NORTHERN FUNDS, 497, 1999-07-30

NORTHERN FUNDS
497, 1999-07-30

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<PAGE> 1
NORTHERN MONEY MARKET FUNDS

- Money Market Fund
- U.S. Government Money Market Fund
- U.S. Government Select Money Market Fund
- Municipal Money Market Fund
- California Municipal Money Market Fund

Prospectus dated July 16, 1999

An investment in a Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. An investment in a Fund involves investment risks, including possible
loss of principal.

Although each of the Funds seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Funds.

The California Municipal Money Market Fund is not available in certain states.
Please call 1-800-595-9111 to determine the availability in your state.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

Page 1
<PAGE> 2
CONTENTS

<TABLE>
<CAPTION>
PAGE
- -------------------------------------------------------
<S> <C>
RISK/RETURN SUMMARY
Information about the objectives, principal
strategies and risk characteristics of each Fund

FUNDS
- - Money Market Fund 5
- - U.S. Government Money Market Fund 6
- - U.S. Government Select Money Market Fund 7
- - Municipal Money Market Fund 8
- - California Municipal Money Market Fund 9
- -------------------------------------------------------
PRINCIPAL INVESTMENT RISKS 10
- -------------------------------------------------------
FUND PERFORMANCE
- - Money Market Fund 13
- - U.S. Government Money Market Fund 14
- - U.S. Government Select Money Market Fund 15
- - Municipal Money Market Fund 16
- - California Municipal Money Market Fund 17
- -------------------------------------------------------
FUND FEES AND EXPENSES 18
- -------------------------------------------------------
MANAGEMENT OF THE FUNDS
Details that apply to the Funds as a group

INVESTMENT ADVISER 21
- -------------------------------------------------------
ADVISORY FEES 21
- -------------------------------------------------------
FUND MANAGEMENT 21
- -------------------------------------------------------
OTHER FUND SERVICES 21
- -------------------------------------------------------
ABOUT YOUR ACCOUNT
How to open, maintain and close an account
- -------------------------------------------------------
PURCHASING AND SELLING SHARES 22
- - Purchasing Shares 22
- - Opening an Account 22
- - Selling Shares 24
- -------------------------------------------------------
ACCOUNT POLICIES AND OTHER INFORMATION 26
- - Calculating Share Price 26
- - Timing of Purchase Requests 26
- - Social Security/Tax Identification
Number 26
- - In-Kind Purchases and Redemptions 26
- - Miscellaneous Purchase Information 26
- - Timing of Redemption and Exchange
Requests 27
- - Payment of Redemption Proceeds 27
- - Miscellaneous Redemption Information 27
- - Exchange Privileges 28
- - Telephone Transactions 28
- - Making Changes to Your Account
Information 28
- - Signature Guarantees 28
- - Business Day 28
- - Early Closings 28
- - Authorized Intermediaries 28
</TABLE>

Page 2
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
- -------------------------------------------------------
<S> <C>
- - Service Organizations 29
- - Shareholder Reports 29
- -------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS 30
- -------------------------------------------------------
TAX CONSIDERATIONS 30
- -------------------------------------------------------
TAX TABLE 31
- -------------------------------------------------------
YEAR 2000 ISSUES 32
- -------------------------------------------------------
RISKS, SECURITIES, TECHNIQUES AND
FINANCIAL INFORMATION

RISKS, SECURITIES AND TECHNIQUES

- - Additional Information on Fund Risks,
Securities and Techniques 33
- -------------------------------------------------------
- - Fund Financial Highlights 40
- -------------------------------------------------------
FOR MORE INFORMATION

ANNUAL/SEMIANNUAL REPORT 43
- -------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION 43
</TABLE>

Page 3
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RISK/RETURN SUMMARY

NORTHERN FUNDS IS A FAMILY OF NO-LOAD MUTUAL FUNDS THAT OFFERS A SELECTION OF
FUNDS TO INVESTORS, EACH WITH A DISTINCT INVESTMENT OBJECTIVE AND RISK/REWARD
PROFILE.

The descriptions on the following pages may help you choose the Fund or Funds
that best fit your investment needs. Keep in mind, however, that no Fund can
guarantee it will meet its investment objective, and no Fund should be relied
upon as a complete investment program.

This Prospectus describes Northern Funds' five money market funds (the "Funds").
Northern Funds' twelve fixed income and ten equity funds are described in a
separate Prospectus.

The Funds seek to maintain a stable net asset value of $1.00 per share.
Consistent with this policy, each of the Funds:

- Limits its dollar-weighted average portfolio maturity to 90 days
or less;

- Buys securities with remaining maturities of 397 days or less
(except for certain variable and floating rate instruments and
securities collateralizing repurchase agreements); and

- Invests only in U.S. dollar-denominated securities that
represent minimal credit risks.

In addition, each Fund limits its investments to "Eligible Securities" as
defined by the Securities and Exchange Commission ("SEC"). Eligible Securities
include, generally, securities that either (a) have short-term debt ratings at
the time of purchase in the two highest rating categories or (b) are issued or
guaranteed by, or otherwise allow a Fund to demand payment from, an issuer with
those ratings. Securities that are unrated (including securities of issuers that
have long-term but not short-term ratings) may be deemed to be Eligible
Securities if determined to be of comparable quality by The Northern Trust
Company ("Northern Trust") under the direction of the Board of Trustees.
Securities in which the Funds invest may not earn as high a level of income as
long-term or lower quality securities, which generally have greater market risk
and more fluctuation in market value.

In accordance with current SEC regulations, each Fund will not invest more than
5% of the value of its total assets at the time of purchase in the securities of
any single issuer. However, the California Municipal Money Market Fund may
invest up to 25% of its total assets in fewer than 5 issuers, and the other
Funds may invest up to 25% of their total assets in the securities of a single
issuer for up to three Business Days. These limitations do not apply to cash,
certain repurchase agreements, U.S. government securities or securities of other
investment companies. In addition, securities subject to certain unconditional
guarantees and securities that are not "First Tier Securities" as defined by the
SEC are subject to different diversification requirements as described in the
Statement of Additional Information.

In addition to the instruments described on the pages below, each Fund may use
various investment techniques in seeking its investment objective. You can learn
more about these techniques and their related risks by reading "Risks,
Securities and Techniques" beginning on page 33 of this Prospectus and the
Statement of Additional Information.

Page 4
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RISK/RETURN SUMMARY

MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks its objective by investing in a broad
range of government, bank and commercial obligations that are available in the
money markets, including:

- U.S. dollar-denominated obligations of U.S. banks with total
assets in excess of $1 billion (including obligations of foreign
branches of such banks);

- U.S. dollar-denominated obligations of foreign commercial banks
where such banks have total assets in excess of $5 billion;

- High-quality commercial paper and other obligations issued or
guaranteed by U.S. and foreign corporations and other issuers;

- Corporate bonds, notes, paper and other instruments that are of
high-quality;

- Asset-backed securities;

- Securities issued or guaranteed as to principal and interest by
the U.S. government or by its agencies or instrumentalities and
custodial receipts with respect thereto;

- U.S. dollar-denominated securities issued or guaranteed by one
or more foreign governments or political subdivisions, agencies
or instrumentalities;

- Repurchase agreements relating to the above instruments; and

- Municipal securities issued or guaranteed by state or local
governmental bodies.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure and
guarantor risks. See page 10 for these risks and other primary investment risks
common to all Funds.

Page 5
<PAGE> 6
RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks its objective by investing in:

- Securities issued or guaranteed as to principal and interest by
the U.S. government, its agencies or instrumentalities;

- Repurchase agreements relating to such securities; and

- Custodial receipts representing interests in U.S. government
securities.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, prepayment, debt extension, U.S. government securities,
counterparty failure and guarantor risks. See page 10 for these risks and other
primary investment risks common to all Funds.

Page 6
<PAGE> 7
RISK/RETURN SUMMARY

U.S. GOVERNMENT SELECT MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks its objective by investing exclusively in
securities issued or guaranteed as to principal and interest by the U.S.
government, its agencies or instrumentalities. Under normal market conditions,
the Fund will seek to acquire only those U.S. government securities the interest
upon which is generally exempt from state income taxation. These securities
include obligations issued by the U.S. Treasury and certain U.S. government
agencies and instrumentalities, such as the Federal Home Loan Bank and the
Federal Farm Credit Bank Funding Corp.

When appropriate securities that are exempt from state taxes are unavailable,
the Fund may also invest in non-exempt U.S. government securities and cash
equivalents including money market funds and time deposits with a maturity of
three months or less, and may hold uninvested cash.

Page 7
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RISK/RETURN SUMMARY

MUNICIPAL MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide, to the extent consistent with the preservation of
capital and prescribed portfolio standards, a high level of income exempt from
regular Federal income tax by investing primarily in municipal instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks to achieve its objective by investing
primarily in high-quality short-term municipal instruments. Municipal
instruments are debt instruments the interest on which is, in the opinion of
bond counsel or counsel for the issuers, exempt from regular Federal income tax
("municipal instruments"). These may include:

- Fixed and variable rate notes and similar debt instruments;

- Tax-exempt commercial paper;

- Municipal bonds, notes, paper or other instruments; and

- Municipal bonds and notes which are guaranteed as to principal
and interest or backed by the U.S. government or its agencies or
instrumentalities.

Under normal circumstances, at least 80% of the Fund's annual gross income will
be derived from municipal instruments. Under normal market conditions,
investments in taxable instruments will not exceed 20% of the value of the total
assets of the Fund. During temporary defensive periods, however, the Fund may
hold uninvested cash or invest all or any portion of its assets in taxable
instruments.

The Fund is not limited in the amount of its assets that may be invested in AMT
obligations ("private activity bonds") the interest on which may be treated as
an item of tax preference to shareholders under the Federal alternative minimum
tax. To the extent the Fund invests in AMT obligations, some portion of the
Fund's dividends may be subject to the alternative minimum tax.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure,
guarantor, concentration and tax risks. See page 10 for these risks and other
primary investment risks common to all Funds.

Page 8
<PAGE> 9
RISK/RETURN SUMMARY

CALIFORNIA MUNICIPAL MONEY MARKET FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks to achieve its objective by investing
primarily in high-quality short-term instruments, the interest on which is
exempt from regular Federal income tax and California state personal income tax.
These may include:

- Fixed and variable rate notes and similar debt instruments;

- Tax-exempt commercial paper;

- Municipal bonds, notes, paper or other instruments; and

- Municipal bonds and notes which are guaranteed as to principal
and interest or backed by the U.S. government or its agencies or
instrumentalities.

Under normal circumstances, at least 80% of the Fund's annual gross income will
be derived from municipal instruments and at least 65% of the Fund's total
assets will be invested in instruments the interest on which is exempt from
California state personal income tax ("California municipal instruments"). Under
normal market conditions, investments in taxable instruments will not exceed 20%
of the value of the total assets of the Fund. During temporary defensive
periods, however, the Fund may hold uninvested cash or invest all or any portion
of its assets in taxable instruments.

The Fund is "non-diversified" under the Investment Company Act of 1940, as
amended (the "1940 Act").

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure,
guarantor, concentration, tax and non-diversification risks. See page 10 for
these risks and other primary investment risks common to all Funds.

Page 9
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RISK/RETURN SUMMARY

PRINCIPAL INVESTMENT RISKS

All investments carry some degree of risk which will affect the value of a
Fund's investments and its investment performance.

AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. ALTHOUGH THE FUNDS SEEK TO PRESERVE THE VALUE OF YOUR INVESTMENT AT
$1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS.

The following summarizes the principal risks that apply to the Funds.

RISKS THAT APPLY TO ALL FUNDS

- - STABLE NAV RISK is the risk that the Money Market Funds will not be able to
maintain a net asset value per share of $1.00 at all times.

- - INTEREST RATE/MATURITY RISK is the risk that during periods of rising
interest rates, a Fund's yield (and the market value of its securities)
will tend to be lower than prevailing market rates; in periods of falling
interest rates, a Fund's yield (and the market value of its securities)
will tend to be higher. The magnitude of these changes will often be
greater for longer-term fixed income securities than shorter-term
securities.

- - CREDIT (OR DEFAULT) RISK is the risk that an issuer of fixed income
securities held by a Fund may default on its obligation to pay interest and
repay principal. Generally, the lower the credit rating of a security, the
greater risk that the issuer of the security will default on its
obligation. High quality securities are generally believed to have a
relatively low degree of credit risk.

- - PREPAYMENT (OR CALL) RISK is the risk that an issuer will exercise its
right to pay principal on an obligation held by a Fund (such as a
mortgage-backed security) earlier than expected. This may happen during a
period of declining interest rates. Under these circumstances, a Fund may
be unable to recoup all of its initial investment and will suffer from
having to reinvest in lower yielding securities. The loss of higher
yielding securities and the reinvestment at lower interest rates can reduce
the Fund's income, total return and share price.

- - DEBT EXTENSION RISK is the risk that an issuer will exercise its right to
pay principal on an obligation held by a Fund (such as a mortgage-backed
security) later than expected. This may happen during a period of rising
interest rates. Under these circumstances, the value of the obligation will
decrease and the Fund will suffer from the inability to invest in higher
yielding securities.

- - U.S. GOVERNMENT SECURITIES RISK is the risk that the U.S. government will
not provide financial support to U.S. government agencies,
instrumentalities or sponsored enterprises if it is not obligated to do so
by law.

- - COUNTERPARTY FAILURE RISK is the risk that an issuer of a security, or a
bank or other financial institution that has entered into a repurchase
agreement, may default on its payment obligations.

- - GUARANTOR (OR CREDIT ENHANCEMENT) RISK is the risk that changes in credit
quality of a U.S. or foreign bank, insurance company or other financial
institution could cause a Fund's investments in securities backed by
guarantees, letters of credit, insurance or other credit enhancements by
such bank or institution to decline in value.

- - MANAGEMENT RISK is the risk that a strategy used by the investment
management team may fail to produce the intended results.

- - LIQUIDITY RISK is the risk that a Fund will not be able to pay redemption
proceeds within the time periods described in this Prospectus because of
unusual market conditions, an unusually high volume of redemption requests
or other reasons.

Page 10
<PAGE> 11
RISK/RETURN SUMMARY

- - YEAR 2000 RISK is the risk that a Fund's operations or value will be
adversely affected by the "Year 2000 Problem." This risk may be of greater
significance with respect to a Fund's investments in the securities of
foreign issuers. (For more information, please see "Year 2000 Issues" on
page 32.)

RISKS THAT APPLY PRIMARILY TO THE MUNICIPAL MONEY MARKET AND CALIFORNIA
MUNICIPAL MONEY MARKET FUNDS

- - CONCENTRATION RISK is the risk that a Fund may be more sensitive to an
adverse economic, business or political development if it invests more than
25% of its assets in the municipal instruments of issuers in the same
state, in municipal instruments the interest upon which is paid solely from
revenues of similar projects, or in industrial development bonds.

- - TAX RISK is the risk that future legislative or administrative changes or
court decisions may materially affect the ability of a Fund to pay
tax-exempt dividends.

RISK THAT APPLIES PRIMARILY TO THE CALIFORNIA MUNICIPAL MONEY MARKET FUND

- - NON-DIVERSIFICATION RISK is the risk that a non-diversified Fund may be
more susceptible to adverse developments affecting any single issuer, and
more susceptible to greater losses because of these developments.

More information about the risks of investing in the Funds is provided in
"Risks, Securities and Techniques" beginning on page 33 of this Prospectus. You
should carefully consider the risks discussed in this section and "Risks,
Securities and Techniques" before investing in a Fund.

Page 11
<PAGE> 12
RISK/RETURN SUMMARY

FUND PERFORMANCE

The bar charts and tables below provide an indication of the risks of investing
in a Fund by showing changes in the performance of a Fund from year to year. The
bar charts and tables assume reinvestment of dividends and distributions. A
Fund's past performance is not necessarily an indication of how the Fund will
perform in the future. Performance reflects expense limitations that were in
effect during the periods presented. If expense limitations were not in place, a
Fund's performance would have been reduced.

Page 12
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RISK/RETURN SUMMARY

MONEY MARKET FUND

<TABLE>
<CAPTION>
[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------
<S> <C>
1995: 5.71%
1996: 5.08%
1997: 5.25%
1998: 5.19%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.14%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.44%
Worst Quarter Return: Q2 '96 1.22%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
1-Year Since Inception
------ ---------------
<S> <C> <C>
MONEY MARKET FUND (Inception 4/11/94) 5.19% 5.15%
</TABLE>

- --------------------------------------------------------------------------------

THE 7-DAY YIELD FOR THE FUND AS OF DECEMBER 31, 1998: 4.81%. YOU MAY CALL
1-800-595-9111 TO OBTAIN THE CURRENT 7-DAY YIELD.

Page 13
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RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET FUND

<TABLE>
<CAPTION>
[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------
<S> <C>
1995: 5.62%
1996: 4.96%
1997: 5.14%
1998: 5.11%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.11%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.42%
Worst Quarter Return: Q4 '98 1.18%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
1-Year Since Inception
------ ---------------
<S> <C> <C>
U.S. GOVERNMENT MONEY
MARKET FUND (Inception 4/11/94) 5.11% 5.05%
</TABLE>

- --------------------------------------------------------------------------------

THE 7-DAY YIELD FOR THE FUND AS OF DECEMBER 31, 1998: 4.56%. YOU MAY CALL
1-800-595-9111 TO OBTAIN THE CURRENT 7-DAY YIELD.

Page 14
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RISK/RETURN SUMMARY

U.S. GOVERNMENT SELECT MONEY MARKET FUND

<TABLE>
<CAPTION>
[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------
<S> <C>
1995: 5.75%
1996: 5.09%
1997: 5.21%
1998: 5.03%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.10%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.45%
Worst Quarter Return: Q4 '98 1.17%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
1-Year Since Inception
------ ---------------
<S> <C> <C>
U.S. GOVERNMENT SELECT MONEY MARKET FUND
(Inception 12/12/94) 5.03% 5.27%
</TABLE>

- --------------------------------------------------------------------------------

THE 7-DAY YIELD FOR THE FUND AS OF DECEMBER 31, 1998: 4.50%. YOU MAY CALL
1-800-595-9111 TO OBTAIN THE CURRENT 7-DAY YIELD.

Page 15
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RISK/RETURN SUMMARY

MUNICIPAL MONEY MARKET FUND

<TABLE>
<CAPTION>
[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------
<S> <C>
1995: 3.64%
1996: 3.18%
1997: 3.27%
1998: 3.09%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.62%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 0.95%
Worst Quarter Return: Q1 '98 0.73%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
1-Year Since Inception
------ ---------------
<S> <C> <C>
MUNICIPAL MONEY MARKET FUND (Inception 4/11/94) 3.09% 3.21%
</TABLE>

- --------------------------------------------------------------------------------

THE 7-DAY YIELD FOR THE FUND AS OF DECEMBER 31, 1998: 3.21%. YOU MAY CALL
1-800-595-9111 TO OBTAIN THE CURRENT 7-DAY YIELD.

Page 16
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RISK/RETURN SUMMARY

CALIFORNIA MUNICIPAL MONEY MARKET FUND

<TABLE>
<CAPTION>
[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------
<S> <C>
1995: 3.77%
1996: 3.20%
1997: 3.28%
1998: 2.85%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.57%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 0.98%
Worst Quarter Return: Q3 '98 0.68%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
1-Year Since Inception
------ ---------------
<S> <C> <C>
CALIFORNIA MUNICIPAL MONEY MARKET FUND
(Inception 11/29/94) 2.85% 3.29%
</TABLE>

- --------------------------------------------------------------------------------

THE 7-DAY YIELD FOR THE FUND AS OF DECEMBER 31, 1998: 2.98%. YOU MAY CALL
1-800-595-9111 TO OBTAIN THE CURRENT 7-DAY YIELD.

Page 17
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RISK/RETURN SUMMARY
FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds. Please note that the following information does not reflect
any charges which may be imposed by The Northern Trust Company, its affiliates,
correspondent banks and other institutions on their customers. For more
information, please see "Account Policies and Other Information" on page 26.

SHAREHOLDER FEES
(fees paid directly from your investment)

<TABLE>
<CAPTION>
SALES CHARGE
SALES CHARGE DEFERRED (LOAD) IMPOSED
(LOAD) IMPOSED SALES CHARGE ON REINVESTED REDEMPTION EXCHANGE
FUND ON PURCHASES (LOAD) DISTRIBUTIONS FEES (1) FEES
- ---- ------------ ------ ------------- -------- ----
<S> <C> <C> <C> <C> <C>
Money Market None None None None None
U.S. Government Money Market None None None None None
U.S. Government Select Money Market None None None None None
Municipal Money Market None None None None None
California Municipal Money Market None None None None None
</TABLE>

Page 18
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RISK/RETURN SUMMARY

EXAMPLE

The following Example is intended to
help you compare the cost of
investing in a Fund (without fee
waivers and expense reimbursements)
with the cost of investing in other
mutual funds.

