PEA No. 81”).
   (33)    Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, N.A. dated July 31, 2010 filed as Exhibit (d)(32) to PEA No. 76.
   (34)    Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, N.A. dated July 31, 2010 filed as Exhibit (d)(29) to PEA No. 74.
   (35)    Expense Reimbursement and Advisory Fee Waiver Agreement between Northern Funds and Northern Trust Investments, Inc. dated July 31, 2011 filed as Exhibit (d)(34) to Post-Effective Amendment No. 77 to Registrant’s Registration Statement on Form N-1A, filed on July 27, 2011 (Accession No. 0001193125-11-199060) (“PEA No. 77”).
   (36)    Assumption Agreement between Northern Trust Investments, Inc. and The Northern Trust Company dated July 31, 2000 filed as Exhibit (d)(14) to PEA No. 35.
   (37)    Assumption Agreement between The Northern Trust Company and Northern Trust Investments, Inc. dated January 1, 2001 filed as Exhibit (d)(16) to PEA No. 35.
   (38)   

Assumption Agreement by and among The Northern Trust Company, Northern Trust Investments, Inc. and Northern Trust Global Investments (Europe) Limited dated May 2, 2001 filed as Exhibit (d)(17) to Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A, filed on July 30, 2001 (Accession No. 0000912057-01-525747)

(“PEA No. 37”).

   (39)    Assumption Agreement between Northern Trust Investments, Inc. and Northern Trust Global Investments (Europe) Limited dated April 1, 2002 filed as Exhibit (d)(17) to PEA No. 39.
   (40)    Assumption Agreement between Northern Trust Investments, N.A. and Northern Trust Global Investments Limited dated August 3, 2007 filed as Exhibit (d)(29) to PEA No. 59.

 

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   (41)    Assumption Agreement among Northern Trust Investments, N.A. and Northern Trust Global Investments Limited dated July 31, 2010 filed as Exhibit (d)(35) to PEA No. 74.
   (42)    Assumption Agreement among Northern Trust Investments, N.A., Northern Trust Investments, Inc. and Northern Trust Global Investments Limited dated December 30, 2010 filed as Exhibit (d)(41) to PEA No. 76.
   (43)    Fee Reduction Commitment dated July 31, 2002 by Northern Trust Investments, Inc. and Northern Trust Global Investments (Europe) Limited filed as Exhibit (d)(19) to PEA No. 39.
   (44)    Fee Reduction Commitment dated July 31, 2002 by Northern Trust Investments, Inc. filed as Exhibit (d)(20) to PEA No. 39.
   (45)    Fee Reduction Commitment dated July 31, 2004 by Northern Trust Investments, N.A. and Northern Trust Global Investments (Europe) Limited filed as Exhibit (d)(21) to PEA No. 40.
   (46)    Fee Reduction Commitment dated February 24, 2005 by Northern Trust Investments, N.A. filed as Exhibit (d)(23) to PEA No. 42.
   (47)    Fee Reduction Commitment dated February 17, 2006 by Northern Trust Investments, N.A. and Northern Trust Global Investments Limited filed as Exhibit (d)(27) to PEA No. 46.
   (48)    Fee Reduction Commitment dated May 9, 2008 by Northern Trust Investments, N.A. and Northern Trust Global Investments Ltd. filed as Exhibit (d)(35) to PEA No. 60.
   (49)    Fee Reduction Commitment dated May 9, 2008 by Northern Trust Investments, N.A. and Northern Trust Global Advisors, Inc. filed as Exhibit (d)(36) to PEA No. 60.
   (50)    Fee Reduction Commitment dated December 14, 2009 by Northern Trust Investments, N.A. filed as Exhibit (d)(64) to PEA No. 71.
   (51)    Fee Reduction Commitment dated July 31, 2010 by Northern Trust Investments, N.A. filed as Exhibit (d)(44) to PEA No. 74.
   (52)    Acknowledgement of Conversion between Northern Trust Investments, N.A. and Registrant dated July 31, 2003 filed as Exhibit (d)(22) to PEA No. 40.
   (53)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Altrinsic Global Advisors, LLC dated June 22, 2006 filed as Exhibit (d)(30) to PEA No. 49.*
   (54)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Geneva Capital Management Ltd. dated June 22, 2006 filed as Exhibit (d)(31) to PEA No. 49.*
   (55)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and LSV Asset Management dated June 22, 2006 filed as Exhibit (d)(33) to PEA No. 49.*
   (56)    Amendment No. 1 to the Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and LSV Asset Management dated August 4, 2006 filed as Exhibit (d)(36) to PEA No. 53.
   (57)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and TCW Investment Management Company dated June 22, 2006 filed as Exhibit (d)(38) to PEA No. 49.*
   (58)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Jennison Associates LLC dated August 3, 2007 filed as Exhibit (d)(50) to PEA No. 60.*
   (59)    Amendment No. 1 to Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Jennison Associates, LLC dated January 1, 2012 filed as Exhibit (d)(59) to PEA No. 86.*

 

C-7


   (60)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Marsico Capital Management, LLC dated August 30, 2007 filed as Exhibit (d)(51) to PEA No. 60.*
   (61)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Marsico Capital Management, LLC dated December 14, 2007 filed as Exhibit (d)(56) to Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A, filed on July 28, 2009 (Accession No. 0001193125-09-156982) (“PEA No. 66”).*
   (62)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and William Blair & Company, LLC dated March 3, 2008 filed as Exhibit (d)(56) to PEA No. 60.*
   (63)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Systematic Financial Management LP dated May 9, 2008 filed as Exhibit (d)(54) to PEA No. 60.*
   (64)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and ING Clarion Real Estate Securities, LLC dated November 18, 2008 filed as Exhibit (d)(63) to PEA No. 64.*
   (65)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Axiom International Investors, LLC dated November 19, 2008 filed as Exhibit (d)(58) to PEA No. 64. *
   (66)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and PanAgora Asset Management, Inc. dated November 19, 2008 filed as Exhibit (d)(59) to PEA No. 64.*
   (67)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Westwood Global Investments, LLC dated November 19, 2008 filed as Exhibit (d)(60) to PEA No. 64.*
   (68)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Cohen & Steers Capital Management, Inc. dated November 19, 2008 filed as Exhibit (d)(61) to PEA No. 64.*
   (69)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and EII Realty Securities Inc. dated November 19, 2008 filed as Exhibit (d)(62) to PEA No. 64.*
   (70)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Loomis, Sayles & Company, L.P. dated August 28, 2009 filed as Exhibit (d)(70) to PEA No. 68.*
   (71)    Investment Sub-Advisory Agreement among Northern Trust Global Advisors, Inc., Northern Trust Investments, N.A. and Stone Harbor Investment Partners LP dated August 28, 2009 filed as Exhibit (d)(71) to PEA No. 68.*
   (72)    Assumption Agreement between Northern Trust Investments, N.A. and Northern Trust Global Investments Limited dated August 3, 2007 filed as Exhibit (d)(29) to PEA No. 59.
   (73)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Altrinsic Global Advisors, LLC filed as Exhibit (d)(34) to PEA No. 69.
   (74)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Axiom International Investors, LLC filed as Exhibit (d)(35) to PEA No. 69.
   (75)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Cohen & Steers Capital Management, Inc. filed as Exhibit (d)(36) to PEA No. 69.

 

C-8


   (76)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Delaware Management Company, a series of Delaware Management Business Trust filed as Exhibit (d)(38) to PEA No. 69.
   (77)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and EII Realty Securities, Inc. filed as Exhibit (d)(39) to PEA No. 69.
   (78)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Geneva Capital Management Ltd. filed as Exhibit (d)(40) to PEA No. 69.
   (79)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and ING Clarion Real Estate Securities, LLC filed as Exhibit (d)(41) to PEA No. 69.
   (80)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Jennison Associates LLC filed as Exhibit (d)(42) to PEA No. 69.
   (81)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Loomis, Sayles & Company L.P. filed as Exhibit (d)(43) to PEA No. 69.
   (82)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and LSV Asset Management filed as Exhibit (d)(44) to PEA No. 69.
   (83)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Marsico Capital Management, LLC filed as Exhibit (d)(45) to PEA No. 69.
   (84)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management, Inc. filed as Exhibit (d)(49) to PEA No. 69.
   (85)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Stone Harbor Investment Partners LP filed as Exhibit (d)(50) to PEA No. 69.
   (86)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Systematic Financial Management LP filed as Exhibit (d)(51) to PEA No. 69.
   (87)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and TCW Investment Management Company filed as Exhibit (d)(52) to PEA No. 69.
   (88)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and Westwood Global Investments, LLC filed as Exhibit (d)(54) to PEA No. 69.
   (89)    Assumption Agreement dated October 1, 2009 among Northern Trust Investments, N.A., Northern Trust Global Advisors, Inc., The Northern Trust Company of Connecticut and William Blair & Company filed as Exhibit (d)(56) to PEA No. 69.
   (90)    Investment Sub-Advisory Agreement among The Northern Trust Company of Connecticut (formerly Northern Trust Global Advisors, Inc.), Northern Trust Investments, N.A. and Delaware Management Company dated January 4, 2010 filed as Exhibit (d)(98) to PEA No. 75.*
   (91)    Investment Sub-Advisory Agreement among The Northern Trust Company of Connecticut, Northern Trust Investments, N.A. and Riverbridge Partners, LLC dated March 15, 2010 filed as Exhibit (d)(99) to PEA No. 75.*

 

C-9


   (92)    Investment Sub-Advisory Agreement among The Northern Trust Company of Connecticut, Northern Trust Investments, N.A. and Trilogy Global Advisors, LLC dated March 15, 2010 filed as Exhibit (d)(100) to PEA No. 75.*
   (93)    Investment Sub-Advisory Agreement among The Northern Trust Company of Connecticut, Northern Trust Investments, N.A. and Denver Investment Advisors LLC dated June 3, 2010 filed as Exhibit (d)(101) to PEA No. 75.*
   (94)    Investment Sub-Advisory Agreement among The Northern Trust Company of Connecticut, Northern Trust Investments, N.A. and Hotchkis and Wiley Capital Management, LLC dated June 3, 2010 filed as Exhibit (d)(102) to PEA No. 75.*
   (95)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and NFJ Investment Group dated October 1, 2010 filed as Exhibit (d)(98) to Post-Effective Amendment No. 78 to Registrant’s Registration Statement on Form N-1A, filed on July 27, 2011 (Accession No. 0001193125-11-199111) (“PEA No. 78”).*
   (96)    Investment Sub-Advisory Agreement among Northern Trust Investments, N.A., The Northern Trust Company of Connecticut and Trilogy Global Advisors, LP dated December 3, 2010 filed as Exhibit (d)(99) to PEA No. 78.*
   (97)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Altrinsic Global Advisors, LLC filed as Exhibit (d)(100) to PEA No. 78.
   (98)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Axiom International Investors, LLC filed as Exhibit (d)(101) to PEA No. 78.
   (99)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Cohen & Steers Capital Management, Inc. filed as Exhibit (d)(102) to PEA No. 78.
   (100)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Delaware Management Company, a series of Delaware Management Business Trust filed as Exhibit (d)(103) to PEA No. 78.
   (101)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Denver Investment Advisors LLC filed as Exhibit (d)(104) to PEA No. 78.
   (102)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and EII Realty Securities, Inc. filed as Exhibit (d)(105) to PEA No. 78.
   (103)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Geneva Capital Management Ltd. filed as Exhibit (d)(106) to PEA No. 78.
   (104)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Hotchkis & Wiley Capital Management, LLC filed as Exhibit (d)(107) to PEA No. 78.
   (105)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and ING Clarion Real Estate Securities, LLC filed as Exhibit (d)(108) to PEA No. 78.
   (106)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Jennsion Associates LLC filed as Exhibit (d)(109) to PEA No. 78.
   (107)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Loomis Sayles & Company, L.P. filed as Exhibit (d)(110) to PEA No. 78.

 

C-10


   (108)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and LSV Asset Management filed as Exhibit (d)(111) to PEA No. 78.
   (109)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Marsico Capital Management, LLC filed as Exhibit (d)(112) to PEA No. 78.
   (110)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and NFJ Investment Group filed as Exhibit (d)(113) to PEA No. 78.
   (111)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and PanAgora Asset Management, Inc. filed as Exhibit (d)(114) to PEA No. 78.
   (112)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Riverbridge Partners, LLC filed as Exhibit (d)(115) to PEA No. 78.
   (113)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Stone Harbor Investment Partners LP filed as Exhibit (d)(116) to PEA No. 78.
   (114)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Systematic Financial Management LP filed as Exhibit (d)(117) to PEA No. 78.
   (115)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and TCW Investment Management Company filed as Exhibit (d)(118) to PEA No. 78.
   (116)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Trilogy Global Advisors, LP filed as Exhibit (d)(120) to PEA No. 78.
   (117)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Westwood Global Investments, LLC filed as Exhibit (d)(122) to PEA No. 78.
   (118)    Assumption Agreement dated December 30, 2010 among Northern Trust Investments, N.A., Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and William Blair & Company filed as Exhibit (d)(123) to PEA No. 78.
   (119)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and NWQ Investment Management Company, LLC dated February 1, 2011 filed as Exhibit (d)(124) to PEA No. 78.*
   (120)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Cardinal Capital Management, L.L.C. dated February 1, 2011 filed as Exhibit (d)(125) to PEA No. 78.*
   (121)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Allianz Global Investors Capital LLC dated February 1, 2011 filed as Exhibit (d)(126) to PEA No. 78.*
   (122)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Pzena Investment Management, LLC dated June 28, 2011 filed as Exhibit (d)(127) to PEA No. 78.*
   (123)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Neuberger Berman Fixed Income LLC dated July 1, 2011 filed as Exhibit (d)(128) to PEA No. 78.*

 

C-11


   (124)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and CBRE Clarion Securities, LLC dated July 1, 2011 filed as Exhibit (d)(129) to PEA No. 78.*
   (125)    Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and CBRE Clarion Securities, LLC dated January 1, 2012 filed as Exhibit (d)(125) to PEA No. 86.*
   (126)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Northern Cross, LLC dated January 26, 2012 filed as Exhibit (d)(128) to Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A, filed on April 25, 2012 (Accession No. 0001193125-12-181937) (“PEA No. 83”).*
   (127)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and EARNEST Partners, LLC dated June 15, 2012 filed as Exhibit (d)(127) to PEA No. 86.*
   (128)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Brookfield Investment Management Inc. dated May 18, 2012 filed as Exhibit (d)(128) to PEA No. 86.*
   (129)    Investment Sub-Advisory Agreement among Northern Trust Investments, Inc., The Northern Trust Company of Connecticut and Macquarie Capital Investment Management, Inc. dated May 18, 2012 filed as Exhibit (d)(129) to PEA No. 86.*
   (130)    Amended and Restated Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, Inc. dated July 31, 2011 filed as Exhibit (d)(98) to PEA No. 77.
   (131)    Amended and Restated Expense Reimbursement Agreement between Northern Funds, Northern Trust Investments, Inc. and The Northern Trust Company of Connecticut dated July 31, 2011 filed as Exhibit (d)(131) to PEA No. 78.
   (132)    Amended and Restated Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, Inc. dated November 4, 2011 filed as Exhibit (d)(129) to PEA No. 81.
   (133)    Amendment No. 1 to the Amended and Restated Expense Reimbursement Agreement between Northern Funds and Northern Trust Investments, Inc. dated May 18, 2012 filed as Exhibit (d)(133) Post-Effective Amendment No. 85 to Registrant’s Registration Statement on Form N-1A, filed on July 23, 2012 (Accession No. 0001193125-12-310485) (“PEA No. 85”).
   (134)    Amended and Restated Expense Reimbursement Agreement among Northern Funds, Northern Trust Investments, Inc. and The Northern Trust Company of Connecticut dated November 4, 2011 filed as Exhibit (d)(133) to PEA No. 83.
   (135)    Amendment No. 1 to the Amended and Restated Expense Reimbursement Agreement among Northern Funds, Northern Trust Investments, Inc. and The Northern Trust Company of Connecticut dated May 18, 2012 filed as Exhibit (d)(135) to PEA No. 86.
   (136)    Expense Reimbursement Agreement among Northern Funds, Northern Trust Investments, Inc. and The Northern Trust Company of Connecticut dated May 18, 2012 filed as Exhibit (d)(136) to PEA No. 86.
   (137)    Amended and Restated Expense Reimbursement and Advisory Fee Waiver Agreement between Northern Funds and Northern Trust Investments, Inc. dated November 4, 2011 filed as Exhibit (d)(130) to PEA No. 81.
   (138)    Amendment No. 1 to the Amended and Restated Expense Reimbursement and Advisory Fee Waiver Agreement between Northern Funds and Northern Trust Investments, Inc. dated February 24, 2012 filed as Exhibit (d)(131) to PEA No. 81.

e)

   (1)    Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated March 31, 2009 filed as Exhibit (e)(1) to PEA No. 71.
   (2)    Amended and Restated Schedule A to the Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated May 8, 2009 filed as Exhibit (e)(2) to PEA No. 71.

 

C-12


   (3)    Amended and Restated Schedule A to the Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated August 28, 2009 filed as Exhibit (e)(3) to PEA No. 71.
   (4)    Amended and Restated Schedule A to the Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated May 7, 2010 filed as Exhibit (e)(4) to PEA No. 76.
   (5)    Amended and Restated Schedule A to the Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated February 18, 2011 filed as Exhibit (e)(5) to PEA No. 77.
   (6)    Amended and Restated Schedule A to the Distribution Agreement between Registrant and Northern Funds Distributors, LLC dated May 18, 2012 filed as Exhibit (e)(6) to PEA No. 86.

f)

      None.

g)

   (1)    Custodian Agreement between Registrant and The Northern Trust Company dated April 1, 1994 (“Custodian Agreement”) filed as Exhibit 8(a) to Post-Effective Amendment No. 11 to Registrant’s Registration Statement on Form N-1A, filed on July 29, 1996 (Accession No. 0000893220-96-001248) (“PEA No. 11”).
   (2)    Addendum No. 1 to the Custodian Agreement dated November 29, 1994 filed as Exhibit 8(d) to PEA No. 11.
   (3)    Addendum No. 2 to the Custodian Agreement dated March 29, 1996 filed as Exhibit 8(f) to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A, filed on June 12, 1996 (Accession No. 0000893220-96-000957) (“PEA No. 9”).
   (4)    Addendum No. 3 to the Custodian Agreement dated August 7, 1996 filed as Exhibit 8(i) to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A, filed on October 30, 1996 (Accession No. 0000893220-96-001771) (“PEA No. 12”).
   (5)    Addendum No. 4 to the Custodian Agreement dated August 6, 1996 filed as Exhibit 8(j) to PEA No. 12.
   (6)    Addendum No. 5 to the Custodian Agreement dated March 24, 1997 filed as Exhibit 8(n) to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A, filed on July 31, 1997 (Accession No. 0000893220-97-001320) (“PEA No. 16”).
   (7)    Addendum No. 6 to the Custodian Agreement dated February 12, 1997 filed as Exhibit 8(l) to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A, filed on March 20, 1998 (Accession No. 0000893220-98-000578) (“PEA No. 19”).
   (8)    Addendum No. 7 to the Custodian Agreement dated November 18, 1997 filed as Exhibit 8(o) to PEA No. 19.
   (9)    Addendum No. 8 to the Custodian Agreement dated December 21, 1998 filed as Exhibit (g)(12) to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, filed on May 28, 1999 (Accession No. 0000893220-99-000673) (“PEA No. 22”).
   (10)    Addendum No. 9 to the Custodian Agreement dated September 15, 1999 filed as Exhibit (g)(13) to Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A, filed on October 15, 1999 (Accession No. 0000893220-99-001176) (“PEA No. 27”).
   (11)    Addendum No. 10 to the Custodian Agreement dated December 28, 1999 filed as Exhibit (g)(14) to Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A, filed on December 28, 1999 (Accession No. 0000948221-99-000405) (“PEA No. 28”).
   (12)    Addendum No. 11 to the Custodian Agreement dated July 31, 2000 filed as Exhibit (g)(15) to PEA No. 35.
   (13)    Addendum No. 12 to the Custodian Agreement dated August 1, 2000 filed as Exhibit (g)(16) to PEA No. 35.
   (14)    Addendum No. 13 to the Custodian Agreement dated September 26, 2000 filed as Exhibit (g)(17) to PEA No. 35.
   (15)    Addendum No. 14 to the Custodian Agreement dated May 17, 2001 filed as Exhibit (g)(15) to PEA No. 36.

 

C-13


   (16)    Addendum No. 15 to the Custodian Agreement dated October 30, 2001 filed as Exhibit (g)(16) to PEA No. 38.
   (17)    Addendum No. 16 to the Custodian Agreement dated July 29, 2003 filed as Exhibit (g)(17) to PEA No. 40.
   (18)    Addendum No. 17 to the Custodian Agreement dated February 14, 2005 filed as Exhibit (g)(18) to PEA No. 42.
   (19)    Addendum No. 18 to the Custodian Agreement dated December 5, 2005 filed as Exhibit (g)(19) to PEA No. 45.
   (20)    Addendum No. 19 to the Custodian Agreement dated May 5, 2006 filed as Exhibit (g)(20) to PEA No. 50.
   (21)    Addendum No. 20 to the Custodian Agreement dated February 16, 2007 filed as Exhibit (g)(21) to PEA No. 53.
   (22)    Addendum No. 21 to the Custodian Agreement dated August 3, 2007 filed as Exhibit (g)(22) to PEA No. 58.
   (23)    Addendum No. 22 to the Custodian Agreement dated August 3, 2007 filed as Exhibit (g)(23) to PEA No. 58.
   (24)    Addendum No. 23 to the Custodian Agreement dated May 8, 2009 filed as Exhibit (g)(24) to PEA No. 65.
   (25)    Addendum No. 24 to the Custodian Agreement dated May 7, 2010 filed as Exhibit (g)(25) to PEA No. 76.
   (26)    Addendum No. 25 to the Custodian Agreement dated February 18, 2011 filed as Exhibit (g)(26) to PEA No. 77.
   (27)    Addendum No. 26 to the Custodian Agreement dated February 18, 2011 filed as Exhibit (g)(27) to PEA No. 77.
   (28)    Foreign Custody Agreement between Registrant and The Northern Trust Company dated April 1, 1994 (“Foreign Custody Agreement”) filed as Exhibit 8(g) to PEA No. 11.
   (29)    Addendum No. 1 to the Foreign Custody Agreement dated April 1, 1998 filed as Exhibit 8(p) to PEA No. 19.
   (30)    Addendum No. 2 to the Foreign Custody Agreement dated February 8, 2000 filed as Exhibit (g)(15) to PEA Nos. 30 and 31.
   (31)    Addendum No. 3 to the Foreign Custody Agreement dated July 31, 2000 filed as Exhibit (g)(19) to PEA No. 35.
   (32)    Addendum No. 4 to the Foreign Custody Agreement dated October 30, 2001 filed as Exhibit (g)(21) to PEA No. 38.
   (33)    Addendum No. 5 to the Foreign Custody Agreement dated July 29, 2003 filed as Exhibit (g)(23) to PEA No. 40.
   (34)    Addendum No. 6 to the Foreign Custody Agreement dated February 14, 2005 filed as Exhibit (g)(25) to PEA No. 42.
   (35)    Addendum No. 7 to the Foreign Custody Agreement dated February 17, 2006 filed as Exhibit (g)(28) to PEA No. 46.
   (36)    Addendum No. 8 to the Foreign Custody Agreement dated May 5, 2006 filed as Exhibit (g)(29) to PEA No. 50.
   (37)    Addendum No. 9 to the Foreign Custody Agreement dated May 5, 2006 filed as Exhibit (g)(30) to PEA No. 50.
   (38)    Addendum No. 10 to the Foreign Custody Agreement dated November 2, 2007 filed as Exhibit (g)(34) to PEA No. 59.
   (39)    Addendum No. 11 to the Foreign Custody Agreement dated August 8, 2008 filed as Exhibit (g)(35) to PEA No. 62.

 

C-14


   (40)    Addendum No. 12 to the Foreign Custody Agreement dated November 7, 2008 filed as Exhibit (g)(36) to PEA No. 63.
   (41)    Addendum No. 13 to the Foreign Custody Agreement dated August 28, 2009 filed as Exhibit (g)(38) to PEA No. 68.
   (42)    Foreign Custody Monitoring Agreement between Registrant and The Northern Trust Company dated July 2, 2001 filed as Exhibit (g)(20) to PEA No. 37.
   (43)    Addendum No. 14 to the Foreign Custody Agreement dated February 18, 2011 filed as Exhibit (g)(43) to PEA No. 77.
   (44)    Addendum No. 15 to the Foreign Custody Agreement dated May 18, 2012 filed as Exhibit (g)(44) to PEA No. 86.

h)

   (1)    Transfer Agency Agreement between Registrant and The Northern Trust Company dated April 1, 1994 (“Transfer Agency Agreement”) filed as Exhibit 8(b) to PEA No. 11.
   (2)    Addendum No. 1 to the Transfer Agency Agreement dated November 29, 1994 filed as Exhibit 8(c) to PEA No. 11.
   (3)    Addendum No. 2 to the Transfer Agency Agreement dated March 29, 1996 filed as Exhibit 8(e) to PEA No. 11.
   (4)    Addendum No. 3 to the Transfer Agency Agreement dated August 7, 1996 filed as Exhibit 8(h) to PEA No. 12.
   (5)    Addendum No. 4 to the Transfer Agency Agreement dated March 24, 1997 filed as Exhibit 8(m) to PEA No. 16.
   (6)    Addendum No. 5 to the Transfer Agency Agreement dated February 12, 1997 filed as Exhibit 8(k) to PEA No. 19.
   (7)    Addendum No. 6 to the Transfer Agency Agreement dated November 18, 1997 filed as Exhibit 8(q) to PEA No. 19.
   (8)    Addendum No. 7 to the Transfer Agency Agreement dated December 21, 1998 filed as Exhibit (h)(11) to PEA No. 22.
   (9)    Addendum No. 8 to the Transfer Agency Agreement dated September 15, 1999 filed as Exhibit (h)(9) to PEA No. 27.
   (10)    Addendum No. 9 to the Transfer Agency Agreement dated December 28, 1999 filed as Exhibit (h)(10) to PEA No. 28.
   (11)    Addendum No. 10 to the Transfer Agency Agreement dated February 8, 2000 filed as Exhibit (h)(15) to PEA Nos. 30 and 31.
   (12)    Addendum No. 11 to the Transfer Agency Agreement dated July 31, 2000 filed as Exhibit (h)(13) to PEA No. 34.
   (13)    Addendum No. 12 to the Transfer Agency Agreement dated August 1, 2000 filed as Exhibit (h)(15) to PEA No. 35.
   (14)    Addendum No. 13 to the Transfer Agency Agreement dated August 1, 2000 filed as Exhibit (h)(16) to PEA No. 35.
   (15)    Addendum No. 14 to the Transfer Agency Agreement dated May 17, 2001 filed as Exhibit (h)(15) to PEA No. 36.
   (16)    Addendum No. 15 to the Transfer Agency Agreement dated October 30, 2001 filed as Exhibit (h)(16) to PEA No. 38.
   (17)    Addendum No. 16 to the Transfer Agency Agreement dated February 14, 2005 filed as Exhibit (h)(17) to PEA No. 42.