The Example assumes that you invest
$10,000 in a Fund for the time
periods indicated (with reinvestment
of all dividends and distributions)
and then redeem all of your shares
at the end of those periods. The
Example also assumes that your
investment has a 5% return each year
and that a Fund's operating expenses
remain the same. Although your
actual costs may be higher or lower,
based on these assumptions your
costs would be:

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
TOTAL ANNUAL
DISTRIBUTION OTHER FUND OPERATING
MANAGEMENT FEES (12b-1) FEES(2) EXPENSES(3) EXPENSES* ONE YEAR 3 YEARS 5 YEARS 10 YEARS
--------------- --------------- ----------- --------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
0.60% 0.00% 0.29% 0.89% $ 91 $285 $495 $1,100
0.60% 0.00% 0.31% 0.91% $ 93 $291 $506 $1,123
0.60% 0.00% 0.31% 0.91% $ 93 $291 $506 $1,123
0.60% 0.00% 0.29% 0.89% $ 91 $285 $495 $1,100
0.60% 0.00% 0.31% 0.91% $ 93 $291 $506 $1,123
</TABLE>

Page 19
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RISK/RETURN SUMMARY

Footnotes

(1) A fee of $15.00 may be applicable for each wire redemption.

(2) During the last fiscal year the Funds did not pay any 12b-1 fees. The Funds
do not expect to pay any 12b-1 fees during the current fiscal year. The
maximum distribution fee is 0.25% of each Fund's average net assets under
Northern Funds' Distribution and Service Plan.

(3) These expenses include custodian, transfer agency and administration
expenses as well as other customary Fund Expenses. The administrator is
entitled to an administration fee of 0.15%, a portion of which is currently
being waived voluntarily.

* As a result of voluntary fee reductions, waivers and reimbursements,
"Management Fees," "Other Expenses" and "Total Fund Operating Expenses"
which are actually incurred by the Funds are set forth below. The voluntary
fee reductions, waivers and reimbursements may be terminated at any time at
the option of the Investment Adviser. If this occurs, "Management Fees,"
"Other Expenses" and "Total Fund Operating Expenses" may increase without
shareholder approval.

<TABLE>
<CAPTION>
MANAGEMENT DISTRIBUTION OTHER TOTAL ANNUAL FUND
FUND FEES (12b-1) FEES(2) EXPENSES(3) OPERATING EXPENSES
- ---- ---- --------------- ----------- ------------------
<S> <C> <C> <C> <C>
Money Market 0.40% 0.00% 0.15% 0.55%
U.S. Government Money Market 0.40% 0.00% 0.15% 0.55%
U.S. Government Select Money Market 0.40% 0.00% 0.15% 0.55%
Municipal Money Market 0.40% 0.00% 0.15% 0.55%
California Municipal Money Market 0.40% 0.00% 0.15% 0.55%
</TABLE>

Page 20
<PAGE> 21
ABOUT YOUR ACCOUNT

INVESTMENT ADVISER

The Northern Trust Company ("Northern Trust" or the "Investment Adviser"), an
Illinois state-chartered bank and member of the Federal Reserve System, serves
as investment adviser for the Funds.

The Investment Adviser is located at 50 S. LaSalle Street, Chicago, IL 60675 and
is a wholly-owned subsidiary of Northern Trust Corporation, a bank holding
company. As of March 31, 1999, Northern Trust Corporation and its subsidiaries
had approximately $27.6 billion in assets, $16.6 billion in deposits and
employed over 8,150 persons.

Northern Trust and its affiliates administered in various capacities (including
as master trustee, investment manager or custodian) approximately $1.3 trillion
of assets as of March 31, 1999, including approximately $242.7 billion of assets
for which Northern Trust and its affiliates had investment management
responsibility.

Under its Advisory Agreement with Northern Funds, the Investment Adviser,
subject to the general supervision of Northern Funds' Board of Trustees, is
responsible for making investment decisions for the Funds and for placing
purchase and sale orders for portfolio securities.

ADVISORY FEES

As compensation for its advisory services and its assumption of related
expenses, the Investment Adviser is entitled to an advisory fee, computed daily
and payable monthly, at annual rates set forth in the table below (expressed as
a percentage of each Fund's respective average daily net assets). The table also
reflects the advisory fees (after voluntary fee waivers) paid by the Funds for
the fiscal year ended March 31, 1999.

<TABLE>
<CAPTION>
ADVISORY FEE
PAID
CONTRACTUAL FOR FISCAL YEAR
FUND RATE ENDED 3/31/99
- ---- ---- -------------
<S> <C> <C>
Money Market 0.60% 0.40%
U.S. Government Money Market 0.60% 0.40%
U.S. Government Select Money Market 0.60% 0.40%
Municipal Money Market 0.60% 0.40%
California Municipal Money Market 0.60% 0.40%
</TABLE>

The difference between the contractual advisory fees and the actual advisory
fees paid by the Funds reflects that the Investment Adviser did not charge the
full amount of the advisory fees to which it was entitled. The Investment
Adviser may discontinue or modify its voluntary limitations in the future at its
discretion.

FUND MANAGEMENT

The Investment Adviser employs a team approach to the investment management of
the Funds, relying upon investment professionals under the leadership of James
M. Snyder, Chief Investment Officer and Executive Vice President of Northern
Trust. Mr. Snyder oversees the management of all fixed income, equity and money
market assets managed by the Investment Adviser. Mr. Snyder joined Northern
Trust in 1980.

OTHER FUND SERVICES

Northern Trust also serves as transfer agent ("Transfer Agent") and custodian
for each Fund. As Transfer Agent, Northern Trust performs various administrative
servicing functions, and any shareholder inquiries should be directed to it. The
fees that Northern Trust receives for its services in those capacities are
described in the Statement of Additional Information. Sunstone Financial Group,
Inc. acts as administrator for Northern Funds. Northern Funds Distributors, LLC
(an affiliate of Sunstone Financial Group, Inc.) serves as the Funds'
distributor. The fee that Sunstone Financial Group, Inc. receives for its
administrative services is described on page 18 under "Fund Fees and

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<PAGE> 22
ABOUT YOUR ACCOUNT

Expenses." Northern Funds Distributors, LLC does not receive any compensation
from Northern Funds for its distribution services.

It is expected that on or after October 1, 1999, Northern Trust and First Data
Investor Services Group, Inc. ("First Data Investor Services"), a wholly-owned
subsidiary of First Data Corporation, will replace Sunstone Financial Group,
Inc. to serve as the Funds' co-administrators, at substantially the same cost to
the Funds. It is also expected that on or after such date, the Funds will be
distributed by a subsidiary of First Data Investor Services, either through
First Data Investor Services' formation of a newly-formed subsidiary or
acquisition of the Funds' current distributor, Northern Funds Distributors, LLC.

PURCHASING AND SELLING SHARES

PURCHASING SHARES

You may purchase shares directly from Northern Funds or, if you maintain certain
accounts, through Northern Trust and certain other institutions. If you have any
questions or need assistance in opening an investment account or purchasing
shares, call 1-800-595-9111.

OPENING AN ACCOUNT

DIRECTLY FROM THE FUNDS. You may open a shareholder account and purchase shares
directly from the Funds with a minimum initial investment per Fund of $2,500
($500 for an IRA; $250 under the Automatic Investment Plan; and $500 for
employees of Northern Trust and its affiliates). The minimum subsequent
investment is $50 (except for reinvestments of distributions for which there is
no minimum). The Funds reserve the right to waive these minimums.

For your convenience, there are a number of ways to invest directly in the
Funds:

BY MAIL.

- Read this Prospectus carefully

- Complete and sign the Purchase Application

- Enclose a check or money order payable to Northern Funds

- If you are investing on behalf of a corporation or other entity,
your Purchase Application must be accompanied by a certified
corporate resolution (or other acceptable evidence of authority).

- Mail your check, corporate resolution (if needed) and completed
Purchase Application to:
Northern Funds
P.O. Box 75986
Chicago, Illinois 60690-6319

- For overnight delivery use the following address:
801 South Canal Street
Chicago, Illinois 60607
Attn: Northern Funds

- For subsequent investments:

- Enclose your check with the return remittance portion of
the confirmation of your previous investment; or

- Indicate on your check or a separate piece of paper your
name, address and account number

All checks must be payable in U.S. dollars and drawn on a bank located in the
United States. Cash and third party checks are not acceptable.

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ABOUT YOUR ACCOUNT

BY WIRE

- To open a new account:

- Call 1-800-595-9111 for instructions

- Complete a Purchase Application and send it to:

- Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

- To add to an existing account:

- Have your bank wire Federal funds to:
The Northern Trust Company
Chicago, Illinois
ABA Routing No. 0710-00152
(Reference 10 Digit Fund Account No.)
(Reference Shareholder's Name)

BY DIRECT DEPOSIT

- To purchase additional shares:

- Determine if your employer has direct deposit capabilities
through the Automated Clearing House ("ACH")

- Have your employer send payments to:
ABA Routing No. 0710-00152
(Reference 10 Digit Fund Account No.)
(Reference Shareholder's Name)

- The minimum periodic investment for direct deposit is $50

BY AUTOMATIC INVESTMENT

- To open a new account

- Complete a Purchase Application, including the Automatic
Investment section

- Send it to:

- Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

- The minimum initial investment is $250; $50 for monthly
minimum additions

- To add to an account:

- Call 1-800-595-9111 to obtain an Automatic Investment
Plan Application

- The minimum for automatic investment additions is $50

If you discontinue participation in the plan, the Funds reserve the right to
redeem the investor's account involuntarily, upon 30 days written notice, if the
account's net asset value is $1,000 or less. Involuntary redemptions will not be
made if the value of shares in an account falls below the minimum amount solely
because of a decline in the Fund's net asset value.

BY DIRECTED REINVESTMENT

You may elect to have your income dividends and capital gains
distributions automatically invested in another Northern Fund.

- Complete the Distribution Options section on the Purchase
Application

- Reinvestments can only be directed to an existing Northern
Funds account (which must meet the minimum investment
requirement)

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ABOUT YOUR ACCOUNT

BY EXCHANGE

You may open a new account or add to an existing account by exchanging
shares of one Fund for shares of any other Fund offered by Northern
Funds. See "Selling Shares - By Exchange on page 25."

THROUGH NORTHERN TRUST AND OTHER INSTITUTIONS

If you have an account with Northern Trust, you may purchase Northern Funds
shares through Northern Trust. You may also purchase shares through other
institutions (together with Northern Trust, "Service Organizations") that have
entered into agreements with Northern Funds. To determine whether you may
purchase shares through your institution, contact your institution directly or
call 1-800-595-9111. Northern Trust or another Service Organization may impose
charges against your account which will reduce the net return on an investment
in a Fund. These charges may include asset allocation fees, account maintenance
fees, sweep fees, compensating balance requirements or other charges based upon
account transactions, assets or income.

SELLING SHARES

REDEEMING AND EXCHANGING DIRECTLY FROM THE FUNDS

If you purchased Northern Funds directly or, if you purchased your shares
through an account at Northern Trust or another Service Organization and you
appear on Northern Funds records as the registered holder, you may redeem all or
part of your shares using one of the methods described below.

BY MAIL

- Send a written request to:
Northern Funds
P.O. Box 75986
Chicago, Illinois 60690-6319

- The redemption request must include:

- The number of shares or the dollar amount to be redeemed

- The Fund account number

- A signature guarantee is also required if:

- The proceeds are to be sent elsewhere than the address of
record, or

- The redemption amount is greater than $50,000

BY WIRE

If you authorize wire redemptions on your Purchase Application, you can
redeem shares and have the proceeds sent by federal wire transfer to a
previously designated account.

- You will be charged $15 for each wire redemption unless
the designated account is maintained at Northern Trust or
an affiliated bank

- Call the Transfer Agent at 1-800-595-9111 for instructions

- The minimum amount that may be redeemed by this method is
$250

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ABOUT YOUR ACCOUNT

BY CHECK

If you authorize the checkwriting privilege on your Purchase Application, you
may redeem shares of the Funds by check in amounts of $250 or more. If your
account is already open:

- Call 1-800-595-9111 for the appropriate form

- The application must be signed by each person whose name appears on
the account and must be accompanied by a signature guarantee

- Dividends are earned until the check clears the Transfer Agent

- Checks you write will not be returned to you, although copies are
available upon request

- A fee of $20 will be charged to the account if there are
insufficient funds to cover the amount of your redemption by check

- To place a stop payment request, call 1-800-595-9111. A $20 fee
will be charged to the account

- You may not use checks to close an account or redeem shares
purchased within the past fifteen days

BY SYSTEMATIC WITHDRAWAL

If you own shares of a Fund with a minimum value of $10,000, you may elect to
have a fixed sum redeemed at regular intervals and distributed in cash or
reinvested in one or more other Northern Funds.

- Call 1-800-595-9111 for an application form and additional
information

- The minimum amount is $250 per withdrawal

BY EXCHANGE

Northern Funds offers you the ability to exchange shares of one Northern Fund
for another Fund in the Northern Funds family.

- When opening an account, complete the Exchange Privilege section of
the Purchase Application or, if your account is already opened,
send a written request to:
Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

- Shares being exchanged must have a value of at least $1,000 ($2,500
if a new account is being established by the exchange)

- Call 1-800-595-9111 for more information

BY TELEPHONE

If you authorize the telephone privilege on your Purchase Application, you may
redeem Northern Funds shares by phone.

- If your account is already opened, send a written request to:
Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

- The request must be signed by each owner of the account and must be
accompanied by signature guarantees

- Call 1-800-595-9111 to use the telephone privilege

- During periods of unusual economic or market activity, telephone
redemptions may be difficult to implement. In such event,
shareholders should follow the procedures outlined above under
"Selling Shares -- By Mail"

REDEEMING AND EXCHANGING THROUGH NORTHERN TRUST AND OTHER INSTITUTIONS

If you purchased your Northern Funds shares through an account at Northern Trust
or another Service Organization, you may redeem or exchange your shares
according to the instructions pertaining to that account.

- Although Northern Funds imposes no charges when you redeem, when
shares are purchased through Northern Trust or another Service
Organization, a fee may be charged by those institutions for
providing services in connection with your account

- Contact your account representative at Northern Trust or other
Service Organization for more information about redemptions or
exchanges

Page 25
<PAGE> 26
ABOUT YOUR ACCOUNT

ACCOUNT POLICIES AND OTHER INFORMATION

CALCULATING SHARE PRICE. Northern Funds issues shares and redeems shares at net
asset value ("NAV"). The NAV for each Fund is calculated by dividing the value
of the Fund's net assets by the number of the Fund's outstanding shares. The NAV
is calculated on each Business Day as of 1:00 p.m., Chicago time, for each Fund.
The NAV used in determining the price of your shares is the one calculated after
your purchase, exchange or redemption order is received and accepted as
described below.

The Funds seek to maintain an NAV of $1.00 per share by valuing the obligations
held by the Funds at amortized cost in accordance with SEC regulations.
Amortized cost will normally approximate market value.

TIMING OF PURCHASE REQUESTS. Requests accepted by the Transfer Agent or other
authorized intermediary by 1:00 p.m., Chicago time, on any Business Day will be
executed the same day, at that day's closing share price provided that either:

- The order is in proper form and payment in immediately available
funds has been received by the Transfer Agent;

- The order is placed by Northern Trust or a Service Organization and
payment in Federal or other immediately available funds is to be
made by the close of the same Business Day; or

- The order is accepted by an authorized intermediary and payment in
Federal or other immediately available funds is to be made by the
close of the same Business Day in accordance with procedures
acceptable to Northern Funds.

Orders received by the Transfer Agent that are accompanied by payment in any
form other than immediately available funds will not be executed until payment
is converted to Federal funds, which normally occurs within two Business Days
after receipt.

SOCIAL SECURITY/TAX IDENTIFICATION NUMBER. Federal regulations require you to
provide a Social Security or other certified taxpayer identification number when
you open or reopen an account. Purchase Applications without such a number or an
indication that a number has been applied for will not be accepted. If you have
applied for a number, the number must be provided and certified within 60 days
of the date of the Purchase Application.

IN-KIND PURCHASES AND REDEMPTIONS. Northern Funds reserves the right to accept
payment for shares in the form of securities that are permissible investments
for a Fund. Northern Funds also reserves the right to pay redemptions by a
distribution "in-kind" of securities (instead of cash) from a Fund. See the
Statement of Additional Information for further information about the terms of
these purchases and redemptions.

MISCELLANEOUS PURCHASE INFORMATION.

- - You will be responsible for all losses and expenses of a Fund in the event
of any failure to make payment according to the procedures outlined in
this Prospectus. Northern Trust may redeem shares from any account it
maintains to protect the Funds and Northern Trust against loss. In
addition, a $20 charge will be imposed if a check does not clear.

- - You may initiate transactions between Northern Trust banking and Northern
Funds accounts by using Northern Trust Private Passport. For additional
details, please visit our website at www.northerntrust.com/
privatepassport/ or contact your relationship manager.

- - Northern Funds reserves the right to reject any purchase order. The Funds
also reserves the right to change or discontinue any of its purchase
procedures.

- - In certain circumstances, Northern Funds may advance the time by which
purchase orders must be received. See "Early Closings" on page 28.

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<PAGE> 27
ABOUT YOUR ACCOUNT

- - Northern Funds may reproduce this Prospectus in an electronic format which
may be available on the Internet. If you have received this Prospectus in
its electronic format you, or your representative, may contact the
Transfer Agent for a free paper copy of this Prospectus by writing to the
Northern Funds Center at P.O. Box 75986, Chicago, IL 60690-6319, calling
1-800-595-9111 or sending an e-mail to: northernfunds@ execpc.com.

TIMING OF REDEMPTION AND EXCHANGE REQUESTS. Redemption and exchange requests
received in good order by the Transfer Agent or other authorized intermediary on
a Business Day by 1:00 p.m., Chicago time, will be executed on the same day. The
redemption or exchange will be effected at that day's closing share price.

Good order means that the request must include the following information:

- The account number and Fund name

- The amount of the transaction, in dollar amount or number of shares

- The signature of all account owners exactly as they are registered on
the account (except for telephone and wire redemptions)

- Required signature guarantees, if applicable

- Other supporting legal documents that might be required in the case of
estates, corporations, trusts and certain other accounts. Call
1-800-595-9111 for more information about documentation that may be
required of these entities

In certain circumstances, Northern Funds may advance the time by which
redemption and exchange orders must be received. See "Early Closings" on page
28.

PAYMENT OF REDEMPTION PROCEEDS. If a redemption request is received by the
Transfer Agent in good order by 1:00 p.m., Chicago time, on a Business Day, the
proceeds will normally be sent on the next Business Day, unless payment in
immediately available funds on the same Business Day is requested. Proceeds for
redemption orders received on a non-Business Day will normally be sent on the
second Business Day after receipt in good order. However, if any portion of the
shares to be redeemed represents an investment made by check, the Funds may
delay the payment of the redemption proceeds until the check has cleared and
collected. This may take up to fifteen days from the purchase date. Northern
Funds reserves the right to defer crediting, sending or wiring redemption
proceeds for up to seven days (or such longer period permitted by the SEC) after
receiving the redemption order if, in its judgment, an earlier payment could
adversely affect a Fund.

MISCELLANEOUS REDEMPTION INFORMATION. All redemption proceeds will be sent by
check unless the Transfer Agent is directed otherwise. Redemption proceeds may
also be wired. A redemption request may not be processed if a shareholder has
failed to submit a completed and properly executed Purchase Application.

- - Northern Funds reserves the right, to redeem shares held by any
shareholder who provides incorrect or incomplete account information or
when such involuntary redemptions are necessary to avoid adverse
consequences to the Fund and its shareholders.

- - Northern Funds may require any information reasonably necessary to ensure
that a redemption has been duly authorized.

- - Northern Funds reserves the right, on 60 days' written notice, to redeem
the shares held in any account if, at the time of redemption, the net
asset value of the remaining shares in the account falls below $1,000.
Involuntary redemptions will not be made if the value of shares in an
account falls below the minimum solely because of a decline in a Fund's
net asset value.

- - You may initiate transactions between Northern Trust banking and Northern
Funds accounts by using Northern Trust Private Passport. For additional
details, please visit our web site at www.northerntrust.com/
privatepassport/ or contact your relationship manager.

Page 27
<PAGE> 28
ABOUT YOUR ACCOUNT

- - Northern Funds reserves the right to change or discontinue any of its
redemption procedures.

EXCHANGE PRIVILEGES. You may exchange shares of one Northern Fund for another
only if the registration of both accounts is identical. An exchange is a
redemption of shares of one Fund and the purchase of shares of another Fund. It
is considered a taxable event and may result in a gain or loss. Northern Funds
reserves the right, at any time without prior notice to suspend, limit or
terminate the exchange privilege of any shareholder who makes more than eight
exchanges of shares in a year and/or two exchanges of shares in a calendar
quarter. Northern Funds may also modify or terminate the exchange privilege with
respect to any or all shareholders, and may reject any exchange request.

Exchanges are only available in states where an exchange can legally be made.
Before making an exchange you should read the prospectus for the shares you are
acquiring.

TELEPHONE TRANSACTIONS. For your protection, telephone requests are recorded in
order to verify their accuracy. In addition, the Transfer Agent has adopted
procedures in an effort to establish reasonable safeguards against fraudulent
telephone transactions. If reasonable measures are taken to verify that
telephone instructions are genuine, Northern Funds and its service providers
will not be responsible for any loss resulting from fraudulent or unauthorized
instructions received over the telephone. In these circumstances, shareholders
will bear the risk of loss. During periods of unusual market activity, you may
have trouble placing a request by telephone. In this event, consider sending
your request in writing.

The proceeds of redemption orders received by telephone will be sent by check,
wire or transfer according to proper instructions. All checks will be made
payable to the shareholder of record and mailed only to the shareholder's
address of record.

Northern Funds reserves the right to refuse a telephone redemption.

MAKING CHANGES TO YOUR ACCOUNT INFORMATION. You may make changes to wiring
instructions, address of record or other account information only in writing.
These instructions must be accompanied by a signature guarantee from an
institution participating in the Stock Transfer Agency Medallion Program
("STAMP"), or other acceptable evidence of authority. Additional requirements
may be imposed. In accordance with SEC regulations, the Funds and Transfer Agent
may charge a shareholder reasonable costs in locating a shareholder's current
address.

SIGNATURE GUARANTEES. If a signature guarantee is required, it must be from an
institution participating in STAMP, or other acceptable evidence of authority
must be provided. Additional requirements may be imposed by Northern Funds. In
addition to the situations described in this Prospectus, Northern Funds may
require signature guarantees in other circumstances based on the amount of a
redemption request or other factors.

BUSINESS DAY. A "Business Day" is each Monday through Friday when Northern Trust
or the New York Stock Exchange is open for business. In 1999 the Funds will be
closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day.

EARLY CLOSINGS. Northern Funds reserve the right to cease, or to advance the
time for, accepting purchase, redemption or exchange orders for same Business
Day credit when Northern Trust or the Exchange closes early as a result of
unusual weather or other conditions. They also reserve this right when The Bond
Market Association recommends that securities markets close or close early.

AUTHORIZED INTERMEDIARIES. Northern Funds may authorize certain financial
intermediaries (including banks, trust companies, brokers and investment
advisers), which provide recordkeeping, reporting and processing services, to
accept purchase, redemption and exchange orders from their customers on behalf
of the Funds. These financial intermediaries may also designate other
intermediaries to accept such orders, if approved by the Funds. Authorized
intermediaries are responsible for transmitting orders and delivering funds on a
timely basis. A Fund will be

Page 28
<PAGE> 29
ABOUT YOUR ACCOUNT

deemed to have received an order when the order is accepted by the authorized
intermediary on a Business Day, and the order will be priced at the Fund's per
share NAV next determined.

SERVICE ORGANIZATIONS. Northern Funds may enter into agreements with Service
Organizations such as banks, corporations, broker/dealers and other financial
institutions, including Northern Trust, concerning the provision of support
and/or distribution services to their customers who own Fund shares. These
services may include:

- - support services such as assisting investors in processing purchase,
exchange and redemption requests;

- - processing dividend and distribution payments from the Funds;

- - providing information to customers showing their positions in the Funds;
and

- - providing subaccounting with respect to Fund shares beneficially owned by
customers or the information necessary for subaccounting.

In addition, Service Organizations may provide assistance, such as the
forwarding of sales literature and advertising to their customers, in connection
with the distribution of Fund shares.

For their services, Service Organizations may receive fees from a Fund at annual
rates of up to 0.25% of the average daily net asset value of the shares covered
by their agreements. Because these fees are paid out of the Funds' assets on an
on-going basis, they will increase the cost of your investment in the Funds. In
addition, Northern Trust may provide compensation to certain dealers and other
financial intermediaries who provide services to their customers who invest in
Northern Funds or whose customers purchase significant amounts of a Fund's
shares. The amount of such compensation may be made on a one-time and/or
periodic basis, and may represent all or a portion of the annual fees earned by
Northern Trust as Investment Adviser (after adjustments). This additional
compensation will be paid by Northern Trust or its affiliates and will not
represent an additional expense to Northern Funds or its shareholders.

Service Organizations may also charge their customers fees for providing
administrative services in connection with investments in a Fund. Investors
should contact their Service Organizations with respect to these fees and the
particular Service Organization's procedures for purchasing and redeeming
shares. It is the responsibility of Service Organizations to transmit purchase
and redemption orders and record those orders on a timely basis in accordance
with their agreements with their customers.

Conflict-of-interest restrictions may apply to the receipt of compensation paid
by Northern Funds in connection with the investment of fiduciary funds in Fund
shares. Institutions, including banks regulated by the Comptroller of the
Currency, Federal Reserve Board and state banking commissions, and investment
advisers and other money managers subject to the jurisdiction of the SEC, the
Department of Labor or state securities commissions, are urged to consult their
legal counsel before entering into agreements with Northern Funds.

State securities laws regarding the registration of dealers may differ from
Federal law. As a result, Service Organizations investing in the Funds on behalf
of their customers may be required to register as dealers.

Agreements that contemplate the provision of distribution services by Service
Organizations are governed by a Distribution and Service Plan (the "Plan") that
has been adopted by Northern Funds pursuant to Rule 12b-1 under the 1940 Act.
Payments to Service Organizations, including Northern Trust, under the Plan are
not tied directly to their own out-of-pocket expenses and therefore may be used
as they elect (for example, to defray their overhead expenses), and may exceed
their direct and indirect costs.

SHAREHOLDER REPORTS. Shareholders of record will be provided each year with a
semi-annual report showing portfolio investments and other information as of
September 30 and, after the close of the Funds' fiscal year on March 31, with an
annual report containing audited financial statements. To eliminate unnecessary
duplication, only one copy of shareholder reports will be sent to shareholders
with the same mailing address. Shareholders who desire

Page 29
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ABOUT YOUR ACCOUNT

a duplicate copy of shareholder reports to be mailed to their residence should
call 1-800-595-9111 or send an email to: [email protected].

DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gain distributions of each Fund are automatically
reinvested in additional shares of the same Fund without any sales charge or
additional purchase price amount.

You may, however, elect to have dividends or capital gain distributions (or
both) paid in cash or reinvested in shares of another Northern Fund at their net
asset value per share. If you would like to receive dividends or distributions
in cash or have them reinvested in another Northern Fund, you must notify the
Transfer Agent in writing. This election will become effective for distributions
paid two days after its receipt by the Transfer Agent. Dividends and
distributions may only be reinvested in a Northern Fund in which you maintain an
account.

Each Fund's net investment income is declared as a dividend on each Business Day
and paid monthly. Dividends will also be paid promptly upon a total redemption
of shares in an account not subject to a standing order for the purchase of
additional shares. Net investment income includes interest accrued on the Fund's
assets less the Fund's estimated expenses. Net realized short-term capital gains
may be distributed from time to time during Northern Funds' fiscal year (but not
less frequently than annually). The Funds do not expect to realize net long-term
capital gains. Shares begin earning dividends on the day an order is executed if
payment in immediately available funds is received by Northern Funds by the time
designated under "Purchasing and Selling Shares." Otherwise, shares begin
earning dividends on the day payment in Federal or other immediately available
funds is received.

TAX CONSIDERATIONS

Each Fund contemplates declaring as dividends each year all or substantially all
of its taxable income, including its net capital gain (excess of long-term
capital gain over short-term capital loss). Fund distributions will generally be
taxable as ordinary income, except as discussed below. You will be subject to
income tax on Fund distributions regardless of whether they are paid in cash or
reinvested in additional shares. You will be notified annually of the tax status
of distributions to you. The one major exception to these tax principles is that
distributions on shares held in an IRA (or other tax-qualified plan) will not be
currently taxable.

If you (a) have provided either an incorrect Social Security Number or Taxpayer
Identification Number or no number at all, (b) are subject to withholding by the
Internal Revenue Service for prior failure to properly include on your return
payments of interest or dividends, or (c) have failed to certify to Northern
Funds, when required to do so, that you are not subject to backup withholding or
are an "exempt recipient," then Northern Funds will be required in certain cases
to withhold and remit to the U.S. Treasury 31% of the dividends and
distributions payable to you.

There are certain tax requirements that the Funds must follow in order to avoid
Federal taxation. In their efforts to adhere to these requirements, the Funds
may have to limit their investment activity in some types of instruments.

Municipal Money Market and California Municipal Money Market Funds. The
Municipal Money Market and California Municipal Money Market Funds (the
"Municipal Funds") expect to pay "exempt-interest dividends" that are generally
exempt from regular Federal income tax. However, a portion of the dividends paid
by the Municipal Funds generally will be an item of tax preference for purposes
of determining Federal alternative minimum tax liability. Exempt-interest
dividends will also be considered along with other adjusted gross income in
determining whether any Social Security or railroad retirement payments received
by you are subject to Federal income taxes.

Except as stated below, you may be subject to state and local taxes on Fund
distributions and redemptions. State income taxes may not apply, however, to the
portions of each Fund's distributions, if any, that are attributable to interest
on certain types of Federal securities or interest on securities issued by the
particular state or municipalities within the state.

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<PAGE> 31
ABOUT YOUR ACCOUNT

The California Municipal Money Market Fund expects to pay dividends that are
generally exempt from California personal income tax. This exemption will apply,
however, only to dividends that are derived from interest paid on California
municipal instruments, or on certain Federal obligations. In addition, dividends
paid by this Fund will be subject to state franchise and corporate income taxes,
if applicable.

In all cases, distributions, if any, derived from net long-term capital gains
will generally be taxable to you as long-term capital gains, and any dividends
derived from short-term capital gains and taxable interest income will be
taxable to you as ordinary income.

If you receive an exempt-interest dividend with respect to any share and the
share is held for six months or less, any loss on the sale or exchange of the
share will be disallowed to the extent of the dividend amount. Interest on
indebtedness incurred by a shareholder to purchase or carry shares of the
Municipal Funds generally will not be deductible for Federal income tax
purposes.

Consult Your Tax Professional. Your investment in the Funds could have
additional tax consequences. You should consult your tax professional for
information regarding all tax consequences applicable to your investments in the
Funds. More tax information is provided in the Statement of Additional
Information. This short summary is not intended as a substitute for careful tax
planning.

TAX TABLE

You may find it particularly useful to compare the tax-free yields of
the Municipal Funds to the equivalent yields from taxable investments. For an
investor in a low tax bracket, it may not be helpful to invest in a tax-exempt
investment if a higher after-tax yield can be achieved from a taxable
instrument.

The table below illustrates the difference between hypothetical
tax-free yields and tax-equivalent yields for different tax brackets. You should
be aware, however, that tax brackets can change over time and that your tax
adviser should be consulted for specific yield calculations.

Page 31
<PAGE> 32
ABOUT YOUR ACCOUNT

<TABLE>
<CAPTION>
FEDERAL
MARGINAL TAX-EXEMPT YIELDS
TAXABLE INCOME TAX RATE 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00%
- ----------------------------------------------------------------------------------------------------------------------------
SINGLE RETURN JOINT RETURN EQUIVALENT TAXABLE YIELDS
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 - $ 25,750 $ 0 - $ 43,050 15% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24% 9.41%
$ 25,751 - $ 62,450 $ 43,051 - $104,050 28% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11%
$ 62,451 - $130,250 $104,051 - $158,550 31% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59%
$130,251 - $283,150 $158,551 - $283,150 36% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50%
Over $283,151 Over $283,151 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59% 13.25%
</TABLE>

The tax-exempt yields used here are hypothetical and no assurance can be made
that the Funds will attain any particular yield. A Fund's yield fluctuates as
market conditions change. The tax brackets and related yield calculations are
based on the 1999 Federal marginal tax rates indicated in the table. The table
does not reflect the phase out of personal exemptions and itemized deductions
which will apply to certain higher income taxpayers. In addition, the brackets
do not take into consideration the California state personal income tax or any
other state tax.

YEAR 2000 ISSUES

Like every other business dependent upon computerized information processing,
Northern Trust Corporation must deal with "Year 2000" issues.

Many computer systems use two digits rather than four to identify the year.
Unless adapted, these systems may not be able to correctly distinguish the Year
2000 from the Year 1900. As the Year 2000 approaches, many systems may be unable
to accurately process certain date-based information, which could cause a
variety of operational problems for businesses. This could have a negative
effect on the companies in which the Funds invest, thus hurting the Funds'
investment returns.

Northern Trust Corporation has implemented steps to prepare its critical
computer systems and processes for Year 2000 processing. It has established a
dedicated Year 2000 Project Team whose members have significant systems
development and maintenance experience. Northern Trust Corporation's Year 2000
project includes a comprehensive testing plan of its critical systems. Northern
Trust Corporation has advised Northern Funds that it has substantially completed
work on its critical systems and that testing with outside parties will be
conducted during 1999.

Northern Trust Corporation also will have a program to monitor and assess the
efforts of other parties, such as other service providers to the Fund. However,
it cannot control the success of those other parties' efforts. Contingency plans
are being established to provide Northern Trust Corporation with alternatives in
case these entities experience significant Year 2000 difficulties that impact
Northern Trust Corporation.

Furthermore, even if the actions taken by Northern Trust Corporation are
successful, the normal operations of the Funds may, in any event, be disrupted
significantly by the failure of communications and public utility companies,
governmental entities, financial processors or others to perform their services
as a result of Year 2000 problems.

Page 32
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Risks, Securities, Techniques
and Financial Information

RISKS, SECURITIES AND TECHNIQUES

ADDITIONAL INFORMATION ON FUND RISKS,
SECURITIES AND TECHNIQUES

This section takes a closer look at some of the risks that are presented by the
types of securities in which the Funds may invest. It also explores the various
investment techniques that the investment management team may, but is not
required to, use. The Funds may invest in other securities and are subject to
further restrictions and risks which are described in the Statement of
Additional Information. You should note that a Fund's investment objective may
be changed by Northern Funds' Board of Trustees without shareholder approval.
Shareholders will, however, be notified of any changes. Any such change may
result in a Fund having an investment objective different from the objective
which the shareholder considered appropriate at the time of investment in the
Fund.

ASSET-BACKED SECURITIES. Asset-backed securities are sponsored by entities such
as government agencies, banks, financial companies and commercial or industrial
companies. They represent interests in pools of mortgages or other cash-flow
producing assets such as automobile loans, credit card receivables and other
financial assets. In effect, these securities "pass through" the monthly
payments that individual borrowers make on their mortgages or other assets net
of any fees paid to the issuers. Examples of these include guaranteed mortgage
pass-through certificates, collateralized mortgage obligations ("CMOs") and real
estate mortgage investment conduits ("REMICs").

INVESTMENT STRATEGY. The U.S. Government Money Market Fund and U.S.
Government Select Money Market Fund may purchase securities that are
secured or backed by mortgages and that are issued or guaranteed by the
U.S. government, its agencies or instrumentalities. The other Funds may
purchase these and other types of asset-backed securities.

SPECIAL RISKS. In addition to credit and market risk, asset-backed
securities involve prepayment risk because the underlying assets
(loans) may be prepaid at any time. The value of these securities may
also change because of actual or perceived changes in the
creditworthiness of the originator, the servicing agent, the financial
institution providing the credit support or the counterparty. Like
other fixed income securities, when interest rates rise, the value of
an asset-backed security generally will decline. However, when interest
rates decline, the value of an asset-backed security with prepayment
features may not increase as much as that of other fixed income
securities. In addition, non-mortgage asset-backed securities involve
certain risks not presented by mortgage-backed securities. Primarily,
these securities do not have the benefit of the same security interest
in the underlying collateral. Credit card receivables are generally
unsecured, and the debtors are entitled to the protection of a number
of state and Federal consumer credit laws. Automobile receivables are
subject to the risk that the trustee for the holders of the automobile
receivables may not have an effective security interest in all of the
obligations backing the receivables.

BORROWINGS AND REVERSE REPURCHASE AGREEMENTS. The Funds can borrow money from
banks and enter into reverse repurchase agreements with banks and other
financial institutions. Reverse repurchase agreements involve the sale of
securities held by a Fund subject to the Fund's agreement to repurchase them at
a mutually agreed upon date and price (including interest).

INVESTMENT STRATEGY. Each Fund may borrow in amounts not exceeding
one-third of its total assets (including the amount borrowed). These
transactions may be entered into as a temporary measure for emergency
purposes or to meet redemption requests. The Money Market and U.S.
Government Money Market Funds may utilize reverse repurchase agreements
when the investment management team expects that the interest income to
be earned from the investment of the transaction proceeds will be
greater than the related interest expense. A Fund's reverse repurchase
agreements, together with any other borrowings, will not exceed, in the
aggregate, 33 1/3% of the value of its total assets. In addition,
whenever borrowings exceed 5% of the Fund's total assets, the Fund will
not make any investments.

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Risks, Securities, Techniques
and Financial Information

SPECIAL RISKS. Borrowings and reverse repurchase agreements involve
leveraging. If the securities held by the Funds decline in value while
these transactions are outstanding, the net asset value of the Funds'
outstanding shares will decline in value by proportionately more than
the decline in value of the securities. In addition, reverse repurchase
agreements involve the risks that the interest income earned by a Fund
(from the investment of the proceeds) will be less than the interest
expense of the transaction, that the market value of the securities
sold by a Fund will decline below the price the Fund is obligated to
pay to repurchase the securities, and that the securities may not be
returned to the Fund.

CALIFORNIA MUNICIPAL INSTRUMENTS. The investments of the California Municipal
Money Market Fund in California municipal instruments raise special
considerations. Payment of the interest on and the principal of these
instruments is dependent upon the continuing ability of issuers of California
municipal instruments to meet their obligations.

INVESTMENT STRATEGY. Under normal market conditions, at least 65% of
the value of the California Municipal Money Market Fund's total assets
will be invested in California municipal instruments. Consequently, the
Fund is more susceptible to factors adversely affecting issuers of
California municipal instruments, and may be riskier than comparable
funds that do not emphasize these issuers to this degree.

SPECIAL RISKS. The California Municipal Money Market Fund's investments
will be affected by political and economic developments within the
State of California (the "State"), and by the financial condition of
the State, its public authorities and political subdivisions. After
suffering a severe recession in the early 1990's which caused the State
to experience financial difficulties, California's economy entered a
sustained recovery since late 1993 and the State's budget has been
returned to a positive balance. California's long-term credit rating
has been raised after being reduced during the recession. To respond to
its own revenue shortfalls during the recession, the State reduced
assistance to its public authorities and political subdivisions.
Cutbacks in state aid could further adversely affect the financial
condition of cities, counties and education districts which are subject
to their own fiscal constraints. California voters in the past have
passed amendments to the California Constitution and other measures
that limit the taxing and spending authority of California governmental
entities, and future voter initiatives could result in adverse
consequences affecting California municipal instruments. Also, the
ultimate fiscal effect of Federally-mandated reform of welfare programs
on the State and its local governments is still to be resolved. These
factors, among others (including the outcome of related pending
litigation), could reduce the credit standing of certain issuers of
California municipal instruments.

In addition to the risk of nonpayment of California municipal
instruments, if these obligations decline in quality and are downgraded
by a Nationally Recognized Statistical Rating Organization, they may
become ineligible for purchase by the Fund. Since there are large
numbers of buyers of these instruments, the supply of California
municipal instruments that are eligible for purchase by the California
Municipal Money Market Fund could become inadequate at certain times.

A more detailed description of special factors affecting investments in
California municipal instruments is provided in the Statement of Additional
Information.

CUSTODIAL RECEIPTS FOR TREASURY SECURITIES. Custodial receipts are
participations in trusts that hold U.S. Treasury securities and are sold under
names such as TIGRs and CATS. Like other stripped obligations, they entitle the
holder to future interest or principal payments on the U.S. Treasury securities.

INVESTMENT STRATEGY. To the extent consistent with their respective
investment objectives, the Funds, other than the U.S. Government Select
Money Market Fund, may invest a portion of their total assets in
custodial receipts. Investments by the U.S. Government Money Market
Fund in custodial receipts will not exceed 35% of the value of the
Fund's total assets.

SPECIAL RISKS. Like other stripped obligations, custodial receipts may
be subject to greater price volatility than ordinary debt obligations
because of the way in which their principal and interest are returned
to investors.

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Risks, Securities, Techniques
and Financial Information

DERIVATIVES. The Funds may purchase certain "derivative" instruments. A
derivative is a financial instrument whose value is derived from---or based
upon---the performance of underlying assets, interest rates or indices.
Derivatives include structured debt obligations such as collateralized mortgage
obligations and other types of asset-backed securities, "stripped" securities
and various floating rate instruments.

INVESTMENT STRATEGY. A Fund will invest in derivatives only if the
potential risks and rewards are consistent with the Fund's objective,
strategies and overall risk profile.

SPECIAL RISKS. Engaging in derivative transactions involves special
risks, including (a) market risk that the Fund's derivatives position
will lose value; (b) credit risk that the counterparty to the
transaction will default; (c) leveraging risk that the value of the
derivative instrument will decline more than the value of the assets on
which it is based; (d) illiquidity risk that a Fund will be unable to
sell its position because of lack of market depth or disruption; (e)
pricing risk that the value of a derivative instrument will be
difficult to determine; and (f) operations risk that loss will occur as
a result of inadequate systems or human error. Many types of
derivatives have been recently developed and have not been tested over
complete market cycles. For these reasons, a Fund may suffer a loss
whether or not the analysis of the investment management team is
accurate.