 

C-15


   (18)    Addendum No. 17 to the Transfer Agency Agreement dated December 5, 2005 filed as Exhibit (h)(18) to PEA No. 45.
   (19)    Addendum No. 18 to the Transfer Agency Agreement dated February 17, 2006 filed as Exhibit (h)(19) to PEA No. 46.
   (20)    Addendum No. 19 to the Transfer Agency dated February 17, 2006 filed as Exhibit (h)(20) to PEA No. 46.
   (21)    Addendum No. 20 to the Transfer Agency Agreement dated May 5, 2006 filed as Exhibit (h)(21) to PEA No. 50.
   (22)    Addendum No. 21 to the Transfer Agency Agreement dated May 5, 2006 filed as Exhibit (h)(22) to PEA No. 50.
   (23)    Addendum No. 22 to the Transfer Agency Agreement dated February 16, 2007 filed as Exhibit No. (h)(23) to PEA No. 53.
   (24)    Addendum No. 23 to the Transfer Agency Agreement dated August 3, 2007 filed as Exhibit (h)(24) to PEA No. 58.
   (25)    Addendum No. 24 to the Transfer Agency Agreement dated August 3, 2007 filed as Exhibit (h)(25) to PEA No. 58.
   (26)    Addendum No. 25 to the Transfer Agency Agreement dated November 2, 2007 filed as Exhibit (h)(26) to PEA No. 59.
   (27)    Addendum No. 26 to the Transfer Agency Agreement dated August 8, 2008 filed as Exhibit (h)(27) to PEA No. 62.
   (28)    Addendum No. 27 to the Transfer Agency Agreement dated November 7, 2008 filed as Exhibit (h)(28) to PEA No. 63.
   (29)    Addendum No. 28 to the Transfer Agency Agreement dated May 8, 2009 filed as Exhibit (h)(29) to PEA No. 65.
   (30)    Addendum No. 29 to the Transfer Agency Agreement dated August 28, 2009 filed as Exhibit (h)(30) to PEA No. 68.
   (31)    Addendum No. 30 to the Transfer Agency Agreement dated May 7, 2010 filed as Exhibit (h)(31) to PEA No. 76.
   (32)    Addendum No. 31 to the Transfer Agency Agreement dated February 18, 2011 filed as Exhibit (h)(32) to PEA No. 77.
   (33)    Addendum No. 32 to the Transfer Agency Agreement dated February 18, 2011 filed as Exhibit (h)(33) to PEA No. 77.
   (34)    Addendum No. 33 to the Transfer Agency Agreement dated May 18, 2012 filed as Exhibit (h)(34) to PEA No. 86.
   (35)    Amended and Restated Service Plan, adopted as of April 1, 1999 and most recently revised as of September 15, 1999, and Related Agreement filed as Exhibit (h)(11) to PEA No. 27.
   (36)    Amended and Restated Service Plan adopted on April 1, 1994 and amended on May 2, 2000 and filed as Exhibit (h)(16) to PEA No. 34 and Related Forms of Servicing Agreement as amended on February 13, 2004 filed as Exhibit (h)(19) to PEA 40.
   (37)    Administration Agreement by and between Registrant and Northern Trust Investments, N.A. dated January 1, 2009 (“Administration Agreement”) filed as Exhibit (h)(34) to PEA No. 65.
   (38)    Amended and Restated Schedule A to the Administration Agreement dated May 8, 2009 filed as Exhibit (h)(35) to PEA No. 65.
   (39)    Amended and Restated Schedule A to the Administration Agreement dated August 28, 2009 filed as Exhibit (h)(35) to PEA No. 68.
   (40)    Amended and Restated Schedule C to the Administration Agreement dated July 31, 2010 filed as Exhibit (h)(36) to PEA No. 74.

 

C-16


   (41)    Amended and Restated Schedule A to the Administration Agreement dated May 7, 2010 filed as Exhibit (h)(39) to PEA No. 76.
   (42)    Amended and Restated Schedule C to the Administration Agreement dated August 11, 2010 filed as Exhibit (h)(40) to PEA No. 76.
   (43)    Amended and Restated Schedule A to the Administration Agreement dated February 18, 2011 filed as Exhibit (h)(42) to PEA No. 77.
   (44)    Amended and Restated Schedule A to the Administration Agreement dated May 18, 2012 filed as Exhibit (h)(44) to PEA No. 86.
   (45)    Plan of Reorganization by Northern Institutional Funds, on behalf of its Global Tactical Asset Allocation Portfolio, and Northern Funds, on behalf of its Global Tactical Asset Allocation Fund, dated February 18, 2011 filed as Exhibit (h)(43) to PEA No. 77.

i)

      Opinion of Drinker Biddle & Reath LLP is filed herewith.

j)

   (1)    Consent of Drinker Biddle & Reath LLP (included in Exhibit (i) above).
   (2)    Consent of Deloitte & Touche LLP filed as Exhibit (j)(2) to PEA No. 86.

k)

      None.

l)

   (1)    Purchase Agreement between Registrant and The Northern Trust Company dated March 31, 1994 filed as Exhibit 13(a) to PEA No. 11.
   (2)    Purchase Agreement between Registrant and Miriam M. Allison dated March 14, 1994 filed as Exhibit 13(b) to PEA No. 11.
   (3)    Purchase Agreement between Registrant and Miriam M. Allison dated March 31, 1998 for shares of the Mid Cap Growth Fund filed as Exhibit (l)(3) to PEA No. 22.
   (4)    Purchase Agreement between Registrant and Miriam M. Allison dated December 31, 1998 for shares of the High Yield Fixed Income Fund filed as Exhibit (l)(4) to PEA No. 22.
   (5)    Purchase Agreement between Registrant and Miriam M. Allison dated December 31, 1998 for shares of the High Yield Municipal Fund filed as Exhibit (l)(5) to PEA No. 22.
   (6)    Purchase Agreement between Registrant and Miriam M. Allison dated September 3, 1999 for shares of the Small Cap Index Fund filed as Exhibit (l)(6) to PEA No. 27.
   (7)    Purchase Agreement between Registrant and The Northern Trust Company dated September 3, 1999 for shares of the Income Equity Fund, Stock Index Fund, Growth Equity Fund, Technology Fund, International Growth Equity Fund and Small Cap Index Fund filed as Exhibit (l)(7) to PEA No. 27.
   (8)    Purchase Agreement between Registrant and Martin C. Gawne dated September 30, 1999 for shares of the Small Cap Growth Fund filed as Exhibit (l)(8) to PEA No. 27.
   (9)    Purchase Agreement between Registrant and Martin C. Gawne dated September 30, 1999 for shares of the Short-Intermediate U.S. Government Fund filed as Exhibit (l)(9) to PEA No. 27.
   (10)    Purchase Agreement between Registrant and Martin C. Gawne dated September 30, 1999 for shares of the California Intermediate Tax-Exempt Fund filed as Exhibit (l)(10) to PEA No. 27.
   (11)    Purchase Agreement between Registrant and Martin C. Gawne dated September 30, 1999 for shares of the Arizona Tax-Exempt Fund filed as Exhibit (l)(11) to PEA No. 27.
   (12)    Purchase Agreement between Registrant and The Northern Trust Company dated October 1, 1999 for shares of the U.S. Government Fund, Intermediate Tax-Exempt Fund, Fixed Income Fund, Tax-Exempt Fund, California Tax-Exempt Fund, International Fixed Income Fund, Arizona Tax-Exempt Fund, California Intermediate Tax-Exempt Fund and Short-Intermediate U.S. Government Fund filed as Exhibit (l)(12) to PEA No. 27.
   (13)    Purchase Agreement between Registrant and The Northern Trust Company dated February 14, 2000 for shares of the MarketPower Fund filed as Exhibit (l)(13) to PEA Nos. 30 and 31.

 

C-17


   (14)    Purchase Agreement between Registrant and Brian R. Curran dated May 8, 2000 for shares of the Global Communications Fund filed as Exhibit (l)(14) to PEA Nos. 30 and 31.
   (15)    Purchase Agreement between Registrant and The Northern Trust Company dated February 14, 2000 for shares of the Tax-Exempt Money Market Fund filed as Exhibit (l)(15) to PEA Nos. 30 and 31.
   (16)    Purchase Agreement between Registrant and Brian R. Curran for shares of the Large Cap Value Fund dated August 2, 2000 filed as Exhibit (l)(1) to PEA No. 35.
   (17)    Purchase Agreement between Registrant and Brian R. Curran for shares of the Growth Opportunities Fund dated September 22, 2000 filed as Exhibit (l)(2) to PEA No. 35.
   (18)    Purchase Agreement between Registrant and Brian R. Curran for shares of the Value Fund dated May 29, 2001 filed as Exhibit (l)(18) to PEA No. 38.
   (19)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Mid Cap Index Fund dated February 14, 2005 filed as Exhibit (l)(19) to PEA No. 42.
   (20)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the International Equity Index Fund dated February 14, 2005 filed as Exhibit (l)(20) to PEA No. 42.
   (21)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Enhanced Large Cap Fund dated December 5, 2005 filed as Exhibit (l)(21) to PEA No. 45.
   (22)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Emerging Markets Equity Fund dated February 17, 2006 filed as Exhibit (l)(22) to PEA No. 46.
   (23)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager Mid Cap Fund, Multi-Manager Small Cap Fund, and Multi-Manager International Equity Fund dated May 5, 2006 filed as Exhibit (l)(23) to PEA No. 50.
   (24)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Global Real Estate Index Fund dated May 5, 2006 filed as Exhibit (l)(24) to PEA No. 50.
   (25)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Bond Index Fund dated February 16, 2007 filed as Exhibit (l)(25) to PEA No. 53.
   (26)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager Large Cap Fund dated August 3, 2007 filed as Exhibit (l)(26) to PEA No. 58.
   (27)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Short-Intermediate Tax-Exempt Fund dated August 3, 2007 filed as Exhibit (l)(27) to PEA No. 58.
   (28)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Global Sustainability Index Fund dated November 2, 2007 filed as Exhibit (l)(28) to PEA No. 59.
   (29)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Developed International Small Cap Index Fund dated August 8, 2008 filed as Exhibit (l)(29) to PEA No. 62.
   (30)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager Emerging Markets Equity Fund dated November 17, 2008 filed as Exhibit (l)(30) to PEA No. 63.
   (31)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager Global Real Estate Fund dated November 17, 2008 filed as Exhibit (l)(31) to PEA No. 63.
   (32)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Ultra-Short Fixed Income Fund dated May 8, 2009 filed as Exhibit (l)(32) to PEA No. 65.
   (33)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Tax-Advantaged Ultra-Short Fixed Income Fund dated May 8, 2009 filed as Exhibit (l)(33) to PEA No. 65.
   (34)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager High Yield Opportunity Fund dated August 29, 2009 filed as Exhibit (l)(34) to PEA No. 68.
   (35)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Investors Money Market Fund dated May 7, 2010 filed as Exhibit (l)(35) to PEA No. 76.