FOREIGN INVESTMENTS. The Money Market Fund may invest in the U.S.
dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities, foreign commercial banks and foreign branches of U.S. banks.
It may also invest in U.S. dollar-denominated commercial paper and other
obligations of foreign issuers.

INVESTMENT STRATEGY. Investments by the Money Market Fund in foreign
issuer obligations will not exceed 50% of the Fund's total assets
measured at the time of purchase.

Investment in foreign securities may involve higher costs than
investment in U.S. securities, including higher transaction and custody
costs as well as the imposition of additional taxes by foreign
governments. Foreign investments may also involve risks associated with
less complete financial information about the issuers, less market
liquidity, more market volatility and political instability. Future
political and economic developments, the possible imposition of
withholding taxes on dividend income, the possible seizure or
nationalization of foreign holdings, or the adoption of other
governmental restrictions might adversely affect an investment in
foreign securities. Additionally, foreign banks and foreign branches of
domestic banks may be subject to less stringent reserve requirements,
and to different accounting, auditing and recordkeeping requirements.

ILLIQUID OR RESTRICTED SECURITIES. Illiquid securities include repurchase
agreements and time deposits with notice/termination dates of more than seven
days, certain variable amount master demand notes that cannot be called within
seven days, certain insurance funding agreements (see below) and other
securities that are traded in the U.S. but are subject to trading restrictions
because they are not registered under the Securities Act of 1933, as amended
(the "1933 Act").

INVESTMENT STRATEGY. Each Fund may invest up to 10% of its net assets
in securities that are illiquid. If otherwise consistent with their
investment objectives and policies, the Funds may purchase commercial
paper issued pursuant to Section 4(2) of the 1933 Act and domestically
traded securities that are not registered under the 1933 Act but can be
sold to "qualified institutional buyers" in accordance with Rule 144A
under the 1933 Act ("Rule 144A Securities"). These securities will not
be considered illiquid so long

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Risks, Securities, Techniques
and Financial Information

as the Investment Adviser determines, under guidelines approved by
Northern Funds' Board of Trustees, that an adequate trading market
exists.

SPECIAL RISKS. Because illiquid and restricted securities may be
difficult to sell at an acceptable price, they may be subject to
greater volatility and may result in a loss to a Fund. The practice of
investing in Rule 144A Securities could increase the level of a Fund's
illiquidity during any period that qualified institutional buyers
become uninterested in purchasing these securities.

INSURANCE FUNDING AGREEMENTS. An insurance funding agreement ("IFA") is an
agreement that requires a Fund to make cash contributions to a deposit fund of
an insurance company's general account. The insurance company then credits
interest to the Fund for a set time period.

INVESTMENT STRATEGY. The Money Market Fund may invest in IFAs issued by
insurance companies that meet quality and credit standards established
by the Investment Adviser.

SPECIAL RISKS. IFAs are not insured by a government agency--they are
backed only by the insurance company that issues them. As a result,
they are subject to default risk. In addition, an active secondary
market in IFAs does not currently exist. This means that it may be
difficult to sell an IFA at an appropriate price.

INVESTMENT STRATEGY. Investments by a Fund in other investment
companies will be subject to the limitations of the 1940 Act.

SPECIAL RISKS. As a shareholder of another investment company, a Fund
would be subject to the same risks as any other investor in that
company. In addition, it would bear a proportionate share of any fees
and expenses paid by that company. These would be in addition to the
advisory and other fees paid directly by the Fund.

MUNICIPAL AND RELATED INSTRUMENTS. Municipal instruments include debt
obligations issued by or on behalf of states, territories and possessions of the
United States and their political subdivisions, agencies, authorities and
instrumentalities.

Municipal instruments include both "general" and "revenue" bonds and may be
issued to obtain funds for various public purposes. General obligations are
secured by the issuer's pledge of its full faith, credit and taxing power.
Revenue obligations are payable only from the revenues derived from a particular
facility or class of facilities. In some cases, revenue bonds are also payable
from the proceeds of a special excise or other specific revenue source such as
lease payments from the user of a facility being financed. Some municipal
instruments, known as private activity bonds, are issued to finance projects for
private companies. Private activity bonds are usually revenue obligations since
they are typically payable by the private user of the facilities financed by the
bonds.

Municipal instruments also include "moral obligation" bonds, municipal leases,
certificates of participation and custodial receipts. Moral obligation bonds are
supported by a moral commitment but not a legal obligation of a state or
municipality. Municipal leases and participation certificates present the risk
that the state or municipality involved will not appropriate the monies to meet
scheduled payments on an annual basis. Custodial receipts represent interests in
municipal instruments held by a trustee.

Each of the Municipal Funds may acquire "stand-by commitments" relating to the
municipal instruments it holds. Under a stand-by commitment, a dealer agrees to
purchase, at the Fund's option, specified municipal instruments at a specified
price. A stand-by commitment may increase the cost, and thereby reduce the
yield, of the municipal instruments to which the commitment relates. The Funds
will acquire stand-by commitments to facilitate portfolio liquidity and do not
intend to exercise their rights for trading purposes.

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Risks, Securities, Techniques
and Financial Information

INVESTMENT STRATEGY. In connection with their investments in municipal
instruments, the Municipal Funds may invest more than 25% of their
total assets in (a) municipal instruments the interest upon which is
paid solely from revenues of similar projects, and (b) industrial
development obligations. However, the Municipal Funds do not intend to
invest more than 25% of the value of their total assets in industrial
development bonds or similar obligations where the non-governmental
entities supplying the revenues to be paid are in the same industry.

The California Municipal Money Market Fund expects to invest
principally in California municipal instruments. The Municipal Money
Market Fund may also invest more than 25% of the value of its total
assets in municipal instruments whose issuers are in the same state.

Funds in addition to the Municipal Funds may invest from time to time
in municipal instruments or other securities issued by state and local
governmental bodies. Generally, this will occur when the yield of
municipal instruments, on a pre-tax basis, is comparable to that of
other permitted short-term taxable investments. Dividends paid by the
Funds other than the Municipal Funds on such investments will be
taxable to shareholders.

SPECIAL RISKS. Municipal instruments purchased by the Municipal Funds
may be backed by letters of credit, insurance or other forms of credit
enhancement issued by foreign (as well as domestic) banks, insurance
companies and other financial institutions. If the credit quality of
these institutions declines, a Fund could suffer a loss to the extent
that the Fund is relying upon this credit support. Risks relating to
foreign banks, insurance companies and financial institutions are
described on page 35 under "Foreign Investments."

In addition, when a substantial portion of a Fund's assets is invested
in instruments which are used to finance facilities involving a
particular industry, whose issuers are in the same state or which are
otherwise related, there is a possibility that an economic, business or
political development affecting one instrument would likewise affect
the related instrument.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase of securities
by a Fund subject to the seller's agreement to repurchase them at a mutually
agreed upon date and price.

INVESTMENT STRATEGY. Each Fund may enter into repurchase agreements
with financial institutions such as banks and broker-dealers that are
deemed to be creditworthy by the Investment Adviser. Although the
securities subject to a repurchase agreement may have maturities
exceeding one year, settlement of the agreement will never occur more
than one year after a Fund acquires the securities.

SPECIAL RISKS. In the event of a default, a Fund will suffer a loss to
the extent that the proceeds from the sale of the underlying securities
and other collateral are less than the repurchase price and the Fund's
costs associated with delay and enforcement of the repurchase
agreement. In addition, in the event of bankruptcy, a Fund could suffer
additional losses if a court determines that the Fund's interest in the
collateral is unenforceable.

SECURITIES LENDING. In order to generate additional income, the Funds may lend
securities on a short-term basis to banks, brokers-dealers or other qualified
institutions. In exchange, the Funds will receive collateral equal to at least
100% of the value of the securities loaned.

INVESTMENT STRATEGY. Securities lending may represent no more than
one-third the value of a Fund's total assets (including the loan
collateral). Any cash collateral received by a Fund in connection with
these loans may be invested in U.S. government securities and other
liquid high-quality debt obligations.

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Risks, Securities, Techniques
and Financial Information

recovering its securities and may incur a capital loss. In addition, a
Fund may incur a loss in reinvesting the cash collateral it receives.

STRIPPED OBLIGATIONS. These securities are issued by the U.S. government (or
agency or instrumentality), foreign governments, banks and other issuers. They
entitle the holder to receive either interest payments or principal payments
that have been "stripped" from a debt obligation. These obligations include
stripped mortgage-backed securities, which are derivative multi-class mortgage
securities.

INVESTMENT STRATEGY. To the extent consistent with their respective
investment objectives, the Funds may purchase stripped securities.

SPECIAL RISKS. Stripped securities are very sensitive to changes in
interest rates and to the rate of principal prepayments. A rapid or
unexpected change in prepayments could depress the price of certain
stripped securities and adversely affect a Fund's total return.

UNITED STATES GOVERNMENT OBLIGATIONS. These include U.S. Treasury obligations,
such as bills, notes and bonds, which generally differ only in terms of their
interest rates, maturities and time of issuance. These also include obligations
issued or guaranteed by the U.S. government or its agencies and
instrumentalities. Securities guaranteed as to principal and interest by the
U.S. government, its agencies or instrumentalities are deemed to include (a)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or an agency or
instrumentality thereof, and (b) participations in loans made to foreign
governments or their agencies that are so guaranteed.

INVESTMENT STRATEGY. To the extent consistent with its investment
objective, each Fund may invest in a variety of U.S. Treasury
obligations and also may invest in obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities.

SPECIAL RISKS. Not all U.S. government obligations carry the same
credit support. Some, such as those of the Government National Mortgage
Association ("GNMA"), are supported by the full faith and credit of the
United States Treasury. Other obligations, such as those of the Federal
Home Loan Banks, are supported by the right of the issuer to borrow
from the United States Treasury; and others, such as those issued by
the Federal National Mortgage Association ("FNMA"), are supported by
the discretionary authority of the U.S. government to purchase the
agency's obligations. Still others are supported only by the credit of
the instrumentality. No assurance can be given that the U.S. government
would provide financial support to its agencies or instrumentalities if
it is not obligated to do so by law. There is no assurance that these
commitments will be undertaken in the future. In addition, the
secondary market for certain participations in loans made to foreign
governments or their agencies may be limited.

INVESTMENT STRATEGY. Each Fund may invest in rated and unrated variable
and floating rate instruments to the extent consistent with its
investment objective. Unrated instruments may be purchased by a Fund if
they are determined by the Investment Adviser to be of comparable
quality to rated instruments eligible for purchase by the Fund.

SPECIAL RISKS. Because there is no active secondary market for certain
variable and floating rate instruments, they may be more difficult to
sell if the issuer defaults on its payment obligations or during
periods when the Funds are not entitled to exercise their demand
rights.

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Risks, Securities, Techniques
and Financial Information

WHEN-ISSUED SECURITIES, DELAYED DELIVERY TRANSACTIONS AND FORWARD COMMITMENTS. A
purchase of "when-issued" securities refers to a transaction made conditionally
because the securities, although authorized, have not yet been issued. A delayed
delivery or forward commitment transaction involves a contract to purchase or
sell securities for a fixed price at a future date beyond the customary
settlement period.

INVESTMENT STRATEGY. Each Fund may purchase or sell securities on a
when-issued, delayed delivery or forward commitment basis. Although the
Funds would generally purchase securities in these transactions with
the intention of acquiring the securities, the Funds may dispose of
such securities prior to settlement if the investment management team
deems it appropriate to do so.

SPECIAL RISKS. Purchasing securities on a when-issued, delayed delivery
or forward commitment basis involves the risk that the value of the
securities may decrease by the time they are actually issued or
delivered. Conversely, selling securities in these transactions
involves the risk that the value of the securities may increase by the
time they are actually issued or delivered. These transactions also
involve the risk that the seller may fail to deliver the security or
cash on the settlement date.

Northern Trust is sometimes referred to as "The Northern Trust Bank" in
advertisements and other sales literature.

Page 39
<PAGE> 40
FINANCIAL INFORMATION

The financial highlights tables are intended to help you understand a Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Fund share. The total returns in the tables represent the rate that an investor
would have earned or lost on an investment in a Fund (assuming reinvestment of
all dividends and distributions). This information has been audited by Arthur
Andersen LLP, whose report is included in the Funds' annual report along with
the Funds' financial statements. The annual report is available upon request and
without charge.

Page 40
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FINANCIAL HIGHLIGHTS
MONEY MARKET FUNDS

MONEY MARKET
FUND
-------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(1)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.04
------------- ------------- ------------- ------------- -------------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.04)
------------- ------------- ------------- ------------- -------------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- ------------- -------------

TOTAL RETURN(3) ............. 5.04% 5.31% 5.05% 5.57% 4.55%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $ 4,886,098 $ 3,296,030 $ 1,607,187 $ 1,061,813 $ 894,279
Ratio to average net assets
of:(4)
Expenses, net of
waivers and
reimbursements ........... 0.55% 0.55% 0.55% 0.49% 0.45%
Expenses, before
waivers and
reimbursements ........... 0.89% 0.90% 0.90% 0.91% 0.96%
Net investment income,
net of waivers and
reimbursements ........... 4.91% 5.19% 4.94% 5.42% 4.94%
Net investment income,
before waivers and
reimbursements ........... 4.57% 4.84% 4.59% 5.00% 4.43%
</TABLE>
<TABLE>
<CAPTION>
U.S. GOVERNMENT
MONEY MARKET
FUND
-----------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(1)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.04
------------- ------------- ------------- ------------- -------------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.04)
------------- ------------- ------------- ------------- -------------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- ------------- -------------

TOTAL RETURN(3) ............. 4.94% 5.22% 4.93% 5.46% 4.47%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $ 469,866 $ 417,042 $ 314,259 $ 207,105 $ 227,543
Ratio to average net assets
of:(4)
Expenses, net of
waivers and
reimbursements ........... 0.55% 0.55% 0.55% 0.49% 0.45%
Expenses, before
waivers and
reimbursements ........... 0.91% 0.93% 0.96% 0.94% 1.01%
Net investment income,
net of waivers and
reimbursements ........... 4.82% 5.10% 4.82% 5.33% 4.93%
Net investment income,
before waivers and
reimbursements ........... 4.46% 4.72% 4.41% 4.88% 4.37%
</TABLE>
<TABLE>
<CAPTION>
U.S. GOVERNMENT
SELECT MONEY MARKET
FUND
----------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(2)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.02
------------- ------------- ------------- ------------- -------------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.02)
------------- ------------- ------------- ------------- -------------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- ------------- -------------

TOTAL RETURN(3) ............. 4.87% 5.24% 5.07% 5.55% 1.75%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $ 416,527 $ 306,425 $ 168,128 $ 85,400 $ 82,162
Ratio to average net assets
of:(4)
Expenses, net of
waivers and
reimbursements ........... 0.55% 0.46% 0.40% 0.33% 0.30%
Expenses, before
waivers and
reimbursements ........... 0.91% 0.93% 0.97% 1.00% 1.32%
Net investment income,
net of waivers and
reimbursements ........... 4.73% 5.13% 4.95% 5.43% 5.84%
Net investment income,
before waivers and
reimbursements ........... 4.37% 4.66% 4.38% 4.76% 4.82%
</TABLE>

(1) For the period April 11, 1994 (commencement of operations) through March
31, 1995.

(2) For the period December 12, 1994 (commencement of operations) through March
31, 1995.

(3) Assumes investment at net asset value at the beginning of the year,
reinvestment of all dividends and distributions, and a complete redemption
of the investment at net asset value at the end of the year. Total return
is not annualized for periods less than one year.

(4) Annualized for periods less than a full year.

Page 41
<PAGE> 42
FINANCIAL HIGHLIGHTS (CONTINUED)
MONEY MARKET FUNDS

MUNICIPAL
MONEY MARKET
FUND
-----------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31 MARCH 31,
1999 1998 1997 1996 1995(1)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
Income ................. 0.03 0.03 0.03 0.03 0.03
------------- ------------- ------------- ------------- -------------

LESS DISTRIBUTIONS PAID:
From net investment
Income ................. (0.03) (0.03) (0.03) (0.03) (0.03)
------------- ------------- ------------- ------------- -------------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- ------------- -------------

TOTAL RETURN(3) ............. 2.98% 3.27% 3.14% 3.54% 2.90%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $ 2,384,030 $ 1,814,343 $ 1,420,041 $ 1,102,789 $ 927,747
Ratio to average net assets
of:(4)
Expenses, net of waivers
and reimbursements ....... 0.55% 0.55% 0.55% 0.49% 0.45%
Expenses, before waivers
and reimbursements ....... 0.89% 0.89% 0.90% 0.91% 0.95%
Net investment income,
net of waivers and
reimbursements ........... 2.90% 3.20% 3.08% 3.46% 3.10%
Net investment income,
before waivers and
reimbursements ........... 2.56% 2.86% 2.73% 3.04% 2.60%
</TABLE>
<TABLE>
<CAPTION>
CALIFORNIA
MUNICIPAL
MONEY MARKET
FUND
---------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(2)
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
Income ................. 0.03 0.03 0.03 0.04 0.01
------------- ------------- ------------- ------------- -------------

LESS DISTRIBUTIONS PAID:
From net investment
Income ................. (0.03) (0.03) (0.03) (0.04) (0.01)
------------- ------------- ------------- ------------- -------------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- ------------- -------------

TOTAL RETURN(3) ............. 2.75% 3.20% 3.19% 3.63% 1.27%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $ 363,050 $ 224,843 $ 200,989 $ 165,087 $ 161,316
Ratio to average net assets
of:(4)
Expenses, net of waivers
and reimbursements ....... 0.55% 0.49% 0.45% 0.39% 0.35%
Expenses, before waivers
and reimbursements ....... 0.91% 0.94% 0.94% 0.94% 1.07%
Net investment income,
net of waivers and
reimbursements ........... 2.68% 3.14% 3.13% 3.55% 3.78%
Net investment income,
before waivers and
reimbursements ........... 2.32% 2.69% 2.64% 3.00% 3.06%
</TABLE>

(1) For the period April 11, 1994 (commencement of operations) through March
31, 1995.

(2) For the period November 29, 1994 (commencement of operations) through March
31, 1995.

(4) Annualized for periods less than a full year.

Page 42
<PAGE> 43
FOR MORE INFORMATION

ANNUAL/SEMIANNUAL REPORT

Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders.

STATEMENT OF ADDITIONAL INFORMATION

Additional information about the Funds and their policies is also available in
the Funds' Statement of Additional Information ("SAI"). The SAI is incorporated
by reference into this Prospectus (is legally considered part of this
Prospectus).

The Funds' annual and semiannual reports, and the SAI, are available free upon
request by calling The Northern Funds Center at 1-800-595-9111.

TO OBTAIN OTHER INFORMATION AND FOR SHAREHOLDER INQUIRIES:
BY TELEPHONE - Call 1-800-595-9111
BY MAIL - Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

ON THE INTERNET - Text-only versions of the Funds' documents are available:

- On the SEC's website at http://www.sec.gov.

- On Northern Funds' website at http://www.northernfunds.com.

You may review and obtain copies of Northern Funds' documents by visiting the
SEC's Public Reference Room in Washington, D.C. You may also obtain copies of
Northern Funds' documents by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, D.C. 20549-6009. Information on the
operation of the public reference room may be obtained by calling the SEC at
1-800-SEC-0330.

[LOGO]

811-8236

Page 43
<PAGE> 44
NORTHERN FUNDS

MONEY MARKET FUNDS

o Money Market Fund
o U.S. Government Money Market Fund
o U.S. Government Select Money Market Fund
o Municipal Money Market Fund
o California Municipal Money Market Fund

FIXED INCOME FUNDS

o U.S. Government Fund
o Short-Intermediate U.S. Government Fund
o Intermediate Tax-Exempt Fund
o California Intermediate Tax-Exempt Fund
o Florida Intermediate Tax-Exempt Fund
o Fixed Income Fund
o Tax-Exempt Fund
o Arizona Tax-Exempt Fund
o California Tax-Exempt Fund
o International Fixed Income Fund
o High Yield Municipal Fund
o High Yield Fixed Income Fund

EQUITY FUNDS

o Income Equity Fund
o Stock Index Fund
o Growth Equity Fund
o Select Equity Fund
o Mid Cap Growth Fund
o Small Cap Index Fund
o Small Cap Fund
o International Growth Equity Fund
o International Select Equity Fund
o Technology Fund

PROSPECTUS DATED JULY 16, 1999

Although each of the Money Market Funds seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Money Market Funds.

The California Municipal Money Market, California Intermediate Tax-Exempt,
Florida Intermediate Tax-Exempt, Arizona Tax-Exempt and California Tax-Exempt
Funds are not available in certain states. Please call 1-800-595-9111 to
determine the availability in your state.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

Page 1
<PAGE> 45
<TABLE>
<CAPTION>

TABLE OF CONTENTS
<S> <C> <C>
PAGE
- ------------------------------------------------------- ----------------------------------------------------------
RISK/RETURN SUMMARY INTRODUCTION 5
Information about the objectives, principal o Definitions 5
strategies and risk characteristics of each Fund. o A Word About the Money Market Funds 5
MONEY MARKET FUNDS
o Money Market Fund 7
o U.S. Government Money Market Fund 8
o U.S. Government Select Money Market Fund 9
o Municipal Money Market Fund 10
o California Municipal Money Market Fund 11
----------------------------------------------------------
FIXED INCOME FUNDS
o U.S. Government Fund 12
o Short-Intermediate U.S. Government Fund 13
o Intermediate Tax-Exempt Fund 14
o California Intermediate Tax-Exempt Fund 15
o Florida Intermediate Tax-Exempt Fund 16
o Fixed Income Fund 18
o Tax-Exempt Fund 19
o Arizona Tax-Exempt Fund 20
o California Tax-Exempt Fund 22
o International Fixed Income Fund 23
o High Yield Municipal Fund 24
o High Yield Fixed Income Fund 26
----------------------------------------------------------
EQUITY FUNDS
o Income Equity Fund 27
o Stock Index Fund 28
o Growth Equity Fund 29
o Select Equity Fund 30
o Mid Cap Growth Fund 31
o Small Cap Index Fund 32
o Small Cap Fund 33
o International Growth Equity Fund 34
o International Select Equity Fund 35
o Technology Fund 36
----------------------------------------------------------
PRINCIPAL INVESTMENT RISKS 37
----------------------------------------------------------
FUND PERFORMANCE
o Money Market Fund 41
o U.S. Government Money Market Fund 42
o U.S. Government Select Money Market Fund 43
o Municipal Money Market Fund 44
o California Municipal Money Market Fund 45
o U.S. Government Fund 46
o Intermediate Tax-Exempt Fund 47
o Florida Intermediate Tax-Exempt Fund 48
o Fixed Income Fund 49
o Tax-Exempt Fund 50
o California Tax-Exempt Fund 51
o International Fixed Income Fund 52
o Income Equity Fund 53
o Stock Index Fund 54
----------------------------------------------------------

</TABLE>
Page 2
<PAGE> 46
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
o Growth Equity Fund 55
o Select Equity Fund 56
o Small Cap Fund 57
o International Growth Equity Fund 58
o International Select Equity Fund 59
o Technology Fund 60
----------------------------------------------------------
BROAD-BASED SECURITIES INDICES DESCRIPTIONS 61
----------------------------------------------------------
FUND FEES AND EXPENSES 62
- ------------------------------------------------------- ----------------------------------------------------------
MANAGEMENT OF THE FUNDS INVESTMENT ADVISERS 67
Details that apply to the Funds as a group ----------------------------------------------------------
ADVISORY FEES 67
----------------------------------------------------------
FUND MANAGEMENT 68
o Fixed Income Funds 68
o Equity Funds 69
o Other Fund Management Information 69
----------------------------------------------------------
OTHER FUND SERVICES 69

- ------------------------------------------------------- ----------------------------------------------------------
ABOUT YOUR ACCOUNT PURCHASING AND SELLING SHARES 70
How to open, maintain and close an account. o Purchasing Shares 70
o Opening an Account 70
o Selling Shares 72
----------------------------------------------------------
ACCOUNT POLICIES AND OTHER INFORMATION 74
o Calculating Share Price 74
o Timing of Money Market Fund
Purchase Requests 74
o Timing of Non-Money Market Fund
Purchase Requests 75
o Social Security/Tax Identification
Number 75
o In-Kind Purchases and Redemptions 75
o Miscellaneous Purchase Information 75
o Timing of Redemption and Exchange
Requests 75
o Payment of Money Market Fund
Redemption Proceeds 76
o Payment of Non-Money Market Fund
Redemption Proceeds 76
o Miscellaneous Redemption Information 76
o Exchange Privileges 76
o Telephone Transactions 77
o Making Changes to Your Account Information 77
o Signature Guarantees 77
o Business Day 77
o Early Closings 77
o Authorized Intermediaries 77
o Service Organizations 78
o Shareholder Reports 78
----------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS 79

</TABLE>

Page 3
<PAGE> 47
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
----------------------------------------------------------
TAX CONSIDERATIONS 80
----------------------------------------------------------
TAX TABLE 81
----------------------------------------------------------
YEAR 2000 ISSUES 82

- ------------------------------------------------------- ----------------------------------------------------------
RISKS, SECURITIES, TECHNIQUES AND FINANCIAL RISKS, SECURITIES AND TECHNIQUES
INFORMATION o Special Risks and Other Considerations 83
o Additional Description of Securities and
Common Investment Techniques 88
o Disclaimers 97

----------------------------------------------------------
FINANCIAL INFORMATION
o Fund Financial Highlights 99

- ------------------------------------------------------- ----------------------------------------------------------
FOR MORE INFORMATION ANNUAL/SEMIANNUAL REPORT 112
----------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION 112

- ------------------------------------------------------- ----------------------------------------------------------
</TABLE>

Page 4
<PAGE> 48
RISK/RETURN SUMMARY
INTRODUCTION

NORTHERN FUNDS IS A FAMILY OF NO-LOAD MUTUAL FUNDS THAT OFFERS A SELECTION OF
FUNDS TO INVESTORS, EACH WITH A DISTINCT INVESTMENT OBJECTIVE AND RISK/REWARD
PROFILE.

The descriptions on the following pages may help you choose the fund or funds
that best fit your investment needs. Keep in mind, however, that no fund can
guarantee it will meet its investment objective, and no fund should be relied
upon as a complete investment program.

This Prospectus describes the five money market, twelve fixed income and ten
equity funds (the "Funds") that make up the Northern Funds family.

In addition to the instruments described on the pages below, each Fund may use
various investment techniques in seeking its investment objective. You can learn
more about these techniques and their related risks by reading "Risks,
Securities and Techniques" beginning on page 81 of this Prospectus and the
Statement of Additional Information.

DEFINITIONS

CALIFORNIA FUNDS -- California Municipal Money Market Fund, California
Intermediate Tax-Exempt Fund and California Tax-Exempt Fund.

EQUITY FUNDS -- Income Equity Fund, Stock Index Fund, Growth Equity Fund, Select
Equity Fund, Mid Cap Growth Fund, Small Cap Index Fund, Small Cap Fund,
International Growth Equity Fund, International Select Equity Fund and
Technology Fund.

FIXED INCOME FUNDS -- U.S. Government Fund, Short-Intermediate U.S. Government
Fund, Intermediate Tax-Exempt Fund, California Intermediate Tax-Exempt Fund,
Florida Intermediate Tax-Exempt Fund, Fixed Income Fund, Tax-Exempt Fund,
Arizona Tax-Exempt Fund, California Tax-Exempt Fund, International Fixed Income
Fund, High Yield Municipal Fund and High Yield Fixed Income Fund.

INTERNATIONAL FUNDS -- International Fixed Income Fund, International Growth
Equity Fund and International Select Equity Fund.

MONEY MARKET FUNDS -- Money Market Fund, U.S. Government Money Market Fund, U.S.
Government Select Money Market Fund, Municipal Money Market Fund and California
Municipal Money Market Fund.

MUNICIPAL FUNDS -- Municipal Money Market Fund, California Municipal Money
Market Fund and High Yield Municipal Fund.

NON-MONEY MARKET FUNDS -- Fixed Income Funds and Equity Funds.

TAX-EXEMPT FUNDS -- Intermediate Tax-Exempt Fund, California Intermediate
Tax-Exempt Fund, Florida Intermediate Tax-Exempt Fund, Tax-Exempt Fund, Arizona
Tax-Exempt Fund and California Tax-Exempt Fund.

A WORD ABOUT THE MONEY MARKET FUNDS

The Money Market Funds seek to maintain a stable net asset value of $1.00 per
share. Consistent with this policy, each of the Money Market Funds:

Page 5
<PAGE> 49
RISK/RETURN SUMMARY

o Limits its dollar-weighted average portfolio maturity to 90 days or less;

o Buys securities with remaining maturities of 397 days or less (except for
certain variable and floating rate instruments and securities
collateralizing repurchase agreements); and

o Invests only in U.S. dollar-denominated securities that represent minimal
credit risks.

In addition, each Money Market Fund limits its investments to "Eligible
Securities" as defined by the Securities and Exchange Commission ("SEC").
Eligible Securities include, generally, securities that either (a) have
short-term debt ratings at the time of purchase in the two highest rating
categories or (b) are issued or guaranteed by, or otherwise allow a Money Market
Fund to demand payment from, an issuer with those ratings. Securities that are
unrated (including securities of issuers that have long-term but not short-term
ratings) may be deemed to be Eligible Securities if determined to be of
comparable quality by The Northern Trust Company ("Northern Trust") under the
direction of the Board of Trustees. Securities in which the Money Market Funds
invest may not earn as high a level of income as long-term or lower quality
securities, which generally have greater market risk and more fluctuation in
market value.

In accordance with current SEC regulations, each Money Market Fund will not
invest more than 5% of the value of its total assets at the time of purchase in
the securities of any single issuer. However, the California Municipal Money
Market Fund may invest up to 25% of its total assets in fewer than 5 issuers,
and the other Funds may invest up to 25% of their total assets in the securities
of a single issuer for up to three Business Days. These limitations do not apply
to cash, certain repurchase agreements, U.S. government securities or securities
of other investment companies. In addition, securities subject to certain
unconditional guarantees and securities that are not "First Tier Securities" as
defined by the SEC are subject to different diversification requirements as
described in the Statement of Additional Information.

Page 6
<PAGE> 50
RISK/RETURN SUMMARY

MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks its objective by investing in a broad
range of government, bank and commercial obligations that are available in the
money markets, including:

o U.S. dollar-denominated obligations of U.S. banks with total assets in
excess of $1 billion (including obligations of foreign branches of such
banks);

o U.S. dollar-denominated obligations of foreign commercial banks where such
banks have total assets in excess of $5 billion;

o High-quality commercial paper and other obligations issued or guaranteed by
U.S. and foreign corporations and other issuers;

o Corporate bonds, notes, paper and other instruments that are of
high-quality;

o Asset-backed securities;

o Securities issued or guaranteed as to principal and interest by the U.S.
government or by its agencies or instrumentalities and custodial receipts
with respect thereto;

o U.S. dollar-denominated securities issued or guaranteed by one or more
foreign governments or political subdivisions, agencies or
instrumentalities;

o Repurchase agreements relating to the above instruments; and

o Municipal securities issued or guaranteed by state or local governmental
bodies.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure and
guarantor risks. See page 37 for these risks and primary investment risks common
to all Funds.

Page 7
<PAGE> 51
RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. The Fund seeks its objective by investing in:

o Securities issued or guaranteed as to principal and interest by the U.S.
government, its agencies or instrumentalities;

o Repurchase agreements relating to such securities; and

o Custodial receipts representing interests in U.S. government securities.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, prepayment, debt extension, U.S. government securities,
counterparty failure and guarantor risks. See page 37 for these risks and
primary investment risks common to all Funds.

Page 8
<PAGE> 52
RISK/RETURN SUMMARY

U.S. GOVERNMENT SELECT MONEY MARKET FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the
preservation of capital and maintenance of liquidity by investing exclusively in
high-quality money market instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, prepayment, debt extension, U.S. government securities,
counterparty failure and guarantor risks. See page 37 for these risks and
primary investment risks common to all Funds.

Page 9
<PAGE> 53
RISK/RETURN SUMMARY

MUNICIPAL MONEY MARKET FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

o Fixed and variable rate notes and similar debt instruments;

o Tax-exempt commercial paper;

o Municipal bonds, notes, paper or other instruments; and

o Municipal bonds and notes which are guaranteed as to principal and interest
or backed by the U.S. government or its agencies or instrumentalities.

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure,
guarantor, concentration and tax risks. See page 37 for these risks and primary
investment risks common to all Funds.

Page 10
<PAGE> 54
RISK/RETURN SUMMARY

CALIFORNIA MUNICIPAL MONEY MARKET FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

o Fixed and variable rate notes and similar debt instruments;

o Tax-exempt commercial paper;

o Municipal bonds, notes, paper or other instruments; and

o Municipal bonds and notes which are guaranteed as to principal and interest
or backed by the U.S. government or its agencies or instrumentalities.

The Fund is "non-diversified" under the Investment Company Act of 1940, as
amended (the "1940 Act").

RISKS. These primary investment risks apply to the Fund: stable NAV, interest
rate/maturity, credit, prepayment, debt extension, counterparty failure,
guarantor, concentration and tax and non-diversification risks. See page 37 for
these risks and primary investment risks common to all Funds.

Page 11
<PAGE> 55
RISK/RETURN SUMMARY

U.S. GOVERNMENT FUND

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking a high level of current income, the Fund will
invest, under normal market conditions, at least 65% of its total assets in
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities and repurchase agreements relating to such securities. These
may include:

o U.S. Treasury bills, notes and bonds;

o Obligations of U.S. government agencies and instrumentalities;

o Mortgage-related securities issued or guaranteed by U.S. government
agencies and instrumentalities;

o Stripped securities evidencing ownership of future interest or principal
payments on obligations of the U.S. government, its agencies or
instrumentalities ; and

o Repurchase agreements relating to the above instruments.

In selecting securities for the Fund, the investment management team uses a
relative value approach, emphasizing sectors and securities believed to provide
more than adequate compensation for the risks assumed. In determining whether a
particular sector or security provides relative value, the investment management
team analyzes various economic and market information, including economic
growth, interest and inflation rates, deficit levels, the shape of the yield
curve, sector and quality spreads and risk premiums. It also uses proprietary
valuation models to analyze and compare expected returns and assumed risks.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between one and ten years.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
prepayment, debt extension, U.S. government securities, counterparty failure,
guarantor, and derivatives risks. See page 37 for these risks and primary
investment risks common to all Funds.

Page 12
<PAGE> 56
RISK/RETURN SUMMARY

SHORT-INTERMEDIATE U.S. GOVERNMENT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of current income.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income, the Fund will invest,
under normal market conditions, at least 65% of its total assets in securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities
and repurchase agreements relating to such securities. These may include:

o U.S. Treasury bills, notes and bonds;

o Obligations of U.S. government agencies and instrumentalities;

o Mortgage-related securities issued or guaranteed by U.S. government
agencies and instrumentalities;

o Stripped securities evidencing ownership of future interest or principal
payments on obligations of the U.S. government, its agencies or
instrumentalities; and

o Repurchase agreements relating to the above instruments.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between two and five years.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
prepayment, debt extension, U.S. government securities, counterparty failure,
guarantor and derivatives risks. See page 37 for these risks and primary
investment risks common to all Funds.

Page 13
<PAGE> 57
RISK/RETURN SUMMARY

INTERMEDIATE TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of current income exempt from regular
Federal income tax by investing in municipal instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax, the Fund may invest in a broad range of municipal
instruments. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Although the Fund invests primarily in investment grade debt obligations (i.e.,
obligations rated within the top four rating categories by a Nationally
Recognized Statistical Rating Organization or of comparable quality as
determined by Northern Trust), it may invest a portion of its assets in
obligations that are below investment grade ("junk bonds").

Under normal market conditions, investments in AMT obligations and taxable
instruments will not exceed 20% of the value of the total assets of the Fund.
During temporary defensive periods, however, the Fund may hold uninvested cash
or invest all or any portion of its assets in taxable instruments. Taxable
investments will consist exclusively of those instruments that may be purchased
by the Fixed Income Fund.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between three and ten years.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, concentration and tax risks. See page 37 for these risks and
primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

CALIFORNIA INTERMEDIATE TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide high current income exempt from regular Federal income
tax and California state personal income tax by investing in municipal
instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax and California state personal income tax, the Fund may invest
in a broad range of municipal instruments. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Under normal market conditions, at least 80% of the Fund's annual gross income
will be derived from tax-exempt municipal instruments. Interest earned by the
Fund on AMT obligations ("private activity bonds") the interest on which may be
treated as an item of tax preference to shareholders under the Federal
alternative minimum tax will not be deemed to have been derived from municipal
instruments for the purposes of determining whether the Fund meets this policy.
To the extent the Fund invests in AMT obligations, some portion of the Fund's
dividends may be subject to the alternative minimum tax. In addition, under
normal market conditions at least 65% of the Fund's total assets will be
invested in California municipal instruments.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between three and ten years. The Fund is "non-diversified"
under the 1940 Act.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, concentration, tax and non-diversification risks. See page 37 for
these risks and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

FLORIDA INTERMEDIATE TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide high current income exempt from regular Federal income
tax by investing in municipal instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax, the Fund may invest in a broad range of municipal
instruments. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Under normal market conditions, at least 80% of the Fund's annual gross income
will be derived from tax-exempt municipal instruments. Interest earned by the
Fund on AMT obligations ("private activity bonds") the interest on which may be
treated as an item of tax preference to shareholders under the Federal
alternative minimum tax will not be deemed to have been derived from municipal
instruments for the purposes of determining whether the Fund meets this policy.
To the extent the Fund invests in AMT obligations, some portion of the Fund's
dividends may be subject to the alternative minimum tax. In addition, under
normal market conditions, at least 65% of the Fund's total assets will be
invested in municipal instruments issued by the state of Florida and its
municipalities, counties and other taxing districts, as well as other securities
exempt from the Florida intangibles tax ("Florida municipal instruments").

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between three and ten years. The Fund is "non-diversified"
under the 1940 Act.

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RISK/RETURN SUMMARY

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, concentration, tax and non-diversification risks. See page 37 for
these risks and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

FIXED INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income, the Fund will invest,
under normal market conditions, in a broad range of bonds and other fixed income
securities. These may include:

o Obligations of the U.S. government, its agencies or instrumentalities;

o Obligations of state, local and foreign governments;

o Obligations of domestic and foreign banks and corporations;

o Zero coupon bonds, debentures, convertible debentures and preferred stock;

o Mortgage and other asset-backed securities;

o Stripped securities evidencing ownership of future interest or principal
payments on debt obligations; and

o Repurchase agreements relating to the above instruments.

Although the Fund invests primarily in investment grade domestic debt
obligations (i.e., obligations rated within the top four rating categories by a
Nationally Recognized Statistical Rating Organization or of comparable quality
as determined by Northern Trust), it may invest a portion of its assets in
obligations of foreign issuers and in securities that are below investment grade
("junk bonds").

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between seven and twelve years.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor and
derivatives risks. See page 37 for these risks and primary investment risks
common to all Funds.

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RISK/RETURN SUMMARY

TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of current income exempt from regular
Federal income tax by investing in municipal instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax, the Fund may invest in a broad range of municipal
instruments. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Under normal market conditions, investment in AMT obligations and taxable
instruments will not exceed 20% of the value of the total assets of the Fund.
During temporary defensive periods, however, the Fund may hold uninvested cash
or invest all or any portion of its assets in taxable instruments. Taxable
investments will consist exclusively of those instruments that may be purchased
by the Fixed Income Fund.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between ten and thirty years.

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RISK/RETURN SUMMARY

ARIZONA TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide high current income exempt from regular Federal income
tax and Arizona state personal income tax by investing in municipal instruments.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax and Arizona state personal income tax, the Fund may invest,
under normal market conditions, at least 80% of its total assets in a broad
range of municipal instruments. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Under normal market conditions, at least 80% of the Fund's annual gross income
will be derived from tax-exempt municipal instruments. Interest earned by the
Fund on AMT obligations ("private activity bonds") the interest on which may be
treated as an item of tax preference to shareholders under the Federal
alternative minimum tax will not be deemed to have been derived from municipal
instruments for the purposes of determining whether the Fund meets this policy.
To the extent the Fund invests in AMT obligations, some portion of the Fund's
dividends may be subject to the alternative minimum tax. In addition, under
normal market conditions, at least 65% of the Fund's total assets will be
invested in instruments the interest on which is exempt from Arizona state
personal income tax ("Arizona municipal instruments").

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between ten and thirty years. The Fund is "non-diversified"
under the 1940 Act.

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RISK/RETURN SUMMARY

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, concentration, tax and non-diversification risks. See page 37 for
these risks and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

CALIFORNIA TAX-EXEMPT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide high current income exempt from regular Federal income
tax and California state personal income tax.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Under normal market conditions, at least 80% of the Fund's annual gross income
will be derived from tax-exempt municipal instruments. Interest earned by the
Fund on AMT obligations ("private activity bonds") the interest on which may be
treated as an item of tax preference to shareholders under the Federal
alternative minimum tax will not be deemed to have been derived from municipal
instruments for the purposes of determining whether the Fund meets this policy.
To the extent the Fund invests in AMT obligations, some portion of the Fund's
dividends may be subject to the alternative minimum tax. In addition, under
normal market conditions, at least 65% of the Fund's total assets will be
invested in California municipal instruments.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between ten and thirty years. The Fund is "non-diversified"
under the 1940 Act.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, concentration, tax and non-diversification risks. See page 37 for
these risks and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

INTERNATIONAL FIXED INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks to maximize total return consistent with reasonable risk.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking to maximize total return, the Fund will
invest, under normal market conditions, at least 65% of its total assets in
bonds and other fixed income securities of foreign issuers. These may include:

o Obligations of foreign governments, their agencies or instrumentalities;

o Obligations of supranational organizations (such as the World Bank);

o Obligations of foreign corporations and banks;

o Zero coupon bonds, debentures, convertible debentures and preferred stock
of foreign issuers; and

o Mortgage and other asset-backed securities of foreign issuers.