 

C-18


   (36)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Investors AMT-Free Municipal Money Market Fund dated May 7, 2010 filed as Exhibit (l)(36) to PEA No. 76.
   (37)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Investors U.S. Government Money Market Fund dated May 7, 2010 filed as Exhibit (l)(37) to PEA No. 76.
   (38)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Global Tactical Asset Allocation Fund dated May 20, 2011 filed as Exhibit (l)(38) to PEA No. 77.
   (39)    Purchase Agreement between Registrant and Eric K. Schweitzer for shares of the Multi-Manager Global Listed Infrastructure Fund dated May 18, 2012 filed as Exhibit (l)(39) to PEA No. 86.

m)

   (1)    Amended and Restated Distribution and Service Plan, adopted April 1, 1994 and most recently revised as of September 15, 1999, and Related Agreement filed as Exhibit (m) to PEA No. 27.
   (2)    Amended and Restated Distribution and Service Plan, adopted April 1, 1994 and most recently amended as of May 2, 2000 and related Agreement filed as Exhibit (m)(2) to PEA No. 81.

n)

      None.

o)

      None.

p)

   (1)    Amended Code of Ethics of the Trust revised on February 19, 2009 filed as Exhibit (p)(1) to PEA No. 65.
   (2)    Amended Code of Ethics of Northern Trust Investments, N.A. dated February 1, 2010 filed as Exhibit (p)(2) to PEA No. 71.
   (3)    The Code of Ethics of Northern Trust Global Investments Limited adopted on September 13, 2006 filed as Exhibit (p)(5) to Post Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A, filed on December 6, 2006 (Accession No. 0000950137-06-013309) (“PEA No. 52”).
   (4)    Code of Ethics of Northern Trust Company of Connecticut, adopted September 17, 2009 filed as Exhibit (p)(5) to PEA No. 69.
   (5)    Code of Ethics of William Blair Funds and William Blair & Company, L.L.C.’s Investment Management Department, as amended May 9, 2007 and February 18, 2010 filed as Exhibit (p)(6) to PEA No. 75.
   (6)    Code of Ethics of EII Realty Securities Inc., dated December 1, 2010 filed as Exhibit (p)(6) to PEA No. 78.
   (7)    Code of Ethics and Personal Trading Policy of Geneva Capital Management Ltd., adopted September 20, 2004, as revised November 30, 2007 filed as Exhibit (p)(9) to PEA No. 66.
   (8)    Code of Ethics of TCW, as amended March 31, 2008 filed as Exhibit (p)(21) to PEA No. 60.
   (9)    Amendment No. 1 to Code of Ethics of TCW, effective February 17, 2009 filed as Exhibit (p)(11) to PEA No. 66.
   (10)    Code of Ethics of Nuveen Investments, Inc., including NWQ Investment Management Company, LLC, dated February 1, 2005, as amended through May 29, 2008 filed as Exhibit (p)(12) to PEA No. 66.
   (11)    Code of Ethics of Delaware Investments, as amended August 20, 2008 filed as Exhibit (p)(14) to PEA No. 66.
   (12)    Code of Ethics of Cohen & Steers Inc., Amended and Restated October 1, 2009 filed as Exhibit (p)(14) to PEA No. 75.
   (13)    Code of Ethics of Marsico Capital Management, LLC, effective October 1, 2004, as amended through September 1, 2008 filed as Exhibit (p)(16) to PEA No. 66.
   (14)    Code of Ethics of Axiom International Investors, LLC dated October 1, 2009 filed as Exhibit (p)(16) to PEA No. 75.
   (15)    Code of Ethics of Westwood Global Investments, LLC, dated November 14, 2008 filed as Exhibit (p)(24) to PEA No. 64.

 

C-19


   (16)    Code of Ethics of Altrinsic Global Advisors, LLC, adopted November 1, 2004, as amended through January 1, 2010 filed as Exhibit (p)(18) to PEA No. 75.
   (17)    Code of Ethics of PanAgora Asset Management, Inc., dated December 31, 2009 filed as Exhibit (p)(19) to PEA No. 75.
   (18)    Code of Ethics, Policy on Insider Trading and Personal Trading Policy of Jennison Associates LLC, as amended December 31, 2008 filed as Exhibit (p)(21) to PEA No. 66.
   (19)    Code of Ethics of CBRE Clarion Securities, dated January 2012 filed as Exhibit (p)(19) to PEA No. 86.
   (20)    Code of Ethics and Personal Trading Policy of LSV Asset Management amended as of February 19, 2009 filed as Exhibit (p)(23) to PEA No. 66.
   (21)    Code of Ethics of Systematic Financial Management, L.P., effective July 1, 2009 filed as Exhibit (p)(25) to PEA No. 66.
   (22)    Code of Ethics of Loomis, Sayles & Company, L.P., effective January 14, 2000, as amended through May 20, 2010 filed as Exhibit (p)(25) to PEA No. 75.
   (23)    Code of Ethics of Stone Harbor Investment Partners LP, dated August 2007 filed as Exhibit (p)(27) to PEA No. 68.
   (24)    Code of Ethics of Riverbridge Partners LLC dated September 1, 2004 filed as Exhibit (p)(27) to PEA No. 72.
   (25)    Code of Ethics of Trilogy Global Advisors, LLC dated December 2007 filed as Exhibit (p)(28) to PEA No. 72.
   (26)    Code of Ethics of Denver Investment Advisors LLC amended effective May 1, 2009 filed as Exhibit (p)(29) to PEA No. 72.
   (27)    Code of Ethics of Hotchkis and Wiley Capital Management, LLC dated August 18, 2009 filed as Exhibit (p)(30) to PEA No. 72.
   (28)    Code of Ethics of Cardinal Capital Management, L.L.C. filed as Exhibit (p)(29) to PEA No. 78.
   (29)    Code of Ethics of Allianz Global Investors of America L.P., including Allianz Global Investors Capital LLC and NFJ Investment Group LLC dated October 2009 (San Diego based employees) and November 1, 2009 (All other employees) filed as Exhibit (p)(30) to PEA No. 78.
   (30)    Code of Business Conduct and Ethics of Pzena Investment Management, Inc. and Pzena Investment Management, LLC effective as of October 25, 2007, revised as of January 4, 2010, filed as Exhibit (p)(31) to PEA No. 78.
   (31)    Code of Ethics of Neuberger Berman dated March 2010 filed as Exhibit (p)(32) to PEA No. 78.
   (32)    Code of Ethics of Northern Cross, LLC dated March 25, 2009 filed as Exhibit (p)(32) to PEA No. 86.
   (33)    Code of Ethics of EARNEST Partners, LLC dated August 4, 2008 filed as Exhibit (p)(33) to PEA No. 86.
   (34)    Code of Ethics of Brookfield Investment Management Inc. dated August 16, 2011 filed as Exhibit (p)(34) to PEA No. 86.
   (35)    Code of Ethics of Macquarie Capital Investment Management LLC dated January 31, 2012 filed as Exhibit (p)(35) to PEA No. 86.

q)

   (1)    Power of Attorney dated May 18, 2012 filed as Exhibit (q) to Post-Effective Amendment No. 84 to Registrant’s Registration Statement on Form N-1A, filed on June 19, 2012 (Accession No. 0001193125-12-275500.
   (2)    Power of Attorney dated May 18, 2012 filed as Exhibit (q)(2) to PEA No. 85.

 

* Portions of this exhibit have been omitted pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission.

 

C-20


ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

Northern Funds is controlled by its Board of Trustees. The Northern Multi-Manager Funds are controlled by the Multi-Manager Funds Board of Trustees.

 

ITEM 30. INDEMNIFICATION

Section 3 of Article IV of the Registrant’s Agreement and Declaration of Trust dated February 7, 2000, as amended, provides for indemnification of the Registrant’s officers and Trustees under certain circumstances. A copy of such Agreement and Declaration of Trust was filed as Exhibit (a)(19) to Post-Effective Amendment No. 30/31 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.

Paragraph 7 of each Investment Advisory and Ancillary Services Agreement between the Registrant and the investment advisers (together, the “Adviser”) provides for indemnification of the Adviser or, in lieu thereof, contribution by Registrant, in connection with certain claims and liabilities to which the Adviser may be subject. Copies of the Investment Advisory and Ancillary Services Agreements were filed as Exhibits (d)(19) and (d)(24) to Post-Effective Amendment Nos. 49 and 59, respectively, to Registrant’s Registration Statements on Form N-1A and are incorporated herein by reference.

Article 10 of the Administration Agreement dated January 1, 2009 among the Registrant and Northern Trust Investments, Inc. (“NTI”) provides that the Registrant will indemnify Northern Trust Investments, Inc. (the “Administrator”) against all claims except those resulting from the willful misfeasance, bad faith, negligence or reckless disregard of the Administrator, or the Administrator’s breach of confidentiality. A copy of the Administration Agreement was filed as Exhibit (h)(34) to Post-Effective Amendment No. 65 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.

Paragraph 3 of the Distribution Agreement dated March 31, 2009 between the Registrant and Northern Funds Distributors, LLC (“NFD”) provides that the Registrant will indemnify NFD against certain liabilities relating to untrue statements or omissions of material fact except those resulting from the reliance on information furnished to the Registrant by NFD, or those resulting from the willful misfeasance, bad faith or negligence of NFD, or NFD’s breach of confidentiality. Paragraph 3 of the Distribution Agreement also provides that NFD will indemnify the Trustees and officers of the Registrant against certain liabilities relating to untrue statements or omissions of material fact resulting from the reliance on information furnished to the Registrant by NFD, and those liabilities resulting from NFD’s willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under the Distribution Agreement, or NFD’s breach of its confidentiality obligations under the Distribution Agreement. A copy of the Distribution Agreement was filed as Exhibit (e)(1) to Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A and is incorporated herein by reference.

A mutual fund trustee and officer liability policy purchased by the Registrant insures the Registrant and its Trustees and officers, subject to the policy’s coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

 

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

Northern Trust Investments, Inc. (“NTI”), an indirect subsidiary of The Northern Trust Corporation, and Northern Trust Global Investments Limited (“NTGIL”), serve as the co-investment advisers of the Global Fixed Income Fund. The Northern Trust Company of Connecticut (“NTCC”) and NTI serve as co-investment advisers of the Multi-Manager Emerging Markets Equity Fund, Multi-Manager Global Real Estate Fund, Multi-Manager High Yield Opportunity Fund, Multi-Manager International Equity Fund, Multi-Manager Large Cap Fund, Multi-Manager Mid Cap Fund and Multi-Manager Small Cap Fund (together, the “Multi-Manager Funds”). NTI serves as the investment adviser of each of the other Funds of the Trust. NTI, NTGIL and NTCC are each referred to as “Investment Adviser.” NTI is an Illinois State Banking Corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. NTI is located at 50 South LaSalle Street, Chicago, Illinois 60603, NTGIL is located at 50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom, and NTCC is located at 300 Atlantic Street, Stamford, Connecticut, 06901.

 

C-21


Set forth below is a list of officers and directors of NTI, NTGIL, NTCC and the Sub-Advisers of the Multi-Manager Funds, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years. Most officers and directors of NTI hold comparable positions with The Northern Trust Company (other than as director), as indicated below, and certain other officers of NTI hold comparable positions with Northern Trust Bank, N.A., a wholly-owned subsidiary of Northern Trust Corporation. The tables below were provided to the Registrant by the Investment Advisers and Sub-Advisers for inclusion in this Registration Statement.

 

Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Abdul Karim, Walid T.    The Northern Trust Company    Vice President
Vice President      

Aitcheson, James A.

Vice President

   The Northern Trust Company    Senior Vice President

Alongi, David M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Amaya, Luis

Vice President

   The Northern Trust Company    Vice President

Anast, Angela H.

Vice President

   The Northern Trust Company    Vice President

Anderson, Timothy

Vice President

   The Northern Trust Company    Vice President

Antonacci, Jeffrey M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ayres, Scott R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Azar, Frederick A.

Vice President

   The Northern Trust Company    Vice President

Baldwin, Florette L.

Vice President

   The Northern Trust Company    Vice President

Bandar, Walid S.

Vice President

   The Northern Trust Company    Vice President

Bandura, Daniel T.

Vice President

   The Northern Trust Company    Vice President

Baras, Ellen G.

Vice President

   The Northern Trust Company    Vice President

Baron, Tracy L.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Bartczyszyn, Michael S.

Vice President

   The Northern Trust Company    Vice President

 

C-22


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Basch, Brian A.

Vice President

   The Northern Trust Company    Vice President

Basso, Belinda M.

Vice President

   The Northern Trust Company    Vice President

Beckman, Carl P.

Senior Vice President &

Treasurer

   The Northern Trust Company    Senior Vice President

Behar, Gregory S.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Benson, Jacquelyn M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Benzmiller, Thomas R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Bergson, Robert H.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Bieber, Christopher

Vice President

   The Northern Trust Company    Vice President

Blair, Timothy P.

Vice President

   The Northern Trust Company    Vice President

Blank, Justin

Vice President

   The Northern Trust Company    Vice President

Bleecker, Ali K.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Boeckmann, Eric Vonn

Senior Vice President

   The Northern Trust Company    Senior Vice President

Bohlin, Andrew P.

Vice President

   The Northern Trust Company    Vice President

Borel, Ainsley, J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Browne, Kieran

Senior Vice President

   The Northern Trust Company    Senior Vice President

Browne, Robert P.

Executive Vice President,

Director and Chief

Investment Officer

   The Northern Trust Company    Executive Vice President

Buckley, Melissa A.

Senior Vice President

   The Northern Trust Company    Senior Vice President

 

C-23


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Buerckholtz, Elizabeth J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Bugajski, James Edmund

Vice President

   The Northern Trust Company    Vice President

Bukoll, Martin B.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Burgul, Cevdet Sertan

Vice President

   The Northern Trust Company    Vice President

Bursua, Brian M.

Vice President

   The Northern Trust Company    Vice President

Camden, Bradley T.

Vice President

   The Northern Trust Company    Vice President

Carberry, Craig R.

Secretary

   The Northern Trust Company    Senior Attorney

Carlson, Christopher W.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Carlson, Mark D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Carr, Allen G.

Vice President

   The Northern Trust Company    Vice President

Carroll, Keith D.

Vice President

   The Northern Trust Company    Vice President

Caruso, Keith A.

Vice President

   The Northern Trust Company    Vice President

Castino, Michael T.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Chico, Michael R.

Vice President

   The Northern Trust Company    Vice President

Clark, Richard L.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Cohodes, Jeffrey D.