The Fund will invest in the securities of issuers located in at least three
different foreign countries. Although the Fund primarily invests in mature
markets (such as Germany and Japan), it may also invest in emerging markets
(such as Argentina and China) depending upon the Fund management team's outlook
for the relative economic growth, expected inflation and other economic and
political prospects of each country or region. It is expected that during the
current fiscal year a substantial portion of the Fund's assets will be invested
in foreign governmental obligations because such obligations represent a
substantial portion of the non-U.S. fixed income market.

The Fund may also invest a portion of its assets in domestic obligations,
including obligations of the U.S. government, its agencies and instrumentalities
and repurchase agreements collateralized by such obligations. It may also invest
in the obligations of domestic banks and corporations, zero coupon bonds,
debentures and convertible debentures, and mortgage and other asset-backed
securities.

The Fund's dollar-weighted average maturity will, under normal market
conditions, range between three and eleven years. The Fund is "non-diversified"
under the 1940 Act.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
credit, prepayment, debt extension, counterparty failure, guarantor,
derivatives, non-diversification, currency, country, foreign regulatory and
concentration risks. See page 37 for these risks and primary investment risks
common to all Funds.

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RISK/RETURN SUMMARY

HIGH YIELD MUNICIPAL FUND

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income exempt from regular Federal income
tax.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking high current income exempt from regular
Federal income tax, the Fund will invest, under normal market conditions, at
least 65% of its total assets in municipal securities that are of low, medium or
upper medium quality. These may include:

o General obligation bonds secured by the issuer's full faith, credit and
taxing power;

o Revenue obligation bonds payable from the revenues derived from a
particular facility or class of facilities;

o Industrial development bonds;

o Moral obligation bonds;

o Tax-exempt derivative instruments;

o Stand-by commitments; and

o Municipal instruments backed by letters of credit, insurance or other forms
of credit enhancement issued by domestic or foreign banks, insurance
companies and other financial institutions.

Upper medium quality securities are rated A by a Nationally Recognized
Statistical Rating Organization, and medium quality securities are rated BBB or
Baa by a Nationally Recognized Statistical Rating Organization. Lower quality
securities, also commonly referred to as "junk bonds," are rated BB, Ba or lower
by a Nationally Recognized Statistical Rating Organization. Unrated securities
will be of comparable quality.

Lower quality securities tend to offer higher yields than higher rated
securities with similar maturities. However, lower rated securities are
considered speculative and generally involve greater price volatility and
greater risk of loss than higher rated securities. Medium quality securities,
although considered investment grade, are also considered to have speculative
characteristics. There is no minimum rating for a municipal instrument purchased
or held by the Fund, and the Fund may purchase securities that are in default.
Although the Fund primarily invests in low, medium or upper medium quality
securities, it may invest a portion (or, during temporary defensive periods,
all) of its assets in securities of higher quality.

Under normal market conditions, at least 80% of the Fund's annual gross income
will be derived from municipal securities. Under normal market conditions,
investments in taxable instruments will not exceed 20% of the value of the total
assets of the Fund; during temporary defensive periods, however, all or any
portion of a Fund's assets may be invested in such instruments. Taxable
investments will consist exclusively of those instruments that may be purchased
by the High Yield Fixed Income Fund.

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RISK/RETURN SUMMARY

The Fund does not have any portfolio maturity limitation, and may invest its
assets from time to time primarily in instruments with short, medium or long
maturities. The instruments held by the Fund are considered speculative, and an
investment in the Fund presents substantial risks in relation to a fund that
invests only in grade instruments.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
prepayment, debt extension, counterparty failure, guarantor, derivatives and
non-investment grade risks. See page 37 for these risks and primary investment
risks common to all Funds.

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RISK/RETURN SUMMARY

HIGH YIELD FIXED INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income. In doing so, the Fund may also
consider the potential for capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking to achieve its investment objective, the Fund
will invest, under normal market conditions, at least 65% of its total assets in
rated and unrated lower quality securities. These may include:

o Obligations of U.S. and foreign corporations and banks;

o Obligations of foreign, state and local governments;

o Obligations of the U.S. government, its agencies or instrumentalities;

o Senior and subordinated bonds and debentures;

o Mortgage and other asset-related securities;

o Zero coupon, pay-in-kind and capital appreciation bonds;

o Convertible securities, preferred stock, structured securities and loan
participations;

o Equity securities when the Fund holds debt or preferred stock of the
issuer; and

o Repurchase agreements relating to the above instruments.

Lower quality securities, also commonly referred to as "junk bonds," are rated
BB, Ba or lower by a Nationally Recognized Statistical Rating Organization.
Unrated securities will be determined to be of comparable quality by Northern
Trust.

Lower rated securities tend to offer higher yields than higher rated securities
with similar maturities. However, lower rated securities are considered
speculative and generally involve greater price volatility and greater risk of
loss than higher rated securities. There is no minimum rating for a security
purchased or held by the Fund, and the Fund may purchase securities that are in
default. Although the Fund invests primarily in lower quality fixed income
securities, it may invest a portion (or, during temporary defensive periods,
all) of its assets in securities of higher quality.

Although the Fund invests primarily in the debt obligations of domestic issuers,
it may invest a portion of its assets in the obligations of foreign issuers.

RISKS. These primary investment risks apply to the Fund: interest rate/maturity,
prepayment, debt extension, counterparty failure, guarantor, derivatives and
non-diversification risks. See page 37 for these risks and primary investment
risks common to all Funds.

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RISK/RETURN SUMMARY

INCOME EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of current income with long-term capital
appreciation as a secondary objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking to achieve its investment objective, the Fund
will, under normal market conditions, invest at least 65% of its total assets in
a mix of income-producing equity securities, including common and preferred
stocks and convertible securities.

Using fundamental research and quantitative analysis, the investment management
team selects securities based on factors such as:

o Current income;

o Prospects for growth; and

o Capital appreciation potential.

The Fund may also invest up to 35% of its total assets in a broad range of fixed
income securities that are permissible investments for the Fixed Income Fund.
Although the convertible securities and fixed income securities in which the
Fund may invest will generally be investment grade domestic securities (i.e.,
rated within the top four rating categories by a Nationally Recognized
Statistical Rating Organization or of comparable quality as determined by
Northern Trust), the Fund may invest up to 35% of its total assets in
convertible and fixed income securities that are below investment grade ("junk
bonds") and may invest a portion of its assets in the securities of foreign
issuers.

RISKS. This primary investment risk applies to the Fund: stock. See page 37 for
this risk and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

STOCK INDEX FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results approximating the aggregate price
and dividend performance of the securities included in the Standard & Poor's
("S&P") 500 Composite Stock Price Index ("S&P 500(R) Index").

The S&P 500(R) Index is an unmanaged index which includes 500 companies
operating across a broad spectrum of the U.S. economy, and its performance is
widely considered representative of the U.S. stock market as a whole.

The companies chosen for inclusion in the Index tend to be leaders in important
industries within the U.S. economy. However, companies are not selected by S&P
for inclusion because they are expected to have superior stock price performance
relative to the market in general or other stocks in particular.

S&P does not endorse any stock in the Index. It is not a sponsor of the Stock
Index Fund and is not affiliated with the Fund in any way.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. Under normal market conditions, the Fund will invest at
least 65% of its total assets in the equity securities of the companies that
make up the S&P 500(R) Index, in approximately the same proportions as they are
represented in the Index.

The Fund is passively managed, which means it tries to duplicate the investment
composition and performance of the S&P 500(R) Index using sophisticated computer
programs and statistical procedures. As a result, the investment management team
does not use traditional methods of fund investment management for this Fund,
such as selecting securities on the basis of economic, financial and market
analysis. Because the Fund will have fees and transaction expenses (while the
Index has none), returns are likely to be below those of the Index.

Under normal market conditions, it is expected that the quarterly performance of
the Fund will be within a .95 correlation with the S&P 500(R) Index, before
expenses.

RISKS. This primary investment risk applies to the Fund: stock. See page 37 for
this risk and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

GROWTH EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking long-term capital appreciation, the Fund will
invest, under normal market conditions, at least 65% of its total assets in the
equity securities of a broad mix of companies. Such companies generally will
have market capitalizations in excess of $750 million. Although the Fund
primarily invests in the common, preferred and convertible stocks of U.S.
companies, it may invest a portion of its assets in the stocks of foreign
issuers.

Using fundamental research and quantitative analysis, the investment management
team selects stocks believed to have favorable growth characteristics. In
determining whether a company has favorable growth characteristics, the
investment management team analyzes factors such as:

o Sales and earnings growth;

o Return on equity;

o Financial condition; and

o Market share and product leadership.

RISKS. This primary investment risk applies to the Fund: stock. See page 37 for
this risk and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

SELECT EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking long-term capital appreciation, the Fund will
invest, under normal market conditions, at least 65% of its total assets in the
equity securities of a select mix of companies. Such companies generally will
have market capitalizations in excess of $750 million. Although the Fund
primarily invests in the common, preferred and convertible stocks of U.S.
companies, it may invest a portion of its assets in the securities of foreign
issuers.

o Sales and earnings growth;

o Return on equity; and

o Financial condition.

The Fund may from time to time, emphasize particular companies or market
segments in attempting to achieve its investment objective. Many of the
companies in which the Fund invests retain their earnings to finance current and
future growth. These companies generally pay little or no dividends.

RISKS. This primary investment risk applies to the Fund: stock. See page 37 for
this risk and primary investment risks common to all Funds.

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RISK/RETURN SUMMARY

MID CAP GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking long-term capital appreciation, the Fund will
invest, under normal market conditions, at least 65% of its total assets in the
equity securities of companies with market capitalizations, at the time of
purchase, that are within the range of the Standard & Poor's MidCap 400 Stock
Index.

Using fundamental research and quantitative analysis, the investment management
team selects stocks of mid-sized companies that it believes have demonstrated
above average sales, earnings growth and return on equity relative to their
peers. In doing so, the investment management team considers factors such as a
company's:

o Financial condition;

o Market share and product leadership;

o Earnings growth relative to relevant competitors;

o Market valuation in comparison to other stocks and the stock's own
historical norms;

o Price trends; and

o Other investment criteria.

As of June 1, 1999, the approximate market capitalization range of the companies
included in the S&P MidCap 400 Index was between $200 million and $13.4 billion.
The stocks in which the Fund invests may or may not be included in the S&P
MidCap 400 Index.

Although the Fund primarily invests in the stocks of U.S. companies, it may
invest a portion of its assets in the securities of foreign issuers.

S&P does not endorse any stock in the Index. It is not a sponsor of the Mid Cap
Growth Fund and is not affiliated with the Fund in any way.

RISKS. These primary investment risks apply to the Fund: stock and mid cap stock
risks. See page 37 for these risks and primary investment risks common to all
Funds.

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RISK/RETURN SUMMARY

SMALL CAP INDEX FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results approximating the aggregate price
and dividend performance of the securities included in the Russell 2000 Index.

The Russell 2000 Index is a market value-weighted index which includes stocks of
the smallest 2,000 companies in the Russell 3000 Index. The Russell 3000 Index
consists of stocks of the 3,000 largest U.S. companies based on market
capitalization. The Russell 2000 Index is widely considered representative of
smaller company stock performance as a whole. The companies in the Russell 2000
Index are selected according to their total market capitalization. However,
companies are not selected by Frank Russell & Company ("Russell") for inclusion
in the Index because they are expected to have superior stock price performance
relative to the stock market in general or other stocks in particular.

Russell does not endorse any stock in the Index. It is not a sponsor of the
Small Cap Index Fund and is not affiliated with the Fund in any way.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. Under normal market conditions, the Fund will invest at
least 65% of its total assets in the securities included in the Russell 2000
Index. These will be selected on the basis of such factors as market
capitalization and liquidity.

Although the Fund attempts to mirror the aggregate investment characteristics of
the Russell 2000 Index as a whole, the number of issues held by the Fund will be
determined by the Fund's liquidity and size.

The Fund is passively managed, which means it tries to duplicate the investment
composition and performance of the Russell 2000 Index by using sophisticated
computer programs and statistical procedures. As a result, the investment
management team does not use traditional methods of fund investment management
for the Fund, such as selecting securities on the basis of economic, financial
and market analysis. Because the Fund will have fees and transaction expenses
(while the Index has none), returns are likely to be below those of the Index.

Under normal market conditions, it is expected that the quarterly performance of
the Fund will be within a .95 correlation with the Russell 2000 Index, before
expenses.

RISKS. These primary investment risks apply to the Fund: stock and small cap
stock risks. See page 37 for these risks and primary investment risks common to
all Funds.

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RISK/RETURN SUMMARY

SMALL CAP FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking long-term capital appreciation, the Fund will
invest, under normal market conditions, at least 65% of its total assets in the
equity securities of small companies. At the time of purchase, these companies
will have market capitalizations that are at or below the median capitalization
of stocks listed on the New York Stock Exchange.

Using fundamental research and quantitative analysis, the investment management
team selects small capitalization stocks of companies which it believes are
worth more than is indicated by current market prices. In determining whether a
stock is attractively priced, the investment management team analyzes factors
such as:

0 The relationship between price, book value, earnings and sales;

0 Trading volume; and

0 Bid-ask spreads.

Although the Fund primarily invests in the stocks of U.S. companies, it may
invest a portion of its assets in the securities of foreign issuers.

RISKS. These primary investment risks apply to the Fund: stock and small cap
stock risks. See page 37 for these risks and primary investment risks common to
all Funds.

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RISK/RETURN SUMMARY

INTERNATIONAL GROWTH EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Using fundamental research and quantitative analysis, the investment management
team selects stocks of foreign companies believed to have favorable growth
characteristics, low debt ratios and above-average returns and equity. In doing
so, the investment management team analyzes factors such as:

o Sales and earnings growth;

o Return on equity;

o Financial condition; and

o Market share and product leadership.

The Fund will invest in equity securities of issuers located in at least three
different foreign countries. The Fund may invest in mature markets (such as
Germany and Japan) and it may also invest in emerging markets (such as Argentina
and China). In determining whether to invest in a particular country or region,
the investment management team looks at a number of factors, including a
country's (or region's):

o Prospects for growth;

o Expected level of inflation;

o Government policies influencing business conditions;

o Outlook for currency relationships; and

o Range of investment opportunities available to international investors.

RISKS. These primary investment risks apply to the Fund: stock, currency,
country, foreign regulatory and concentration risks. See page 37 for these risks
and primary investment risks common to all Funds.

Page 34
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RISK/RETURN SUMMARY

INTERNATIONAL SELECT EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation. Any income received is
incidental to this objective.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Using fundamental research and quantitative analysis, the investment management
team selects stocks of foreign companies believed to have favorable growth
characteristics. In doing so, the investment management team analyzes factors
such as:

o Sales and earnings growth;

o Return on equity;

o Financial condition; and

o Market share and product leadership.

o Prospects for economic growth;

o Expected level of inflation;

o Government policies influencing business conditions;

o Outlook for currency relationships; and

o Range of investment opportunities available to international investors.

The Fund may, from time to time, emphasize particular companies or market
segments in attempting to achieve its investment objective. Many of the
companies in which the Fund invests retain their earnings to finance current and
future growth. These companies pay little or no dividends.

Page 35
<PAGE> 79
RISK/RETURN SUMMARY

TECHNOLOGY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide long-term capital appreciation by investing
principally in equity securities and securities of companies that develop,
produce or distribute products and services related to technology.

PRINCIPAL INVESTMENT STRATEGIES AND RISKS

INVESTMENT STRATEGIES. In seeking to achieve its investment objective, the Fund
will invest, under normal market conditions, at least 65% of its total assets in
securities of companies principally engaged in technology business activities.
In considering whether an issuer is principally engaged in technology business
activities, Northern Trust may consider, among other things, whether it is
listed on the Morgan Stanley High-Technology 35 Index (the "Morgan Stanley
Index"), the Hambrecht and Quist Technology Index (the "H&Q Index"), the
SoundView Technology Index (the "SoundView Index"), the technology grouping of
the S&P 500(R) Index or any other comparable technology index.

Using fundamental research and quantitative analysis, the investment management
team selects stocks of technology companies believed to have the potential to
outperform the technology sector over the next one- to two-year period. In doing
so, the investment management team selects investments based on factors such as:

o Financial condition;

o Market share;

o Product leadership or market niches;

o Earnings growth rates compared with relevant competitors;

o Market valuation compared to their stocks and the stock's own historical
norms;

o Price trends; and

o Other investment criteria.

Companies in which the Fund may invest include businesses related to the
following products and services: industrial and business machines;
communications; computers, software and peripheral products; electronics;
electronic media; environmental services; internet; office equipment and
supplies; television and video equipment and services; and satellite technology
and equipment. It is expected that more than 25% of the Fund's total assets will
normally be invested in technology companies which develop or sell computers,
software and peripheral products. The Fund may invest in both small and large
technology companies, without regard to their size.

Although the Fund primarily invests in the stocks of U.S. companies, it may
invest a portion of its assets in the securities of foreign issuers.

RISKS. These primary investment risks apply to the Fund: stock, small cap stock
and technology stock risks. See page 37 for these risks and primary investment
risks common to all Funds.

Page 36
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RISK/RETURN SUMMARY

PRINCIPAL INVESTMENT RISKS

All investments carry some degree of risk which will affect the value of a
Fund's investments, its investment performance and the price of its shares. As a
result, loss of money is a risk of investing in each Fund.

AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. ALTHOUGH THE MONEY MARKET FUNDS SEEK TO PRESERVE THE VALUE OF YOUR
INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE
FUNDS.

The following summarizes the principal risks that apply to the Funds and may
result in a loss of your investment.

RISKS THAT APPLY TO ALL FUNDS

o MARKET RISK is the risk that the value of the securities in which a Fund
invests may go up or down in response to the prospects of individual
companies and/or general economic conditions. Price changes may be
temporary or last for extended periods.

o MANAGEMENT RISK is the risk that a strategy used by the investment
management team may fail to produce the intended results.

o LIQUIDITY RISK is the risk that a Fund will not be able to pay redemption
proceeds within the time periods described in this prospectus because of
unusual market conditions, an unusually high volume of redemption requests
or other reasons.

0 YEAR 2000 RISK is the risk that a Fund's operations or value will be
adversely affected by the "Year 2000 Problem." This risk may be of greater
significance with respect to a Fund's investments in the securities of
foreign issuers. (For more information, please see "Year 2000 Issues" on
page 79.)

RISK THAT APPLIES TO THE MONEY MARKET FUNDS

o STABLE NAV RISK is the risk that the Money Market Funds will not be able to
maintain a net asset value per share of $1.00 at all times.

RISKS THAT APPLY PRIMARILY TO THE MONEY MARKET AND FIXED INCOME FUNDS

o INTEREST RATE/MATURITY RISK is the risk that during periods of rising
interest rates, a Fund's yield (and the market value of its securities)
will tend to be lower than prevailing market rates; in periods of falling
interest rates, a Fund's yield (and the market value of its securities)
will tend to be higher. The magnitude of these changes will often be
greater for longer-term fixed income securities than shorter-term
securities.

o CREDIT (OR DEFAULT) RISK is the risk that an issuer of fixed income
securities held by a Fund may default on its obligation to pay interest and
repay principal. Generally, the lower the credit rating of a security, the
greater the risk that the issuer of the security will default on its
obligation. High quality and investment grade securities are generally
believed to have relatively low degrees of credit risk.

o PREPAYMENT (OR CALL) RISK is the risk that an issuer will exercise its
right to pay principal on an obligation held by a Fund (such as a
mortgage-backed security) earlier than expected. This may happen during a
period of declining interest rates. Under these circumstances, a Fund may
be unable to recoup all of its initial investment and will suffer from
having to reinvest in lower yielding securities. The loss of higher
yielding securities and the reinvestment at lower interest rates can reduce
the Fund's income, total return and share price.

o DEBT EXTENSION RISK is the risk that an issuer will exercise its right to
pay principal on an obligation held by a Fund (such as a mortgage-backed
security) later than expected. This may happen during a period of rising
interest

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RISK/RETURN SUMMARY

rates. Under these circumstances, the value of the obligation will decrease
and the Fund will suffer from the inability to invest in higher yielding
securities.

o U.S. GOVERNMENT SECURITIES RISK is the risk that the U.S. government will
not provide financial support to U.S. government agencies,
instrumentalities or sponsored enterprises if it is not obligated to do so
by law.

o COUNTERPARTY FAILURE RISK is the risk that an issuer of a security, or a
bank or other financial institution that has entered into a repurchase
agreement, may default on its payment obligations.

o GUARANTOR (OR CREDIT ENHANCEMENT) RISK is the risk that changes in credit
quality of a U.S. or foreign bank, insurance company or other financial
institution could cause a Fund's investments in securities backed by
guarantees, letters of credit, insurance or other credit enhancements
issued by such bank or institution to decline in value.

RISK THAT APPLIES PRIMARILY TO THE FIXED INCOME FUNDS

o DERIVATIVES RISK is the risk that loss may result from a Fund's investments
in options, futures, swaps, structured securities and other derivative
instruments, which may be leveraged.

RISKS THAT APPLY PRIMARILY TO THE TAX-EXEMPT AND MUNICIPAL FUNDS

o CONCENTRATION RISK is the risk that a Fund may be more sensitive to an
adverse economic, business or political development if it invests more than
25% of its assets in the municipal instruments of issuers in the same
state, in municipal instruments the interest upon which is paid solely from
revenues of similar projects, or in industrial development bonds.

o TAX RISK is the risk that future legislative or administrative changes or
court decisions may materially affect the ability of a Fund to pay
tax-exempt dividends.

RISK THAT APPLIES PRIMARILY TO THE INTERNATIONAL FIXED INCOME FUND, THE
CALIFORNIA FUNDS, THE FLORIDA INTERMEDIATE TAX-EXEMPT FUND AND THE ARIZONA
TAX-EXEMPT FUND

o NON-DIVERSIFICATION RISK is the risk that a non-diversified Fund may be
more susceptible to adverse developments affecting any single issuer, and
more susceptible to greater losses because of these developments.

RISK THAT APPLIES PRIMARILY TO THE HIGH YIELD MUNICIPAL AND HIGH YIELD FIXED
INCOME FUNDS

o NON-INVESTMENT GRADE (OR "JUNK BOND") RISK may impact the value of
non-investment grade securities held by a Fund. Generally, these
securities, commonly known as "junk bonds," are subject to greater credit
risk, price volatility and risk of loss than investment grade securities.
In addition, there may be less of a market for them, which could make it
harder to sell them at an acceptable price. These and related risks mean
that a Fund may not achieve the expected income from non-investment grade
securities and that its share price may be adversely affected by declines
in the value of these securities.

RISK THAT APPLIES PRIMARILY TO THE EQUITY FUNDS

o STOCK RISK is the risk that stock prices have historically risen and fallen
in periodic cycles. As of the date of this Prospectus, U.S. stock markets
and certain foreign stock markets were trading at or close to record high
levels. There is no guarantee that such levels will continue.

RISK THAT APPLIES PRIMARILY TO THE SMALL CAP INDEX, SMALL CAP AND TECHNOLOGY
FUNDS

o SMALL CAP STOCK RISK is the risk that stocks of smaller companies may be
subject to more abrupt or erratic market movements than stocks of larger,
more established companies. Small companies may have limited

Page 38
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RISK/RETURN SUMMARY

product lines or financial resources, or may be dependent upon a small or
inexperienced management group. In addition, small cap stocks typically are
traded in lower volume, and their issuers typically are subject to greater
degrees of changes in their earnings and prospects.

RISK THAT APPLIES PRIMARILY TO THE MID CAP GROWTH FUND

o MID CAP STOCK RISK is the risk that stocks of mid-sized companies may be
subject to more abrupt or erratic market movements than stocks of larger,
more established companies. Mid-sized companies may have limited product
lines or financial resources, and may be dependent upon a particular niche
of the market.

RISK THAT APPLIES PRIMARILY TO THE TECHNOLOGY FUND

o TECHNOLOGY STOCK RISK is the risk that stocks of technology companies may
be subject to greater price volatility than stocks of companies in other
sectors. Technology companies may produce or use products or services that
prove commercially unsuccessful, become obsolete or become adversely
impacted by government regulation. Technology securities may experience
significant price movements caused by disproportionate investor optimism or
pessimism.

RISKS THAT APPLY PRIMARILY TO THE INTERNATIONAL FUNDS

While foreign securities may offer special investment opportunities, they also
involve special risks not typically associated with investments in U.S.
companies or issuers. These risks normally will be greatest when a Fund invests
in emerging markets. These risks include:

o CURRENCY RISK is the potential for price fluctuations in the dollar value
of foreign securities because of changing currency exchange rates.

o COUNTRY RISK is the potential for price fluctuations in foreign securities
because of political, financial and economic events in foreign countries.

o FOREIGN REGULATORY RISK is the risk that a foreign security could lose
value because of less stringent foreign securities regulations and
accounting and disclosure standards.

o CONCENTRATION RISK is the risk that investment of more than 25% of a Fund's
total assets in securities of issuers located in one country will subject
the Fund to increased country risk with respect to the particular country.

More information about the risks of investing in the Funds is provided in
"Risks, Securities and Techniques" beginning on page 81 of this Prospectus. You
should carefully consider the risks discussed in this section and "Risks,
Securities and Techniques" before investing in a Fund.

Page 39
<PAGE> 83
RISK/RETURN SUMMARY

FUND PERFORMANCE

The bar charts and tables below provide an indication of the risks of investing
in a Fund by showing: (a) changes in the performance of a Fund from year to
year; and (b) how the average annual returns of a Fund compare to those of a
broad-based securities market index. For a description of each broad-based
securities market index please see page 61.

The bar charts and tables assume reinvestment of dividends and distributions. A
Fund's past performance is not necessarily an indication of how the Fund will
perform in the future. Performance reflects expense limitations that were in
effect during the periods presented. If expense limitations were not in place, a
Fund's performance would have been reduced. The Mid Cap Growth, High Yield
Municipal and High Yield Fixed Income Funds commenced operations on March 31,
1998, December 31, 1998 and December 31, 1998. The Short-Intermediate U.S.
Government, California Intermediate Tax-Exempt, Arizona Tax-Exempt and Small Cap
Index Funds had not commenced operations as of the date of this Prospectus.
Since these Funds have less than one calendar year of performance, no
performance information is provided in this section.

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RISK/RETURN SUMMARY

MONEY MARKET FUND

[BAR CHART]

CALENDAR YEAR TOTAL RETURN

1995: 5.71%
1996: 5.08%
1997: 5.25%
1998: 5.19%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.14%

BEST AND WORST QUARTERLY PERFORMANCE
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.44%
Worst Quarter Return: Q2 '96 1.22%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

1-Year Since Inception
------ ---------------
MONEY MARKET FUND (Inception 4/11/94) 5.19% 5.15%
- --------------------------------------------------------------------------------

The 7-day yield for the Fund as of December 31, 1998: 4.81%. You may call
1-800-595-9111 to obtain the current 7-day yield.

Page 41
<PAGE> 85
RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET FUND

[BAR CHART]

CALENDAR YEAR TOTAL RETURN

1995: 5.62%
1996: 4.96%
1997: 5.14%
1998: 5.11%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.11%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.42%
Worst Quarter Return: Q4 '98 1.18%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

1-Year Since Inception
U.S. GOVERNMENT MONEY
MARKET FUND (Inception 4/11/94) 5.11% 5.05%
- -------------------------------------------------------------------------

The 7-day yield for the Fund as of December 31, 1998: 4.56%. You may call
1-800-595-9111 to obtain the current 7-day yield.

Page 42
<PAGE> 86
RISK/RETURN SUMMARY

U.S. GOVERNMENT SELECT MONEY MARKET FUND

[BAR CHART]

CALENDAR YEAR TOTAL RETURN

1995: 5.75%
1996: 5.09%
1997: 5.21%
1998: 5.03%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.10%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 1.45%
Worst Quarter Return: Q4 '98 1.17%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

1-Year Since Inception
U.S. GOVERNMENT SELECT MONEY MARKET FUND
(Inception 12/12/94) 5.03% 5.27%

The 7-day yield for the Fund as of December 31, 1998: 4.50%. You may call
1-800-595-9111 to obtain the current 7-day yield.

Page 43
<PAGE> 87
RISK/RETURN SUMMARY

MUNICIPAL MONEY MARKET FUND

[BAR CHART]

CALENDAR YEAR TOTAL RETURN

1995: 3.64%
1996: 3.18%
1997: 3.27%
1998: 3.09%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.62%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 0.95%
Worst Quarter Return: Q1 '98 0.73%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

1-Year Since Inception
MUNICIPAL MONEY MARKET FUND (Inception 4/11/94) 3.09% 3.21%

The 7-day yield for the Fund as of December 31, 1998: 3.21%. You may call
1-800-595-9111 to obtain the current 7-day yield.

Page 44
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RISK/RETURN SUMMARY

CALIFORNIA MUNICIPAL MONEY MARKET FUND

[BAR CHART]

CALENDAR YEAR TOTAL RETURN

1995: 3.77%
1996: 3.20%
1997: 3.28%
1998: 2.85%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.57%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 0.98%
Worst Quarter Return: Q3 '98 0.68%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

1-Year Since Inception
CALIFORNIA MUNICIPAL MONEY MARKET FUND
(Inception 11/29/94) 2.85% 3.29%

The 7-day yield for the Fund as of December 31, 1998: 2.98%. You may call
1-800-595-9111 to obtain the current 7-day yield.

Page 45

<PAGE> 89
RISK/RETURN SUMMARY

U.S. GOVERNMENT FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------

1995: 12.59%
1996: 3.05%
1997: 7.24%
1998: 7.53%

Year to date total return for the calendar quarter ended
March 31, 1999: (0.07)%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q3 '98 4.46%
Worst Quarter Return: Q1 '96 (1.07)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
U.S. GOVERNMENT FUND (Inception 4/1/94) 7.53% 6.32%
LEHMAN BROTHERS INTERMEDIATE GOVERNMENT BOND INDEX 8.49% 7.22%
</TABLE>

Page 46
<PAGE> 90
RISK/RETURN SUMMARY

INTERMEDIATE TAX-EXEMPT FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN
--------------------------

1995: 11.91%
1996: 3.36%
1997: 5.84%
1998: 5.15%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.55%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q1 '95 4.51%
Worst Quarter Return: Q1 '96 (0.25)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
INTERMEDIATE TAX EXEMPT FUND (Inception 4/1/94) 5.15% 5.43%
LEHMAN BROTHERS 5-YEAR MUNICIPAL BOND INDEX 5.84% 6.20%
</TABLE>

Page 47
<PAGE> 91
RISK/RETURN SUMMARY

FLORIDA INTERMEDIATE TAX-EXEMPT FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1997: 7.64%
1998: 5.68%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.40%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q3 '98 3.22%
Worst Quarter Return: Q1 '97 (0.12)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
FLORIDA INTERMEDIATE TAX-EXEMPT FUND (Inception
8/15/96) 5.68% 6.78%
LEHMAN BROTHERS MUTUAL FUND FLORIDA INTERMEDIATE
TAX-EXEMPT INDEX 6.44% 6.67%
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE
MUNICIPAL INDEX 6.30% 6.97%
</TABLE>

Page 48
<PAGE> 92
RISK/RETURN SUMMARY

FIXED INCOME FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 18.80%
1996: 2.61%
1997: 9.24%
1998: 8.00%

Year to date total return for the calendar quarter ended
March 31, 1999: (1.22)%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q2 '95 6.62%
Worst Quarter Return: Q1 '96 (2.85)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
FIXED INCOME FUND (Inception 4/1/94) 8.00% 8.02%
LEHMAN BROTHERS GOVERNMENT/
CORPORATE BOND INDEX 9.47% 8.42%
</TABLE>

Page 49
<PAGE> 93
RISK/RETURN SUMMARY

TAX-EXEMPT FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 17.37%
1996: 2.83%
1997: 8.71%
1998: 5.84%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.49%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q1 '95 6.59%
Worst Quarter Return: Q1 '96 (2.11)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
TAX EXEMPT FUND (Inception 4/1/94) 5.84% 6.98%
LEHMAN BROTHERS MUNICIPAL BOND INDEX 6.48% 7.84%
</TABLE>

Page 50
<PAGE> 94
RISK/RETURN SUMMARY

CALIFORNIA TAX-EXEMPT FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1998: 6.42%

Year to date total return for the calendar quarter ended
March 31, 1999: 0.70%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q3 '98 4.40%
Worst Quarter Return: Q4 '98 (0.16)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
CALIFORNIA TAX EXEMPT FUND (Inception 4/8/97) 6.42% 10.00%
LEHMAN BROTHERS CALIFORNIA EXEMPT MUNICIPAL INDEX 6.93% 9.83%
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE
MUNICIPAL INDEX 6.30% 8.27%
</TABLE>

Page 51
<PAGE> 95
RISK/RETURN SUMMARY

INTERNATIONAL FIXED INCOME FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 19.70%
1996: 5.53%
1997: (2.51)%
1998: 17.09%

Year to date total return for the calendar quarter ended
March 31, 1999: (5.18)%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q1 '95 11.04%
Worst Quarter Return: Q1 '97 (5.67)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
INTERNATIONAL FIXED INCOME FUND (Inception 4/1/94) 17.09% 8.35%
J.P. MORGAN INTERNATIONAL GOVERNMENT BOND INDEX 18.31% 8.98%
</TABLE>

Page 52
<PAGE> 96
RISK/RETURN SUMMARY

INCOME EQUITY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 18.92%
1996: 19.99%
1997: 20.84%
1998: 9.17%

Year to date total return for the calendar quarter ended
March 31, 1999: 1.16%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 10.98%
Worst Quarter Return: Q3 '98 (9.30)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
INCOME EQUITY FUND (Inception 4/1/94) 9.17% 13.62%
MERRILL LYNCH INVESTMENT GRADE CONVERTIBLE BOND INDEX 11.36% 14.02%
</TABLE>

Page 53
<PAGE> 97
RISK/RETURN SUMMARY

STOCK INDEX FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1997: 32.71%
1998: 27.88%

Year to date total return for the calendar quarter ended
March 31, 1999: 4.77%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 21.18%
Worst Quarter Return: Q3 '98 (10.05)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
STOCK INDEX FUND (Inception 10/7/96) 27.88% 29.73%
S&P 500(R) INDEX 28.61% 30.61%
</TABLE>

Page 54
<PAGE> 98
RISK/RETURN SUMMARY

GROWTH EQUITY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 26.15%
1996: 17.82%
1997: 30.13%
1998: 33.14%

Year to date total return for the calendar quarter ended
March 31, 1999: 5.47%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 24.82%
Worst Quarter Return: Q3 '98 (11.30)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
GROWTH EQUITY FUND (Inception 4/1/94) 33.14% 22.44%
S&P 500(R) INDEX 28.61% 26.49%
</TABLE>

Page 55
<PAGE> 99
RISK/RETURN SUMMARY

SELECT EQUITY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 28.88%
1996: 21.53%
1997: 31.78%
1998: 35.13%

Year to date total return for the calendar quarter ended
March 31, 1999: 7.53%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 27.46%
Worst Quarter Return: Q3 '98 (10.70)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
SELECT EQUITY FUND (Inception 4/6/94) 35.13% 24.43%
S&P 500(R) INDEX 28.61% 26.42%
</TABLE>

Page 56
<PAGE> 100
RISK/RETURN SUMMARY

SMALL CAP FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 22.54%
1996: 18.95%
1997: 29.77%
1998: (5.94)%

Year to date total return for the calendar quarter ended
March 31, 1999: (10.64)%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q3 '97 16.95%
Worst Quarter Return: Q3 '98 (20.46)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
SMALL CAP FUND (4/1/94) (5.94)% 12.02%
RUSSELL 2000 INDEX (2.44)% 13.05%
</TABLE>

Page 57
<PAGE> 101
RISK/RETURN SUMMARY

INTERNATIONAL GROWTH EQUITY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: 2.04%
1996: 5.02%
1997: 6.26%
1998: 23.98%

Year to date total return for the calendar quarter ended
March 31, 1999: 3.86%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 18.84%
Worst Quarter Return: Q3 '98 (13.72)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
INTERNATIONAL GROWTH EQUITY FUND (Inception 4/1/94) 23.98% 7.86%
MSCI EAFE INDEX 19.97% 8.89%
</TABLE>

Page 58
<PAGE> 102
RISK/RETURN SUMMARY

INTERNATIONAL SELECT EQUITY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1995: -0.79%
1996: 2.89%
1997: 9.08%
1998: 22.36%

Year to date total return for the calendar quarter ended
March 31, 1999: 2.62%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 16.27%
Worst Quarter Return: Q3 '98 (11.80)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
INTERNATIONAL SELECT EQUITY FUND (Inception 4/5/94) 22.36% 7.26%
MSCI EAFE INDEX BLENDED WITH EMERGING MARKETS FREE INDEX 15.24% 7.62%
</TABLE>

Page 59
<PAGE> 103
RISK/RETURN SUMMARY

TECHNOLOGY FUND

[Bar Chart]

CALENDAR YEAR TOTAL RETURN

1997: 16.76%
1998: 83.01%

Year to date total return for the calendar quarter ended
March 31, 1999: 17.22%

BEST AND WORST QUARTERLY PERFORMANCE:
(for the periods ended December 31, 1998)

Best Quarter Return: Q4 '98 50.19%
Worst Quarter Return: Q4 '97 (13.23)%

AVERAGE ANNUAL TOTAL RETURN (FOR THE PERIODS ENDED DECEMBER 31, 1998)

<TABLE>
<CAPTION>
Since
1 Year Inception
------ ---------
<S> <C> <C>
TECHNOLOGY FUND (Inception 4/1/96) 83.01% 45.93%
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX 95.70% 44.94%
S&P 500(R) INDEX 28.61% 28.66%
</TABLE>

Page 60
<PAGE> 104
RISK/RETURN SUMMARY

BROAD-BASED SECURITIES INDICES DESCRIPTIONS

THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT BOND INDEX is an unmanaged index
including all public obligations of the U.S. Treasury and all publicly issued
debt of U.S. government agencies with maturities of up to 10 years.
The Index figures do no reflect any fees or expenses.

THE LEHMAN BROTHERS 5-YEAR MUNICIPAL BOND INDEX is an unmanaged index of
investment grade (Baa or better) tax-exempt bonds with maturities of 4 to 6
years. The Index figures do not reflect any fees or expenses.

THE LEHMAN BROTHERS MUTUAL FUND FLORIDA INTERMEDIATE TAX-EXEMPT INDEX is an
unmanaged index of investment grade (Baa or better) tax-exempt Florida bonds
with a remaining maturity of at least one year. The index figures do not reflect
any fees or expenses.

THE LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE MUNICIPAL INDEX is an unmanaged
index of investment grade (Baa or better) tax-exempt bonds with maturities of
five to ten years. The figures do not reflect any fees or expenses.

THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX is an unmanaged index of
prices of U.S. government and corporate bonds with not less than one year to
maturity. The Index figures do not reflect any fees or expenses.

THE LEHMAN BROTHERS MUNICIPAL BOND INDEX is an unmanaged index of investment
grade (Baa or better) tax-exempt bonds with a remaining maturity of at least one
year. The Index figures do not reflect any fees or expenses.

THE LEHMAN BROTHERS CALIFORNIA EXEMPT MUNICIPAL INDEX is an unmanaged index of
investment grade (Baa or better) tax-exempt California bonds with a remaining
maturity of at least one year. The Index figures do not reflect any fees or
expenses.

THE J.P. MORGAN INTERNATIONAL GOVERNMENT BOND INDEX is an unmanaged index of
non-U.S. government bonds with maturities of one to thirty years. The Index
figures do not reflect any fees or expenses.

THE MERRILL LYNCH INVESTMENT GRADE CONVERTIBLE BOND INDEX is an unmanaged index
consisting of investment grade (BBB or better) convertible bonds and preferred
stocks. The Index figures do not reflect any fees or expenses.

THE S&P 500(R) INDEX is the Standard and Poor's Composite Index of 500 stocks, a
widely recognized, unmanaged index of common stock prices. The Index figures do
not reflect any fees or expenses.

THE RUSSELL 2000 INDEX is an unmanaged index which tracks the performance of the
2,000 smallest of the 3,000 largest U.S. companies, based on market
capitalization. The Index figures do not reflect any fees or expenses.

THE MSCI EAFE INDEX is the Morgan Stanley Capital International Europe,
Australasia and Far East Index, an unmanaged index which tracks the performance
of selected equity securities in Europe, Australia, Asia and the Far East. The
Index figures do not reflect any fees or expenses.

THE MSCI EAFE INDEX BLENDED WITH EMERGING MARKETS FREE INDEX is an unmanaged
index comprised of companies representative of developed European and Pacific
Basin countries as well as emerging market countries. The Index figures do not
reflect any fees or expenses.

THE MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX is an unmanaged index which tracks
the performance of stocks within the technology sector. The Index figures do not
reflect any fees or expenses.

Page 61
<PAGE> 105
RISK/RETURN SUMMARY

FUND FEES AND EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(fees paid directly from your investment)
--------------------------------------------------------------------
SALES
SALES CHARGE
CHARGE DEFERRED (LOAD)
(LOAD) SALES IMPOSED ON
IMPOSED ON CHARGE REINVESTED REDEMPTION EXCHANGE
FUND PURCHASES (LOAD) DISTRIBUTIONS FEES(1) FEES
---- ---------- -------- ------------- ---------- --------
<S> <C> <C> <C> <C> <C>
Money Market None None None None None

U.S. Government Money Market None None None None None

U.S. Government Select Money Market None None None None None

Municipal Money Market None None None None None

California Municipal Money Market None None None None None

U.S. Government None None None None None

Short-Intermediate U.S. Government(4) None None None None None

Intermediate Tax-Exempt None None None None None

California Intermediate Tax-Exempt(4) None None None None None

Florida Intermediate Tax-Exempt None None None None None

Fixed Income None None None None None

Tax-Exempt None None None None None

Arizona Tax-Exempt(4) None None None None None

California Tax-Exempt None None None None None

International Fixed Income None None None None None
</TABLE>

Page 62
<PAGE> 106
RISK/RETURN SUMMARY

EXAMPLE

The following Example is intended to help
you compare the cost of investing in a
Fund (without fee waivers and expense
reimbursements) with the cost of investing
in other mutual funds.