Executive Vice President,

Director and COO

   The Northern Trust Company    Executive Vice President

Connellan, Kevin Anthony

Senior Vice President

   The Northern Trust Company    Senior Vice President

Costello, Joseph H.

Vice President

   The Northern Trust Company    Vice President

 

C-24


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Cousins, Stephen J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Cubeles, Alain

Senior Vice President

   The Northern Trust Company    Senior Vice President

Czochara, Susan C.

Senior Vice President

   The Northern Trust Company    Senior Vice President

D’Arienzo, Louis R.

Vice President

   Northern Trust Bank, N.A.    Vice President

Danaher, James

Senior Vice President

   The Northern Trust Company    Senior Vice President

Danko, Christine A.

Vice President

   The Northern Trust Company    Vice President

Dawson, Jason E.

Vice President

   The Northern Trust Company    Vice President

Dehnert, Melissa Ann

Vice President

   The Northern Trust Company    Vice President

Dekhayser, Jordan D.

Vice President

   The Northern Trust Company    Vice President

Delaney, Michael J

Vice President.

   The Northern Trust Company    Vice President

Dering, Michael C.

Vice President

   The Northern Trust Company    Vice President

DeSouza, Leonor

Vice President

   The Northern Trust Company    Vice President

Detroy, Timothy J.

Vice President

   The Northern Trust Company    Vice President

Deverall, , Michael C.

Vice President

   The Northern Trust Company    Vice President

Diehl, Jr., Joseph R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Doell, John C.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Donaldson, Julian O.

Vice President

   The Northern Trust Company    Vice President

Dorsey, Jennifer Ann

Vice President

   The Northern Trust Company    Vice President

 

C-25


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Doucette, Mary S.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Doyle, Michael T.

Vice President

   The Northern Trust Company    Vice President

Driscoll, Peter John

Vice President

   The Northern Trust Company    Vice President

Dzanis, Patrick E.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ebel, Christopher John

Vice President

   The Northern Trust Company    Vice President

Egizio, Michael P.

Vice President

   The Northern Trust Company    Vice President

Escalante, Patrick D.

Vice President

   The Northern Trust Company    Vice President

Evans, Megan Chapman

Senior Vice President

   The Northern Trust Company    Senior Vice President

Everett, Steven R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ewing, Peter K.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ferguson, Jr., John Allen

Vice President

   The Northern Trust Company    Vice President

Fletcher, Christina Lee

Vice President

   The Northern Trust Company    Vice President

Flinn, John E.

Vice President

   The Northern Trust Company    Vice President

Flood, Peter J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Flowers, Joseph L.

Vice President

   The Northern Trust Company    Vice President

Franklin, Carolyn D.

Vice President

   The Northern Trust Company    Vice President

Freitag, Lee R.

Vice President

   The Northern Trust Company    Vice President

Friedman, Sarah Meggan

Vice President

   The Northern Trust Company    Vice President

 

C-26


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Fronk, Christopher A.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Gautham, Ravi A.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Gayle III, Robert Harold

Vice President

   The Northern Trust Company    Vice President

Geisler, Maria

Vice President

   The Northern Trust Company    Vice President

Geraghty, Kim Marie

Vice President

   The Northern Trust Company    Vice President

Gilbert, Joshua B.

Vice President

   The Northern Trust Company    Vice President

Ginsberg, Lynne Noel

Vice President

   The Northern Trust Company    Vice President

Gleeman, Michael J.

Vice President

   The Northern Trust Company    Vice President

Gordon, Denise Christine

Senior Vice President

   The Northern Trust Company    Senior Vice President

Gossett, Mark C.

Director, Executive Vice President

and Chief Operating Officer

   The Northern Trust Company    Senior Vice President

Gould, Betty C.

Vice President

   The Northern Trust Company    Vice President

Graber, Adam D.

Vice President

   The Northern Trust Company    Vice President

Grant Williams, Allison

Senior Vice President

   The Northern Trust Company    Senior Vice President

Gregg, Laura Jean

Vice President

   The Northern Trust Company    Vice President

Griffin, Michelle D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Halter, Ann M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Harrell, Alec

Vice President

   The Northern Trust Company    Vice President

 

C-27


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Harris, Nora J.

Vice President

   The Northern Trust Company    Vice President

Hausken, Philip D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hawkins, Sheri Barker

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hearty, Stephen Aprea

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hecimovich, Sandra M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hersted, Jillian R.

Vice President

   The Northern Trust Company    Vice President

Hest, Stefanie Jaron

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hickman, Joanne

Senior Vice President

   The Northern Trust Company    Senior Vice President

Hill, Susan

Senior Vice President and

Chief Compliance Officer

   The Northern Trust Company    Senior Vice President

Honold, Christopher M.

Vice President

   The Northern Trust Company    Vice President

Huemmer, Christopher G.

Vice President

   The Northern Trust Company    Vice President

Hurley, William F.

Vice President

   The Northern Trust Company    Vice President

Hyatt, William E.

Vice President

   The Northern Trust Company    Vice President

Inzunza, Richard J.

Vice President

   The Northern Trust Company    Vice President

Jacobs, Peter M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Jaeger, Christopher J.

Vice President

   The Northern Trust Company    Vice President

Jaffe, Harry Y.

Vice President

   The Northern Trust Company    Vice President

Jampani, Madhavi Choudary

Vice President

   The Northern Trust Company    Vice President

 

C-28


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Jenkins, John Scott

Vice President

   The Northern Trust Company    Vice President

Jesel, Delilah

Vice President

   The Northern Trust Company    Vice President

Johnston, Lucia A.

Vice President

   The Northern Trust Company    Vice President

Jones, Brian D.

Vice President

   The Northern Trust Company    Vice President

Jorgensen, Joseph H.

Vice President

   The Northern Trust Company    Vice President

Joves, Evangeline Mendoza

Vice President

   The Northern Trust Company    Vice President

Kalter, Kristin M.

Vice President

   The Northern Trust Company    Vice President

Kancharla, Sridhar

Vice President

   The Northern Trust Company    Vice President

Kane, James P.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Katz, Evan S.

Vice President

   The Northern Trust Company    Vice President

Katz, Naomi E.

Vice President

   The Northern Trust Company    Vice President

Kazaz, Tayfun

Vice President

   The Northern Trust Company    Vice President

Kelley, Michelle M.

Vice President

   The Northern Trust Company    Vice President

Kennedy, Michael

Vice President

   The Northern Trust Company    Vice President

King III, Archibald E.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Kinney, Lorrie Ann

Vice President

   The Northern Trust Company    Vice President

Klein, Stephanie K.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Koch, Deborah L.

Senior Vice President

   The Northern Trust Company    Senior Vice President

 

C-29


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Konstantos, John A.

Vice President

   The Northern Trust Company    Vice President

Korytowski, Donald H.

Vice President

   The Northern Trust Company    Vice President

Kovacs, Michael R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Krauter, Michael L.

Vice President

   The Northern Trust Company    Vice President

LaBelle, John C.

Vice President

   The Northern Trust Company    Vice President

Leahey, Jodie Terese

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ledford, Diana L.

Vice President

   The Northern Trust Company    Vice President

Letts, Heather M.

Vice President

   The Northern Trust Company    Vice President

Lico, Dennis

Vice President

   The Northern Trust Company    Vice President

Lillis, James E.

Vice President

   The Northern Trust Company    Vice President

Loftus, Julie M.

Vice President

   The Northern Trust Company    Vice President

Ludwig, Jeanne M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Lukic, Mary

Vice President

   The Northern Trust Company    Vice President

Lupi, Lisa Ann

Vice President

   The Northern Trust Company    Vice President

Luth, Ann F.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Lyne, Cary J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Lyons, William A.

Vice President

   The Northern Trust Company    Vice President

Mastuantuono, Deborah A.

Senior Vice President

   The Northern Trust Company    Senior Vice President

 

C-30


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Maveety, Wendy L.

Vice President

   The Northern Trust Company    Vice President

McCart, Mary Jane

Senior Vice President

   The Northern Trust Company    Senior Vice President

McDonald, James D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

McDougal, Lisa M.

Vice President

   The Northern Trust Company    Vice President

McEldowney, Douglas J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

McGregor, Timothy T.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Meadows III, Edmund C.

Vice President

   The Northern Trust Company    Vice President

Mecca, Melinda S.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Meehan, Michael G.

Vice President

   The Northern Trust Company    Vice President

Mehta, Ashish R.

Vice President

   The Northern Trust Company    Vice President

Melze, Laura J.

Vice President

   The Northern Trust Company    Vice President

Memon, Bilal K.

Vice President

   The Northern Trust Company    Vice President

Miller, Nathan D.

Vice President

   The Northern Trust Company    Vice President

Mirante, John P.

Vice President

   The Northern Trust Company    Vice President

Mitchell, James L.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Muench, Scott O.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Murphy, Shaun D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Nass, Curtis A.

Vice President

   The Northern Trust Company    Vice President

 

C-31


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Nellans, Charles J.

Vice President

   The Northern Trust Company    Vice President

Nelson, Daniel J.

Vice President

   The Northern Trust Company    Vice President

Newman, Greg

Vice President

   The Northern Trust Company    Vice President

Nickey III, William M.

Vice President

   The Northern Trust Company    Vice President

Northfell, Catherine J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

O’Brien, Jacqueline A.

Senior Vice President

   The Northern Trust Company    Senior Vice President

O’Brien, Thomas E.

Vice President

   The Northern Trust Company    Vice President

O’Connor, Eileen M.

Vice President

   The Northern Trust Company    Vice President

O’Connor, Michael P.

Vice President

   The Northern Trust Company    Vice President

O’Rourke, Kevin P.

Vice President

   The Northern Trust Company    Vice President

Ortega, Leigh Ann

Vice President

   The Northern Trust Company    Vice President

O’Shaughnessy, Kevin J.

Vice President

   The Northern Trust Company    Vice President

Padilla, Francis R. G.

Vice President

   The Northern Trust Company    Vice President

Pasieka, Gregory R.

Vice President

   The Northern Trust Company    Vice President

Pedersen, Brad T.

Vice President

   The Northern Trust Company    Vice President

Peron, Matthew

Senior Vice President

   The Northern Trust Company    Senior Vice President

Personette, Daniel J.

Vice President

   The Northern Trust Company    Vice President

Peters, Michael J.

Vice President

   The Northern Trust Company    Vice President

 

C-32


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Pincus, Jonathan S.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Pollak, Donald R.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ponton, Mark S.

Vice President

   The Northern Trust Company    Vice President

Pounders, Ryan E.

Vice President

   The Northern Trust Company    Vice President

Potter, Ofelia M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Potter, Stephen N.

Chairman, President and

Chief Executive Officer

   The Northern Trust Company    Executive Vice President

Pries, Katie D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Provanzana, Beth Marie

Senior Vice President and

Director

  

The Northern Trust Company

The Northern Trust Company of

Connecticut

  

Senior Vice President

CFO and Senior Vice President

Provo, Brian Allen

Vice President

   The Northern Trust Company    Vice President

Quinn, Patrick D.

Vice President

   The Northern Trust Company    Vice President

Rakowski, Andrew F.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Rakvin, Chad M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Ramstrom, Kerstin E.

Vice President

   The Northern Trust Company    Vice President

Reeder, Brent D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Rein, Randall

Senior Vice President

   The Northern Trust Company    Senior Vice President

Reller, Jacqueline R.

Vice President

   The Northern Trust Company    Vice President

Renaud, Donna Lee

Senior Vice President

   The Northern Trust Company    Senior Vice President

 

C-33


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Rivas, Marcos E.

Vice President

   The Northern Trust Company    Vice President

Robertson, Alan W.

Director and Executive Vice

President

  

The Northern Trust Company

The Northern Trust Company of

Connecticut

  

Senior Vice President

Director

Robertson, Colin A.

Executive Vice President

   The Northern Trust Company    Executive Vice President

Rocha, Heather Parkes

Vice President

   The Northern Trust Company    Vice President

Roncoroni, Jaime Lauren

Vice President

   The Northern Trust Company    Vice President

Ryer, Alexander D.

Vice President

   The Northern Trust Company    Vice President

Sampson, Jeffrey David

Vice President

   The Northern Trust Company    Vice President

Santiccioli, Steven J.

Vice President

   The Northern Trust Company    Vice President

Schneider, Tracy L.

Vice President

   The Northern Trust Company    Vice President

Schweitzer, Eric K.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Sclafani, Guy J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Secontine, Timothy J.

Vice President

   The Northern Trust Company    Vice President

Shane, Adam Marshall

Vice President

   The Northern Trust Company    Vice President

Shapley, Brian J.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Shipley, Christopher D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Simoncek, Trista D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Sodergren, Mark C.

Vice President

   The Northern Trust Company    Vice President

 

C-34


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Soorya, Sandeep N.

Vice President

   The Northern Trust Company    Vice President

Spartz, Carol J.

Vice President

   The Northern Trust Company    Vice President

Staff, Maggie R.

Vice President

   The Northern Trust Company    Vice President

Steffens, Kristen S.

Vice President

   The Northern Trust Company    Vice President

Stewart, Allison Walpole

Vice President

   The Northern Trust Company    Vice President

Stoeber, Kurt S.

Vice President

   The Northern Trust Company    Vice President

Stolfi, James R.

Vice President

   The Northern Trust Company    Vice President

Sullivan, Brendan E.

Vice President

   The Northern Trust Company    Vice President

Sullivan, Carol H.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Sullivan, Catherine M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Sundaram, Ramanthan

Vice President

   The Northern Trust Company    Vice President

Szostak II, Jon E.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Szymanek, Frank D.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Taylor, Cynthia

Vice President

   The Northern Trust Company    Vice President

Thomas, Shundraun

Senior Vice President

   The Northern Trust Company    Senior Vice President

Thomas, Wanda Williams

Senior Vice President

   The Northern Trust Company    Senior Vice President

Thompson, Jane W.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Towle, Michael J.

Vice President

   The Northern Trust Company    Vice President

 

C-35


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Trafford, Edward

Vice President

   The Northern Trust Company    Vice President

Tretheway, Jennifer Kamp

Senior Vice President

   The Northern Trust Company    Senior Vice President

Tungol, John

Vice President

   The Northern Trust Company    Vice President

Turner, Betsy Licht

Senior Vice President

   The Northern Trust Company    Senior Vice President

Unger, David J.

Vice President

   The Northern Trust Company    Vice President

Van Alstyne, Christopher W.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Varchetto, Brett A.

Vice President

   The Northern Trust Company    Vice President

Vigsnes II, Richard Allan

Senior Vice President

   The Northern Trust Company    Senior Vice President

Wackerlin, Thomas W.

Vice President

   The Northern Trust Company    Vice President

Warland, Jeff M.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Warner, Scott B.

Vice President

   The Northern Trust Company    Vice President

Waters, Courtney

Vice President

   The Northern Trust Company    Vice President

Weaver, Jacob C.

Senior Vice President

   The Northern Trust Company    Senior Vice President

Wennlund, Lloyd A.

Director and Executive

Vice President

  

The Northern Trust Company

Northern Trust Securities, Inc.

   Executive Vice President

Wilczek, Diane M.

Vice President

   The Northern Trust Company    Vice President

Williams, Thomas C.

Vice President

   The Northern Trust Company    Vice President

Winters, Marie C.

Vice President

   The Northern Trust Company    Vice President

Witte, Carrie J.

Vice President

   The Northern Trust Company    Vice President

 

C-36


Name and Position with

Investment Adviser (NTI)

  

Name of Other Company

  

Position with Other Company

Wright, Mary Kay

Vice President

   The Northern Trust Company    Vice President

Yi, Peter

Vice President

   The Northern Trust Company    Vice President

Zymali, Peter M.

Vice President

   The Northern Trust Company    Vice President

Name and Position with

Investment Adviser (NTGIL)

  

Name of Other Company

  

Position with Other Company

Karen Ball

Vice President

   None   

Wayne George Bowers

Executive Vice President

   None   

Thomas Elliott

Vice President

   None   

Lucien Fletcher

Vice President

   None   

Robert Heppell

Senior Vice President

   None   

James Hillery

Senior Vice President

   None   

Susan Kathryn Jackson

Vice President

   None   

Paula M. Kenee

Senior Vice President

   None   

Kai Dirk Leifert

Senior Vice President

   None   

Debbie Moss

Vice President

   None   

Valerie Ann Norton

Vice President

   None   

Jane Pope

Vice President

   None   

Judith Scattergood

Senior Vice President

   None   

Jayne Michelle Turner

Vice President

   None   

Name and Position with

Investment Adviser (NTCC)

  

Name of Other Company

  

Position with Other Company

Benzmiller, Thomas R.

Senior Vice President

   None   

 

C-37


Name and Position with

Investment Adviser (NTCC)

  

Name of Other Company

  

Position with Other Company

Bowman, Biff

Director

   None   

Browne, Robert

Executive Vice President

   Northern Trust Investments, Inc.    Director, Chief Investment Officer and Executive Vice President

Bull, Randall V.

Senior Vice President

   None   

Campbell, Richard C.

Senior Vice President

   None   

Chiaverini, Anthony

Vice President

   None   

Colangelo, Rossana

Antoinette

Senior Vice President

   None   

Cusa, Jonathan Paul

Vice President

   None   

DiCarlo, Robert Dino

Senior Vice President

   None   

Diez, Luis F.

Vice President

   None   

Dorchinecz, Bradley Michael

Senior Vice President

   None   

Driscoll, Jennifer L.

Director

   None   

Duvall, Margret

Senior Vice President

   None   

Eidson, Shannon L.

Senior Vice President

   None   

Finegan, Kelly S.

Vice President

   None   

Fraser, Allison K.

Senior Vice President

   None   

Furnari, Robert

Senior Vice President

   None   

Gallegos, Shawn Miguel

Vice President

   None   

Gyorgy, Robert

Vice President

   None   

 

C-38


Name and Position with

Investment Adviser (NTCC)

  

Name of Other Company

  

Position with Other Company

Hankins, Terry Anthony

Vice President

   None   

Hart, Jessica Kaplan

Senior Vice President

   None   

Herrington, Patrick W.

Senior Vice President & COO

   None   

Hogan, Jason Paul

Vice President

   None   

Karr, Alena A.

Vice President

   None   

Keshner, John O.

Senior Vice President

   None   

Kimsey, Darren Geoffrey

Senior Vice President

   None   

Kresnicka, Kevin T.

Vice President

   None   

Lissuzzo, Anthony

Senior Vice President

   None   

Magyar, Adam J.

Vice President

   None   

Maly, Mark R.

Senior Vice President

   None   

McCareins, John M.

Senior Vice President

   None   

Michaels, Peter M.

Senior Vice President

   None   

Miller, Steven Alan

Senior Vice President

   None   

Moller, William S.

Vice President

   None   

Mooney, Melissa Mary

Vice President

   None   

Morgan, Robert Paul

Senior Vice President

   None   

Morrison, William L.

Director

   The Northern Trust Company    President and COO

 

C-39


Name and Position with

Investment Adviser (NTCC)

  

Name of Other Company

  

Position with Other Company

Mueller, Charles

Director

   The Northern Trust Company    Senior Vice President

Murrihy, Mary J.

Senior Vice President

   None   

Musick, Kenneth L.

Vice President

   None   

Partington, Paul William

Vice President

   None   

Patel, Viraj

Vice President

   None   

Potter, Stephen N.

Director

  

The Northern Trust Co.

Northern Trust Investments, Inc.

  

Executive Vice President

Chairman, President and

Chief Executive Officer

Provanzana, Beth M.

Chief Financial Officer,

Treasurer and Senior Vice

President

   Northern Trust Investments, Inc.   

Senior Vice President and

Director

Robertson, Alan W.

Director

   Northern Trust Investments, Inc.   

Director and

Executive Vice President

Rutley, Todd Andrew

Senior Vice President

   None   

Ruxton, Julie Klindworth

Senior Vice President

   None   

Serfling, John L.

Vice President

   None   

Sikora, Kazimierz J.

Senior Vice President

   None   

Smith, Paul E.

Vice President

   None   

Staley, Nina Brooke

Senior Vice President

   None   

Standring, Melissa Anne

Senior Vice President

   None   

Swenson, Erik T.

Vice President

   None   

Tan, Kevin

Senior Vice President

   None   

 

C-40


Name and Position with

Investment Adviser (NTCC)

  

Name of Other Company

  

Position with Other Company

Vella, Christopher E.

Senior Vice President and

Chief Investment Officer

   None   

Vodolazschi, Victoria V.

Senior Vice President

   None   

Vora, Rajan N.

Vice President

   None   

Waheed, Muzammil

Vice President

   None   

Weber, Ashley E.

Vice President

   None   

Weis, Irene

Vice President

   None   

Wight, Aimee Ann

Vice Preident

   None   

Williams, David R.

Vice President

   None   

Williams, Jeff F.

Vice President

   None   

Woods, Bethany M.

Vice President

   None   

Xifaras, Michael H.

Vice President

   None   

Zanolla, Anthony M.

Senior Vice President

   None   

Allianz Global Investors Capital LLC (“AGI Capital”) is a sub-adviser for the Registrant’s Multi-Manager Small Cap Fund. The principal business address of AGI Capital is 600 West Broadway, San Diego, California 92101. AGI Capital is an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”).

 

Name and Position with

AGI Capital

  

Name of Other Company

  

Position with Other Company

Brian Gaffney,

Chairman, Management Board

   Allianz Global Investors U.S. LLC   

Chairman-Executive Committee,

Managing Director, Chief Executive Officer

Horacio A. Valeiras,

Member-Management Board,

Managing Director,

Chief Investment Officer

   Allianz Global Investors Capital Limited    Director
   Allianz Global Investors U.S. LLC   

Member-Executive Committee,

Member, Compensation Committee

Allianz Global Investors U.S. LLC

 

C-41


Name and Position with

AGI Capital

  

Name of Other Company

  

Position with Other Company

Benno J. Fischer,

Member-Management Board

   NFJ Investment Group LLC   

Member-Management Board,

Managing Director, Executive committee,

Compensation Committee

   Allianz Global Investors U.S. LLC    Member-Executive Committee

Barbara R. Claussen-

Member-Management Board, Chief Risk Officer

   NFJ Investment Group LLC    Managing Director, Chief Operating Officer
   Allianz Global Investors U.S. LLC    Member, Executive Committee

Jill Lohrfink,

Member, Management Board

   Allianz Global Investors U.S. LLC   

Member-Executive Committee and

Managing Director

John Carroll,

Member, Management Board

   Allianz Global Investors Distributors LLC    Managing Director and Chief Executive Officer
   Allianz Global Investors Fund Management LLC    Member-Management Board
   Allianz Global Investors Managed Accounts LLC    Managing Director and Chief Executive Officer
   Allianz Global Investors US LLC    Member-Executive Committee

Udo Frank,

Member-Management Board

   Allianz Global Investors U.S. LLC   

Member-Executive Committee and

Managing Director

Charles H. Field,

Managing Director and Chief Legal Officer and Secretary

   NFJ Investment Group LLC    Chief Legal Officer and Secretary and Member-Compensation Committee
   Allianz Global Investors Solutions LLC    Executive Vice President, Chief Legal Officer and Secretary
   Allianz Global Investors Capital Limited    Director

Michael J. Puntoriero,

Chief Financial Officer

  

Allianz Global Investors Fund

Management LLC

   Chief Financial Officer
   Allianz Global Investors Managed Accounts LLC, Allianz Asset Management of America Holdings Inc., Allianz Global Investors Solutions LLC, Allianz Asset Management U.S. Holding II LLC, NFJ Investment Group LLC, Oppenheimer Group LLC, Pacific Investment Management Company LLC, PIMCO Australia Pty Ltd., PIMCO Canada Holding LLC, PIMCO Canada Corp., PIMCO Europe Limited, PIMCO Global Advisors LLC, PIMCO Japan Ltd., StocksPLUS Management Inc.    Chief Financial Officer

 

C-42


Name and Position with

AGI Capital

  

Name of Other Company

  

Position with Other Company

   Allianz Asset Management of America LLC, Allianz Asset Management of America L.P., Allianz Global Investors U.S. LLC,    Managing Director and Chief Financial Officer
   PIMCO Global Advisors (Resources) Limited;    Director and Chief Financial Officer
   Allianz Global Investors Distributors LLC    Managing Director
Deborah A. Wussow-Hammalian, Senior Vice-President, Chief Compliance Officer, and Deputy Chief Risk Officer    Allianz Global Investors Solutions LLC    Senior Vice President and Chief Compliance Officer

Barbara J. Green,

Member-Management Board

   Allianz Asset Management of America, L.P.    Managing Director, General Counsel

Altrinsic Global Advisors, LLC (“Altrinsic”) is a sub-adviser for the Registrant’s Multi-Manager International Equity Fund. The principal business address of Altrinsic is 8 Sound Shore Drive, Greenwich, CT 06830. Altrinsic is an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”).

 

Name and Position with

Altrinsic

  

Name of Other Company

  

Position with Other Company

John D. Hock,

Director, Managing Member, CIO

   None   

Deborah Judd,

COO, CCO

   None   

Rehan Chaudhri,

Member, Portfolio Manager

   None   

John DeVita,

Member, Portfolio Manager

   None   

Andrew Waight,

Partner

   None    Not Applicable

Srinivas Polaki,

Partner

   None    Not Applicable

Chetar Jindal,

Partner

   None    Not Applicable

Ken Denning,

Partner

   None    Not Applicable

 

C-43


Name and Position with

Altrinsic

  

Name of Other Company

  

Position with Other Company

Rich McCormick,

Partner

   None    Not Applicable

Sam Toy,

Partner

   None    Not Applicable

Dzemal Dervisevic,

Partner

   None    Not Applicable

Robert Lang, III,

Partner

   None    Not Applicable

Niels Anderson,

Partner

   None    Not Applicable

Brian Leamy,

Partner

   None    Not Applicable

Troy Swan,

Director

   None    National Australia Bank, General Manager Boutiques and Joint Ventures, Private Equity Investment

Greg Rogers,

Director

   None    RayLign Advisory LLC, Founder

Axiom International Investors, LLC (“Axiom”) is a sub-adviser for the Registrant’s Multi-Manager Emerging Markets Equity Fund. The principal business address of Axiom is 33 Benedict Place, 2nd Floor, Greenwich, CT 06830. Axiom is an investment adviser registered under the Advisers Act.

 

Name and Position with

Axiom

  

Name of Other Company

  

Position with Other Company

Donald K. Miller, Chairman   

RPM International Inc.

2628 Pearl Road

P.O. Box 777

Medina, Ohio 44258

   Director
Donald K. Miller, Chairman   

Layne Christensen Company

1900 Shawnee Mission Parkway

Mission Woods, KS 66205

   Director

Cardinal Capital Management LLC (“Cardinal”) is a sub-adviser for the Registrant’s Multi-Manager Small Cap Fund. The principal business address of Cardinal is One Greenwich Office Park, Greenwich, CT 06831. Cardinal is an investment adviser registered under the Advisers Act.

 

Name and Position with

Cardinal

  

Name of Other Company

  

Position with Other Company

Amy K. Minella

Managing Partner and Portfolio Manager

   None    None

Eugene Fox

Managing Partner and Portfolio Manager

   None    None

 

C-44


Name and Position with

Cardinal

  

Name of Other Company

  

Position with Other Company

Robert B. Kirkpatrick

Managing Partner and Portfolio Manager

   None    None
Rachel D. Matthews, Partner and Portfolio Manager    None    None

Cohen & Steers Capital Management, Inc. (“Cohen & Steers”) is a sub-adviser for the Registrant’s Multi-Manager Global Real Estate Fund. The principal business address of Cohen & Steers is 280 Park Avenue, New York, NY 10017. Cohen & Steers is an investment adviser registered under the Advisers Act.

 

Name and Position with

Cohen & Steers

  

Name of Other Company

  

Position with Other Company

Robert H. Steers

Co-Chairman and Co-Chief Executive Officer, Director

   None   

Martin Cohen

Co-Chairman and Co-Chief Executive Officer, Director

   None   

Joseph M. Harvey

President

   None   

Adam M. Derechin

Executive Vice President and Chief Operating Officer

   None   

Matthrew S. Stadler

Executive Vice President and Chief Financial Officer

   None   

Frank Poli

Executive Vice President,

General Counsel

   Quantum Sphere Inc.    Director

Douglas R. Bond

Executive Vice President

   None   

William J. Frischling

Executive Vice President

   None   

Stephen Dunn

Executive Vice President

   None   

Delaware Management Company (“Delaware Investments”), a series of Delaware Management Business Trust (“DMBT”), is a sub-adviser for the Registrant’s Multi-Manager Large Cap Fund. The principal business address of Delaware Investments is 2005 Market Street, One Commerce Square, Philadelphia, PA 19103-7094. DMBT is a registered investment adviser under the Advisers Act and a majority-owned subsidiary of Delaware Management Holdings, Inc.(“DMHI”), which is a wholly owned subsidiary of Macquarie Group Limited. The principal business address of DMBT is 2005 Market Street, Philadelphia, PA 19103-7094. Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries.

 

C-45


Name and Position with

Delaware Investments

  

Name of Other Company

  

Position with Other Company

Patrick P. Coyne,

Chairman/President/Chief Executive Officer

   DMBT Kaydon Corp.    Various executive capacities Director

Michael J. Hogan,

Executive Vice President/Head of Equity Investments

   DMBT    Various executive capacities

Philip N. Russo,

Executive Vice President/Chief Administrative Officer

   DMHI    Various executive capacities

See Yeng Quek,

Executive Vice President/Managing Director/Head of

Fixed Income

   DMBT    Various executive capacities

Brian L. Murray, Jr.,

Senior Vice President/ Chief Compliance Officer

   DMBT    Various capacities

David P. O’Connor,

Senior Vice President/ Strategic Investment Relationships and Initiatives/ General Counsel

  

DMBT

Optimum Fund Trust

  

Various executive capacities

Senior Vice President/ Strategic Investment Relationships and Initiatives/ General Counsel/Chief Legal Officer

Richard Salus,

Senior Vice President/Controller/ Treasurer

  

DMBT

Optimum Fund Trust

  

Various capacities

Senior Vice President/Controller/Treasurer

Denver Investment Advisors LLC (“Denver Investments”) is a sub-adviser for the Registrant’s Multi-Manager Small Cap Fund. The principal business address of Denver Investments is 1225 17th Street, 26th Floor, Denver, CO 80202. Denver Investments is an investment adviser registered under the Advisers Act.

 

Name and Position with

Denver Investments

  

Name of Other Company

  

Position with other Company

Todger Anderson, Chairman, Partner and Chief Compliance Officer   

Westcore Funds

1290 Broadway, Ste. 1100

Denver, CO 80203

   President
Jasper Frontz, Vice President   

Westcore Funds

1290 Broadway, Ste. 1100

Denver, CO 80203

  

Treasurer

Chief Compliance Officer

 

C-46


E.I.I. Realty Securities, Inc. (“EII”) is a sub-adviser for the Registrant’s Multi-Manager Global Real Estate Fund. The principal business address of EII is 640 Fifth Avenue, New York, NY 10019. EII is an investment adviser registered under the Advisers Act.

 

Name and Position with

EII

  

Name of Other Company

  

Position with Other Company

None.      

Geneva Capital Management Ltd. (“Geneva”) is a sub-adviser for the Registrant’s Multi-Manager Mid Cap Fund. The principal business address of Geneva is 100 East Wisconsin Avenue, Suite 2550, Milwaukee, WI 53202. Geneva is an investment adviser registered under the Advisers Act.

 

Name and Position with

Geneva

  

Name of Other Company

  

Position with Other Company

Kris Amborn,

COO/CCO

   None   

Amy S. Croen,

Managing Principal

   None   

Michelle J. Picard,

Managing Principal

   None   

William A. Priebe,

Managing Principal

   None   

W. Scott Priebe,

Managing Principal

   None   

Derek J. Pawlak,

Portfolio Manager-Fixed Income

   None   

Hotchkis and Wiley Capital Management, LLC (“Hotchkis & Wiley”) is a sub-adviser for the Registrant’s Multi-Manager Small Cap Fund. The principal place of business of Hotchkis & Wiley is 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017. Hotchkis & Wiley is an investment adviser registered under the Advisers Act.

 

Name and Position with

Hotchkis & Wiley

  

Name of Other Company

  

Position with Other Company

George H. Davis, Jr.

Member of Executive Committee and Chief Executive Officer of HWCM

  

HW Cap Holdings, LLC

725 South Figueroa Street

39th Floor

Los Angeles, CA 90017

  

Member of Executive

Committee and Chief Executive Officer Trustee of HW Funds

Sheldon Lieberman

Member of Executive Committee and Portfolio Manager of HWCM

  

HW Cap Holdings, LLC

725 South Figueroa Street

39th Floor

Los Angeles, CA 90017

   Member of Executive Committee

 

C-47


Name and Position with

Hotchkis & Wiley

  

Name of Other Company

  

Position with Other Company

Nigel Hurst-Brown

Member of Executive Committee of HWCM

  

Hotchkis & Wiley (UK) Limited

26 Cresswell Place

London SW10 9RB

   Chief Executive

Douglas H. Martin

Member of Executive Committee of HWCM

  

Stephens, Inc.

111 Center Street

Little Rock, AR 72201

   Executive Vice President

Anna Marie Lopez

Chief Operating Officer of HWCM

  

HW Cap Holdings, LLC

725 South Figueroa Street

39th Floor

Los Angeles, CA 90017

  

Chief Operating Officer,

President of HW Funds

Jay Menvielle

Chief Operating Officer of HWCM

  

HW Cap Holdings, LLC

725 South Figueroa Street

39th Floor

Los Angeles, CA 90017

  

Chief Financial Officer

Treasurer of HW Funds

Tina Kodama

Chief Compliance Officer of HWCM

  

HW Cap Holdings, LLC

725 South Figueroa Street

39th Floor

Los Angeles, CA 90017

  

Chief Compliance Officer

Chief Compliance Officer of HW Funds

CBRE Clarion Securities, LLC (“CBRE Clarion”) is a sub-adviser for the Registrant’s Multi-Manager Global Real Estate Fund. The principal business address of CBRE Clarion is 201 King of Prussia Road, Suite 600, Radnor, PA 19087. CBRE Clarion is an investment adviser registered under the Advisers Act.

 

Name and Position with

CBRE Clarion

  

Name of Other Company

  

Position with Other Company

Jarrett B. Kling,

Managing Director

Head of Sales

  

HC Capial Trust

575 E. Swedesford Road

Wayne, PA 19807

   Trustee

Jennison Associates LLC (“Jennison”) is a sub-adviser for the Registrant’s Multi-Manager Large Cap Fund. The principal business address of Jennison is 466 Lexington Avenue, New York, NY 10017. Jennison is an investment adviser registered under the Advisers Act.

 

Name and Position with

Jennison

  

Name of Other Company

  

Position with Other Company

Spiros Segalas,

President, Chief Investment Officer and Director

   None   

Deborah Hope Wedgeworth,

Director

   None   

Dennis Miles Kass,

Chairman & Director

   None   

Stephanie Willis,

Senior Vice President & Chief Compliance Officer

   None   

 

C-48


Name and Position with

Jennison

  

Name of Other Company

  

Position with Other Company

Mehdi Asif Mahmud,

Chief Executive Officer & Director

   None   

Kenneth Moore,

Executive Vice President & Chief Operating Officer

   None   

Leslie Rolison,

Executive Vice President Chief Administrative Officer

   None   

Mirry Melissa Hwang,

Senior Vice President and Secretary (Functions as Chief Legal Officer)

   None   
Ronald Keith Andrews, Director    None   
Kathleen McCarragher, Director    None   

Joseph Michael Carrabes,

Executive Vice President & Head of Institutional Sales and Client Service

   None   
Jonathan R. Longley, Director    None   
Judy Rice, Director    None   
Joel Allen Smith, Director    None   

Stuart Sherman Parker,

Executive Vice President and Head of Retail

   None   
David Hunt, Director    None   

John David Coon,

Managing Director and Head of Retail

   None   

Loomis, Sayles & Company, L.P. (“Loomis Sayles”) is a sub-adviser for the Registrant’s Multi-Manager High Yield Opportunity Fund. The principal business address of Loomis Sayles is One Financial Center, Boston, Massachusetts 02111. Loomis Sayles is an investment adviser registered under the Advisers Act.

 

Name and Position with

Loomis Sayles

  

Name of Other Company

  

Position with Other Company

Robert James Blanding,

Chairman of the Board, CEO

and President

   Loomis Sayles Funds I   

CEO since July 2003

Trustee since October 2002

President since August 2002

 

C-49


Name and Position with

Loomis Sayles

  

Name of Other Company

  

Position with Other Company

   Loomis Sayles Funds II   

CEO since July 2003

Trustee since October 2002

   Natixis Funds Trust I, II, III and IV    Trustee since June 2003
   Natixis Cash Management Trust    Trustee since June 2003
   Gateway Trust    Trustee since June 2007
   Hansberger International Series    Trustee since September 2007
  

Loomis Sayles

Distributors, Incorporated

   Director since September 1996
  

Natixis Investment Services Japan,

Ltd.

   Director from July 2001 to December 2008
  

Natixis Global Associates Japan

Co., Ltd.

   Director since November 2000
   Loomis Sayles Investments Limited    Director since May 2011
Jae Park, Executive Vice President and Chief Investment Officer-Fixed Income    None   
Daniel Joseph Fuss, Executive Vice President, Vice Chairman of the Board and Portfolio Manager    Loomis Sayles Funds I   

Executive Vice President since

November 2002

   Loomis Sayles Funds II   

Executive Vice President since

November 2002

LSV Asset Management (“LSV”) is a sub-adviser for the Registrant’s Multi-Manager Mid Cap Fund. The principal business address of LSV is 155 North Wacker Drive, Chicago, IL 60606. LSV is an investment adviser registered under the Advisers Act.

 

Name and Position with

LSV

  

Name of Other Company

  

Position with Other Company

Tremaine Atkinson,

Partner, COO, CCO

   None   

Josef Lakonishok,

Partner, CEO, CIO,

Portfolio Manager

   None   

Menno Vermeulen, CFA,

Partner, Portfolio Manager, Senior Quantitative Analyst

   None   

 

C-50


Marsico Capital Management, LLC (“MCM”) is a sub-advisor for the Registrant’s Multi-Manager Large Cap Fund. The principal business address is 1200 17th Street, Suite 1600, Denver, CO 80202. The sole business activity of MCM is to serve as an investment adviser. Marsico is registered under the Investment Advisers Act of 1940, as amended.

 

Name and Position with

MCM

  

Name of Other Company

  

Position with Other Company

Thomas F. Marsico,

Chief Executive Officer and

Chief Investment Officer

     

Christopher J. Marsico,

President

     

Steven R. Carlson,

Executive Vice President and

Chief Compliance Officer

     

Neil Gloude,

Executive Vice President, Chief Financial Officer and Treasurer

     

Kenneth Johnson,

Executive Vice President and Director of Marketing and Client Services

     

Thomas M.J. Kerwin,

Executive Vice President, General Counsel and Secretary

     

James G. Gendelman,

Vice President, Senior Research Analyst and Portfolio Manager

     

Neuberger Berman Fixed Income LLC (“NBFI”) is a sub-adviser for the Registrant’s Multi-Manager High Yield Opportunity Fund. The principal business address of NBFI is 190 South LaSalle Street, Suite 2400, Chicago, IL 60603. NBFI is an investment adviser registered under the Advisers Act.

 

Name and Position with

NBFI

  

Name of Other Company

  

Position with Other Company

None      

NFJ Investment Group LLC (“NFJ”) is a sub-adviser for the Registrant’s Multi-Manager International Equity Fund. The principal business address of NFJ is 2100 Ross Avenue, Suite 700, Dallas, TX 75201. NFJ is an investment adviser registered under the Advisers Act.

 

C-51


Name and Position with

NFJ

  

Name of Other Company

  

Position with Other Company

Benno J. Fischer

Managing Director,

Executive Committee,

Compensation Committee

   Allianz Global Investors Capital LLC   

Member-Management

Board

Paul A. Magnuson

Managing Director

   None    None

Barbara Claussen

Managing Director,

Chief Operating Officer

   Allianz Global Investors Capital LLC    Member-Management Board and Chief Risk Officer

Michael J. Puntoriero

Chief Financial Officer

  

Allianz Global Investors Fund

Management LLC

   Chief Financial Officer
   Allianz Global Investors Managed Accounts LLC, Allianz Asset Management of America Holdings, Inc., Allianz Global Investors Solutions LLC, Allianz Asset Management U.S. Holding II LLC, Allianz Global Investors Capital, LLC, Oppenheimer Group, LLC, Pacific Investment Management Company LLC, PIMCO Australia Pty Ltd., PIMCO Canada Holding LLC, PIMCO Canada Corp., PIMCO Europe Limited, PIMCO Global Advisors LLC, PIMCO Japan Ltd., StocksPLUS Management Inc.    Chief Financial Officer
  

Allianz Asset Management of America LLC,

Allianz Asset Management of America L.P.,

Allianz Global Investors U.S. LLC,

   Managing Director and Chief Financial Officer
   PIMCO Global Advisors (Resources) Limited    Director and Chief Financial Officer
   Allianz Global Investors Distributors LLC    Managing Director

Patti Alamanza

Senior Vice President

and Chief Compliance Officer

   None    None

Charles H. Field

Chief Legal Officer and Secretary

   Allianz Global Investors Capital LLC    Managing Director and Chief Legal Officer
   Allianz Global Investors Solutions LLC    Executive Vice President, Chief Legal Officer, and Secretary
   Allianz Global Investors Capital Limited    Director

 

C-52


Name and Position with

NFJ

  

Name of Other Company

  

Position with Other Company

R. Burns McKinney,

Managing Director

   None    None

Thomas Oliver,

Managing Director

   None    None

Northern Cross, LLC (“Northern Cross”) is a sub-adviser for the Registrant’s Multi-Manager International Equity Fund. The principal business address of Northern Cross is 125 Summer Street, Boston, Massachusetts 02110. Northern Cross is an investment adviser registered under the Advisers Act.

 

Name and Position with

Northern Cross

  

Name of Other Company

  

Position with Other Company

Howard Appelby, CFA    None   
Principal      
Jean-Francois Ducrest    None   
Principal      
James LaTorre, CFA    None   
Principal      
Edward E. Wendell, Jr.    None   
Principal      

NWQ Investment Management Company, LLC (“NWQ”) is a sub-adviser for the Registrant’s Multi-Manager Large Cap Fund. The principal business address of NWQ is 2049 Century Park East, 16th Floor, Los Angeles, CA 90067. NWQ is an investment adviser registered under the Advisers Act.

 

Name and Position with

NWQ

  

Name of Other Company

  

Position with Other Company

Jon D. Bosse, CFA,    None    None
Co-President, CIO, Managing Director and Portfolio Manager      

PanAgora Asset Management, Inc. (“PanAgora”) is a sub-adviser for the Registrant’s Multi-Manager Emerging Markets Equity Fund. The principal business address of PanAgora is 470 Atlantic Avenue, 8th Floor, Boston, MA 02210. PanAgora is an investment adviser registered under the Advisers Act.

 

Name and Position with

PanAngora

  

Name of Other Company

  

Position with Other Company

None      

Pzena Investment Management, LLC, (“Pzena”) is a sub-adviser for the Registrant’s Multi-Manager Emerging Markets Equity Fund. The principal business address of Pzena is 120 West 45th Street, 20th Floor, New York, NY 10036. Pzena is an investment adviser registered under the Advisers Act.

 

C-53


Name and Position with

Pzena

  

Name of Other Company

  

Position with Other Company

Richard S. Pzena, Founder,

Managing Principal and Co-Chief Investment Officer

  

Assura Group of NY Ltd.

120 West 45th Street 15th Floor

New York, NY 10036

  

Chairman of Board

of Directors

Riverbridge Partners, LLC (“Riverbridge”) is a sub-adviser for the Registrant’s Multi-Manager Small Cap Fund. The principal business address of Riverbridge is 801 Nicollet Mall, Suite 600, Minneapolis, MN 55402. Riverbridge is an investment adviser registered under the Advisers Act.

 

Name and Position with

Riverbridge

  

Name of Other Company

  

Position with Other Company

Mark A. Thompson

Chief Investment Officer

  

Wiland Direct, Inc.

6309 Monarch Park Place, Ste. 201

Longmont, CO 80503

   Member of the Board of Trustees
  

LaCorr Investment Trust

261 School Avenue, 4th Floor

Excelsior, MN 55331

   Trustee

Stone Harbor Investment Partners LP (“Stone Harbor”) is a sub-adviser for the Registrant’s Multi-Manager High Yield Opportunity Fund. The principal business address of Stone Harbor is 31 West 52nd Street, 16th Floor, New York, NY 10019. Stone Harbor is an investment adviser registered under the Advisers Act.

 

Name and Position with

Stone Harbor

  

Name of Other Company

  

Position with Other Company

None.      

Systematic Financial Management LP (“Systematic”) is a sub-adviser for the Registrant’s Multi-Manager Mid Cap Fund. The principal business address of Systematic is 300 Frank W. Burr Blvd., Teaneck, NJ 07666. Systematic is an investment adviser registered under the Advisers Act.

 

Name and Position with Systematic

  

Name of Other Company

  

Position with Other Company

Karen E. Kohler,    None   

Chief Operating Officer and

Chief Compliance Officer, Managing Partner

     

D. Kevin McCreesh, CFA,

Chief Investment Officer, Managing Partner

   None   

Kenneth W. Burgess, CFA,

Portfolio Manager, Managing Partner

   None   

Ronald M. Mushock, CFA,

Portfolio Manager, Managing Partner

   None   

 

C-54


Name and Position with

Systematic

  

Name of Other Company

  

Position with Other Company

Greg Wood,

Head Trader, Managing Partner

   None   

James Wallerius,

Senior Vice President of Marketing and Client Service, Partner

   None   

Roger Chang,

Vice President and Senior Equity Trader, Partner

   None   
Eoin E. Middaugh, CFA, Portfolio Manager, Managing Partner    None   

Joseph M. Sharma, CFA

Portfolio Manager, Partner

   None   

Aman R. Patel, CFA

Assistant Portfolio Manager and Senior Equity Analyst, Partner

   None   

TCW Investment Management Company (“TCW”) is a sub-adviser for the Registrant’s Multi-Manager Mid Cap Fund. The principal business address of TCW is 865 South Figueroa Street, Los Angeles, CA 90017. TCW is an investment adviser registered under the Advisers Act.

 

Name and Position with

TCW

  

Name of Other Company

  

Position with Other Company

Marc I. Stern,

Vice Chairman and Chief Executive Officer

  

California Institute of Technology

California Science Center

DataDirect Networks Inc.

Qualcomm Incorporated

Rockefeller & Co., Inc and

Rockefeller Financial Services, Inc.

   Director

Michael E. Cahill,

Executive Vice President and General Counsel

  

Constitutional Rights Foundation

Southwestern University School of Law

   Director

David S. DeVito,

Executive Vice President and Chief Administrative Officer

  

Archdiocese of Los Angeles

Loyola High School

YMCA of Metropolitan

Los Angeles

   Director

Robert A. Day,

Chairman

  

Claremont McKenna College

Foley Timber & Land Co.

Société Générale

Turbine Air Systems

   Director

 

C-55


Trilogy Global Advisors, LP (“Trilogy”) is a sub-adviser for the Registrant’s Multi-Manager Emerging Markets Equity Fund. The principal business address of Trilogy is 1114 Avenue of the Americas, 28th Floor, New York, NY 10036. Trilogy is an investment adviser registered under the Advisers Act.

 

Name and Position with

Trilogy

  

Name of Other Company

  

Position with Other Company

None

     

Westwood Global Investments LLC (“Westwood”) is a sub-adviser for the Registrant’s Multi-Manager Emerging Markets Equity Fund. The principal business address of Westwood is 99 Summer Street, Suite 1130, Boston, MA 02110. Westwood is an investment adviser registered under the Advisers Act.

 

Name and Position with

Westwood

  

Name of Other Company

  

Position with Other Company

None.      

William Blair & Company, LLC (“William Blair”) is a sub-adviser for the Registrant’s Multi-Manager International Equity Fund. The principal business address of William Blair is 222 West Adams Street, Chicago, IL 60606. William Blair is an investment adviser registered under the Advisers Act.

 

Name and Position with

William Blair

  

Name of Other Company

  

Position with Other Company

Timothy L. Burke, CFO    None   

Edgar D. Coolidge, III,

Vice Chairman

   None   

John R. Ettelson,

President, CEO, Executive Committee Member

   None   

Brent Gledhill,

Executive Committee Member

   None   

William G. Grieg,

Executive Committee Member

   None   

Richard P. Kiphart,

Executive Committee Member

  

Lime Energy

Nature Vision Inc.

Ranir Corp.

  

Director

Director

Director

John C. Moore,

Executive Committee Member

   None   

Michelle R. Seitz,

Executive Committee Member

   None   

 

C-56


Name and Position with

William Blair

  

Name of Other Company

  

Position with Other Company

Richard W. Smirl,

Investment Advisor COO

   None   

Walter R. Randall,

Investment Adviser CCO

   None   

Kenneth Wagner,

Broker-Dealer CCO

   None   

Arthur Simon,

Executive Committee Member, General Counsel

   None   

Thomas W. Pace,

Director of Operations

   None   

WBC Holdings, L.P.,

Holding Company

   None   

 

ITEM 32. PRINCIPAL UNDERWRITERS

 

  (a) Northern Funds Distributors, LLC (“the Distributor”) serves as principal underwriter for the following companies registered under the Investment Company Act of 1940, as amended, as of July 23, 2012:

Northern Funds

Northern Institutional Funds

 

  (b) The following is a list of the managers and officers of the Distributor, none of whom serve as an officer of the Registrant. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101:

 

Name

  

Address

  

Position(s) with Distributor

Mark A. Fairbanks   

Three Canal Plaza

Suite 100 Portland, ME 04101

   President and Manager
Richard J. Berthy   

Three Canal Plaza

Suite 100 Portland, ME 04101

   Vice President, Treasurer and Manager
Jennifer E. Hoopes   

Three Canal Plaza

Suite 100 Portland, ME 04101

   Secretary
Nanette K. Chern   

Three Canal Plaza

Suite 100 Portland, ME 04101

   Vice President and Chief Compliance Officer
Lisa S. Clifford   

Three Canal Plaza

Suite 100 Portland, ME 04101

   Vice-President and Director of Compliance
Nishant Bhatnagar   

Three Canal Plaza

Suite 100 Portland, ME 04101

   Assistant Secretary

 

  (c) Not Applicable

 

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

The Agreement and Declaration of Trust, By-Laws and minute books of the Registrant and all other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are in the physical possession of The Northern Trust Company and NTI, each located at 50 South LaSalle Street, Chicago, Illinois 60603. Records for Northern Funds Distributors, LLC, the distributor, are located at Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

C-57


ITEM 34. MANAGEMENT SERVICES

Not Applicable.

 

ITEM 35. UNDERTAKINGS

Not Applicable.

 

C-58


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 88 pursuant to Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 88 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th day of August, 2012.

 

NORTHERN FUNDS
By:  

/s/ Lloyd A. Wennlund

  Lloyd A. Wennlund
  President

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 88 to Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Name

  

Title

 

Date

/s/ Lloyd A. Wennlund

Lloyd A. Wennlund

  

President (Principal Executive Officer)

  August 8, 2012

/s/ Randal Rein

Randal Rein

  

Treasurer

(Principal Financial Officer and Principal

Accounting Officer)

  August 8, 2012

* William L. Bax

William L. Bax

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Edward J. Condon, Jr.

Edward J. Condon, Jr.

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Sharon Gist Gilliam

Sharon Gist Gilliam

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Sandra Polk Guthman

Sandra Polk Guthman

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Michael H. Moskow

Michael H. Moskow

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Richard P. Strubel

Richard P. Strubel

  

Trustee

Multi-Manager Funds

  August 8, 2012

* Casey J. Sylla

Casey J. Sylla

  

Trustee

Multi-Manager Funds

  August 8, 2012

 

By:  

/s/ Lloyd A. Wennlund

  Lloyd A. Wennlund
  Attorney-in-fact

 

* Pursuant to a power of attorney incorporated by reference (Accession No. 0001193125-12-275500)


EXHIBIT INDEX

 

Exhibit No.

  

Description

(i)    Opinion of Drinker Biddle & Reath LLP.