The Example assumes that you invest
$10,000 in a Fund for the time periods
indicated (with reinvestment of all
dividends and distributions) and then
redeem all of your shares at the end of
those periods. The Example also assumes
that your investment has a 5% return each
year and that a Fund's operating expenses
remain the same. Although your actual
costs may be higher or lower, based on
these assumptions your costs would be:

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
TOTAL ANNUAL
DISTRIBUTION FUND
MANAGEMENT (12a-1) OTHER OPERATING
FEES FEES(3) EXPENSES EXPENSE* ONE YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ------------ -------- ------------ -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
0.60% 0.00% 0.29% 0.89% $ 91 $285 $495 $1,100

0.60% 0.00% 0.31% 0.91% 93 291 506 1,123

0.60% 0.00% 0.29% 0.89% 91 285 495 1,100

0.60% 0.00% 0.31% 0.91% 93 291 506 1,123

0.75% 0.00% 0.32% 1.07% 110 342 593 1,311

0.75% 0.00% 0.42% 1.17% 120 374 N/A N/A

0.75% 0.00% 0.31% 1.06% 109 339 587 1,299

0.75% 0.00% 0.37% 1.12% 115 358 N/A N/A

0.75% 0.00% 0.54% 1.29% 132 411 712 1,564

0.75% 0.00% 0.33% 1.08% 111 345 598 1,323

0.75% 0.00% 0.50% 1.25% 128 399 N/A N/A

0.75% 0.00% 0.42% 1.17% 120 374 647 1,427

0.90% 0.00% 1.06% 1.96% 201 621 1,066 2,302
</TABLE>

Page 63
<PAGE> 107
RISK/RETURN SUMMARY

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(fees paid directly from your investment)
---------------------------------------------------------------------------------------
SALES
SALES CHARGE
CHARGE DEFERRED (LOAD)
(LOAD) SALES IMPOSED ON
IMPOSED ON CHARGE REINVESTED REDEMPTION EXCHANGE
FUND PURCHASES (LOAD) DISTRIBUTIONS FEES(1) FEES
---- ---------- -------- ------------- ---------- --------
<S> <C> <C> <C> <C> <C>
High Yield Municipal None None None None None

High Yield Fixed Income None None None None None

Income Equity None None None None None

Stock Index None None None None None

Growth Equity None None None None None

Select Equity None None None None None

Mid Cap Growth None None None None None

Small Cap Index(4) None None None None None

Small Cap None None None None None

International Growth Equity None None None None None

International Select Equity None None None None None

Technology None None None None None
</TABLE>

Page 64
<PAGE> 108
RISK/RETURN SUMMARY

EXAMPLE

The following Example is intended to help
you compare the cost of investing in a
Fund (without fee waivers and expense
reimbursements) with the cost of investing
in other mutual funds.

The Example assumes that you invest
$10,000 in a Fund for the time periods
indicated (with reinvestment of all
dividends and distributions) and then
redeem all of your shares at the end of
those periods. The Example also assumes
that your investment has a 5% return each
year and that a Fund's operating expenses
remain the same. Although your actual
costs may be higher or lower, based on
these assumptions your costs would be:

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
TOTAL ANNUAL
DISTRIBUTION FUND
(12d-1) OTHER OPERATING
MANAGEMENT FEES FEES(3) EXPENSES(4) EXPENSES* ONE YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------------ ----------- ------------ -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
0.75% 0.00% 0.97% 1.72% $176 $546 N/A N/A

0.75% 0.00% 0.45% 1.20% 123 383 N/A N/A

1.00% 0.00% 0.35% 1.35% 138 430 $744 $1,632

0.60% 0.00% 0.40% 1.00% 103 320 555 1,229

1.00% 0.00% 0.30% 1.30% 133 415 717 1,575

1.20% 0.00% 0.34% 1.54% 158 490 845 1,845

1.00% 0.00% 0.65% 1.65% 169 524 903 1,967

0.65% 0.00% 0.36% 1.01% 104 323 N/A N/A

1.20% 0.00% 0.32% 1.52% 156 484 835 1,823

1.20% 0.00% 0.42% 1.62% 166 515 888 1,934

1.20% 0.00% 0.46% 1.66% 170 527 909 1,978

1.20% 0.00% 0.33% 1.53% 157 487 840 1,834
</TABLE>

Page 65
<PAGE> 109
RISK/RETURN SUMMARY

Footnotes

1. A fee of $15.00 may be applicable for each wire redemption.

2. During the last fiscal year the Funds did not pay any 12b-1 fees. The
Funds do not expect to pay any 12b-1 fees during the current fiscal
year. The maximum distribution fee is 0.25% of each Fund's average net
assets under Northern Funds' Distribution and Service Plan.

3. These expenses include custodian, transfer agency and administration
expenses as well as other customary Fund expenses. The administrator is
entitled to an administration fee of 0.15%, a portion of which is
currently being waived voluntarily. The High Yield Municipal and High
Yield Fixed Income Funds commenced operations on December 31, 1998. As
a result, "Other Expenses" for those Funds are based on estimates for
the current fiscal year.

4. Since the Short-Intermediate U.S. Government, California Intermediate
Tax-Exempt, Arizona Tax-Exempt and Small Cap Index Funds had not
commenced operations as of the date of this Prospectus, "Other
Expenses" is based on estimated amounts the Funds expect to pay during
the current fiscal year.

* As a result of voluntary fee reductions, waivers and reimbursements,
"Management Fees," "Other Expenses" and "Total Fund Operating Expenses"
which are actually incurred by the Funds are set forth below. The
voluntary fee reductions, waivers and reimbursements may be terminated
at any time at the option of the Investment Adviser. If this occurs,
"Management Fees," "Other Expenses" and "Total Fund Operating Expenses"
may increase without shareholder approval.

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
FUND FEES (12b-1) FEES(2) EXPENSES(3) EXPENSES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market 0.40% 0.00% 0.15% 0.55%
U.S. Government Money Market 0.40% 0.00% 0.15% 0.55%
U.S. Government Select Money Market 0.40% 0.00% 0.15% 0.55%
Municipal Money Market 0.40% 0.00% 0.15% 0.55%
California Municipal Money Market 0.40% 0.00% 0.15% 0.55%
U.S. Government 0.75% 0.00% 0.15% 0.90%
Short-Intermediate U.S. Government(4) 0.75% 0.00% 0.15% 0.90%
Intermediate Tax-Exempt 0.70% 0.00% 0.15% 0.85%
California Intermediate Tax-Exempt(4) 0.70% 0.00% 0.15% 0.85%
Florida Intermediate Tax-Exempt 0.70% 0.00% 0.15% 0.85%
Fixed Income 0.75% 0.00% 0.15% 0.90%
Tax-Exempt 0.70% 0.00% 0.15% 0.85%
Arizona Tax-Exempt(4) 0.70% 0.00% 0.15% 0.85%
California Tax-Exempt 0.70% 0.00% 0.15% 0.85%
International Fixed Income 0.90% 0.00% 0.25% 1.15%
High Yield Municipal 0.70% 0.00% 0.15% 0.85%
High Yield Fixed Income 0.75% 0.00% 0.15% 0.90%
Income Equity 0.85% 0.00% 0.15% 1.00%
Stock Index 0.40% 0.00% 0.15% 0.55%
Growth Equity 0.85% 0.00% 0.15% 1.00%
Select Equity 0.85% 0.00% 0.15% 1.00%
Mid Cap Growth(4) 0.85% 0.00% 0.15% 1.00%
Small Cap Index 0.50% 0.00% 0.15% 0.65%
Small Cap 0.85% 0.00% 0.15% 1.00%
International Growth Equity 1.00% 0.00% 0.25% 1.25%
International Select Equity 1.00% 0.00% 0.25% 1.25%
Technology 1.00% 0.00% 0.23% 1.23%
</TABLE>

Page 66
<PAGE> 110
ABOUT YOUR ACCOUNT

INVESTMENT ADVISERS

The Northern Trust Company ("Northern Trust"), an Illinois state-chartered bank
and member of the Federal Reserve System, serves as investment adviser for all
Funds except the Stock Index, Small Cap Index and Small Cap Funds. Northern
Trust Quantitative Advisors, Inc. ("NTQA"), an Illinois state-chartered trust
company, serves as investment adviser for the Stock Index, Small Cap Index and
Small Cap Funds.

Northern Trust and NTQA are referred to as the "Investment Advisers." The
Investment Advisers are located at 50 S. LaSalle Street, Chicago, IL 60675 and
are wholly-owned subsidiaries of Northern Trust Corporation, a bank holding
company. As of March 31, 1999, Northern Trust Corporation and its subsidiaries
had approximately $27.6 billion in assets, $16.6 billion in deposits and
employed over 8,150 persons.

Under its Advisory Agreement with Northern Funds, each Investment Adviser,
subject to the general supervision of Northern Funds' Board of Trustees, is
responsible for making investment decisions for the Funds for which it serves as
adviser and for placing purchase and sale orders for portfolio securities.

ADVISORY FEES

As compensation for its advisory services and its assumption of related
expenses, each Investment Adviser is entitled to an advisory fee, computed daily
and payable monthly, at annual rates set forth in the table below (expressed as
a percentage of each Fund's respective average daily net assets). The table also
reflects the advisory fees (after voluntary fee waivers) paid by the Funds for
the fiscal year ended March 31, 1999.

<TABLE>
<CAPTION>
ADVISORY FEE
PAID
CONTRACTUAL FOR FISCAL YEAR
FUND RATE ENDED 3/31/99
- ---- ----------- ---------------
<S> <C> <C>
Money Market 0.60% 0.40%
U.S. Government Money Market 0.60% 0.40%
U.S. Government Select Money Market 0.60% 0.40%
Municipal Money Market 0.60% 0.40%
California Municipal Money Market 0.60% 0.40%
U.S. Government 0.75% 0.75%
Short-Intermediate U.S. Government 0.75% N/A
Intermediate Tax-Exempt 0.75% 0.70%
California Intermediate Tax-Exempt 0.75% 0.70%
Florida Intermediate Tax-Exempt 0.75% N/A
Fixed Income 0.75% 0.75%
Tax-Exempt 0.75% 0.70%
Arizona Tax-Exempt 0.75% N/A
California Tax-Exempt 0.75% 0.70%
International Fixed Income 0.90% 0.90%
High Yield Municipal 0.75% 0.70%
High Yield Fixed Income 0.75% 0.75%
Income Equity 1.00% 0.85%
Stock Index 0.60% 0.40%
Growth Equity 1.00% 0.85%
Select Equity 1.20% 0.85%
Mid Cap Growth 1.00% 0.85%
Small Cap Index 0.65% N/A
Small Cap 1.20% 0.85%
International Growth Equity 1.20% 1.00%
International Select Equity 1.20% 1.00%
Technology 1.20% 1.00%
</TABLE>

Page 67
<PAGE> 111
ABOUT YOUR ACCOUNT

The difference, if any, between the contractual advisory fees and the actual
advisory fees paid by the Funds reflects that the Investment Advisers did not
charge the full amount of the advisory fees to which they were entitled. The
Investment Advisers may discontinue or modify their voluntary limitations in the
future at their discretion.

FUND MANAGEMENT

The Investment Advisers employ a team approach to the investment management of
the Funds, relying upon investment professionals under the leadership of James
M. Snyder, Chief Investment Officer and Executive Vice President of Northern
Trust and Chairman and Chief Executive Officer of NTQA. Below is information
regarding the management of the Funds other than the Money Market Funds and the
Stock Index and Small Cap Index Funds.

FIXED INCOME FUNDS

The management team leaders for the U.S. Government Fund are Mark J. Wirth,
Senior Vice President of Northern Trust and Monty M. Memler, Vice President of
Northern Trust. Mr. Wirth has had such responsibility for the Fund since July
1998. Mr. Memler has had such responsibility for the Fund since November 1994.
Mr. Wirth joined Northern Trust in 1986 and during the past five years has
managed various fixed income portfolios. Mr. Memler joined Northern Trust in
1986 and during the past five years has managed various fixed income portfolios.

Mr. Wirth and Steven M. Schafer, Vice President of Northern Trust will be the
management team leaders for the Short-Intermediate U.S. Government Fund after it
commences operations. Mr. Schafer joined Northern Trust in 1988 and during the
past five years has managed various fixed income portfolios and served as credit
analyst following both industrial and utility companies.

The management team leaders for the Intermediate Tax-Exempt Fund and Tax-Exempt
Fund are Eric M. Bergson, Vice President of Northern Trust, and Timothy T. A.
McGregor, Second Vice President of Northern Trust. Mr. Bergson and Mr. McGregor
have had such responsibility for the Tax-Exempt Fund since November 1998. Mr.
Bergson has had such responsibility for the Intermediate Tax-Exempt Fund since
1994. Mr. McGregor has had such responsibility for the Intermediate Tax-Exempt
Fund since 1998. Mr. Bergson joined Northern Trust in 1986 and during the past
five years has managed various municipal bond portfolios. Mr. McGregor joined
Northern Trust in 1989 and during the past five years has also managed various
municipal bond portfolios.

Messrs. Bergson and Eric V. Boeckmann, Vice President in the Fixed Income
Management Division, will also be the management team leaders for the California
Intermediate Tax-Exempt and Arizona Tax-Exempt Funds after they commence
operations. Mr. Boeckmann joined Northern Trust in 1985 and during the past five
years has managed various municipal bond portfolios, including common trust
funds invested in municipal securities.

The management team leaders for the Florida Intermediate Tax-Exempt Fund are Mr.
Bergson and Gregory A. Bell, Second Vice President of Northern Trust. Mr.
Bergson has had such responsibility for the Florida Intermediate Tax-Exempt Fund
since 1996. Mr. Bell has had such responsibility for the Fund since November
1998. Mr. Bell joined Northern Trust in 1984 and during the past five years has
managed various municipal bond portfolios.

The management team leaders for the Fixed Income Fund are Messrs. Wirth and
Schafer. Mr. Wirth has had such responsibility since July 1998 and Mr. Schafer
has had such responsibility since December 1998.

The management team leaders for the California Tax-Exempt Fund are Messrs.
Bergson and Boeckman. Mr. Bergson has had such responsibility since November
1998 and Mr. Boeckmann has had such responsibility since April 1998.

The management team leader for the International Fixed Income Fund is Mr.
Schafer. Mr. Schafer has had such responsibility since July 1998.

The management team leader for the High Yield Municipal Fund is M. Jane McCart,
Senior Vice President of Northern Trust. Ms. McCart has had such responsibility
since the fund commenced operations in December 1998.

Page 68
<PAGE> 112
ABOUT YOUR ACCOUNT

From 1983 to December 1998, she was with Stein Roe & Farnham Incorporated where
she had been the portfolio manager of various municipal bond portfolios.

The management team leaders for the High Yield Fixed Income Fund are Ms. McCart
and Eric Misenheimer, Vice President of Northern Trust. Ms. McCart has had such
responsibility since the Fund commenced operations in December 1998. Mr.
Misenheimer has had such responsibility since July 1999. From April 1998 to May
1999, Mr. Misenheimer was with Stein Roe & Farnham Incorporated where he had
been a research analyst and an associate portfolio manager of various high yield
bond portfolios. Prior thereto, he was a research analyst with Falcon Asset
Management.

EQUITY FUNDS

Theodore T. Southworth, Vice President of Northern Trust, has led the management
team for the Income Equity Fund since 1995. He joined Northern Trust in 1984 and
during the past five years has managed various equity portfolios.

Jon D. Brorson, Senior Vice President of Northern Trust, and John J. Zielinski,
Vice President of Northern Trust, are the management team leaders for the Growth
Equity Fund. Mr. Brorson has had such responsibility since July 1998 and Mr.
Zielinski has had such responsibility since April 1998. Mr. Brorson has managed
equity portfolios with Northern Trust since 1996, and from 1990 to 1996, he was
with Hartline Investment Corp., where his primary responsibilities included
portfolio management, investment research, sales and trading. Mr. Zielinski
joined Northern Trust in 1980 and during the past five years has managed various
equity portfolios.

Robert N. Streed, Vice President of Northern Trust, is the management team
leader for the Select Equity Fund. Mr. Streed has had such responsibility for
the Fund since it commenced operations in April 1994. Mr. Streed joined Northern
Trust in 1990 and during the past five years has managed various equity
portfolios.

Theodore Breckel, Vice President of Northern Trust, is the management team
leader for the Mid Cap Growth Fund. Mr. Breckel has had such responsibility for
the Fund since March 1998. Mr. Breckel has been with Northern Trust since 1968.
During the past five years he has managed various equity portfolios.

Susan J. French is the management team leader for the Small Cap Fund. Ms. French
serves as Vice President of Northern Trust and, since 1998, NTQA. Ms. French has
had such responsibility for the Fund since it commenced operations in April
1994. Ms. French joined Northern Trust in 1986 and during the past five years
has managed various short-term investment and equity index portfolios.

The management team leader for the International Growth Equity Fund and the
International Select Equity Fund is Robert A. LaFleur, Senior Vice President of
Northern Trust. Mr. LaFleur has had such responsibility for the Fund since 1994.
Mr. LaFleur joined Northern Trust in 1982 and during the past five years has
managed various international equity portfolios.

The management team leaders for the Technology Fund are John B. Leo and George
J. Gilbert, Vice Presidents of Northern Trust. Mr. Leo has had such
responsibility since the Fund commenced operations in April 1996. Mr. Gilbert
has had such responsibility since July 1997. Mr. Leo joined Northern Trust in
1984. During the past five years, Mr. Leo has managed various equity and bond
portfolios. Mr. Gilbert joined Northern Trust in 1980 and during the past five
years has managed a common trust technology fund, analyzed corporations and made
recommendations to portfolio managers on whether to buy, sell or hold securities
of issuers in a number of different industries.

OTHER FUND MANAGEMENT INFORMATION

Prior to April 1, 1998 Northern Trust served as investment adviser to the Stock
Index, Small Cap Index and Small Cap Funds pursuant to advisory agreements
substantially identical as those currently in effect for such Funds.

Page 69
<PAGE> 113
ABOUT YOUR ACCOUNT

OTHER FUND SERVICES

PURCHASING AND SELLING SHARES

PURCHASING SHARES

As of the date of this Prospectus, shares of the Short-Intermediate U.S.
Government, California Intermediate Tax-Exempt, Arizona Tax-Exempt and Small Cap
Index Fund are not being offered. These Funds are expected to commence
operations during calendar year 1999. Please call 1-800-595-9111 before
investing to determine availability.

OPENING AN ACCOUNT

For your convenience, there are a number of ways to invest directly in the
Funds:

BY MAIL.

- Read this Prospectus carefully

- Complete and sign the Purchase Application

- Enclose a check or money order payable to Northern Funds

- If you are investing on behalf of a corporation or other entity,
your Purchase Application must be accompanied by a certified
corporate resolution (or other acceptable evidence of authority).

- Mail your check, corporate resolution (if needed) and completed
Purchase Application to:

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ABOUT YOUR ACCOUNT

Northern Funds
P.O. Box 75986
Chicago, Illinois 60690-6319

- For overnight delivery use the following address:

801 South Canal Street
Chicago, Illinois 60607
Attn: Northern Funds

- For subsequent investments:

- Enclose your check with the return remittance portion of the
confirmation of your previous investment; or

- Indicate on your check or a separate piece of paper your
name, address and account number

All checks must be payable in U.S. dollars and drawn on a bank located in
the United States. Cash and third party checks are not acceptable.

BY WIRE

TO OPEN A NEW ACCOUNT:

- Call 1-800-595-9111 for instructions

- Complete a Purchase Application and send it to:

Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

TO ADD TO AN EXISTING ACCOUNT:

- Have your bank wire Federal funds to:

The Northern Trust Company
Chicago, Illinois
ABA Routing No. 0710-00152
(Reference 10 Digit Fund Account No.)
(Reference Shareholder's Name)

BY DIRECT DEPOSIT

TO PURCHASE ADDITIONAL SHARES:

- Determine if your employer has direct deposit capabilities
through the Automated Clearing House ("ACH")

- Have your employer send payments to:

ABA Routing No. 0710-00152
(Reference 10 Digit Fund Account No.)
(Reference Shareholder's Name)

- The minimum periodic investment for direct deposit is $50

BY AUTOMATIC INVESTMENT

TO OPEN A NEW ACCOUNT

- Complete a Purchase Application, including the Automatic
Investment section

- Send it to:

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ABOUT YOUR ACCOUNT

Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

- The minimum initial investment is $250; $50 for monthly
minimum additions

TO ADD TO AN ACCOUNT:

- Call 1-800-595-9111 to obtain an Automatic Investment Plan
Application

- The minimum for automatic investment additions is $50

BY DIRECTED REINVESTMENT

You may elect to have your income dividends and capital gains
distributions automatically invested in another Northern Fund.

- Complete the Distribution Options section on the Purchase
Application

- Reinvestments can only be directed to an existing Northern Funds
account (which must meet the minimum investment requirement)

BY EXCHANGE

You may open a new account or add to an existing account by exchanging
shares of one Fund for shares of any other Fund offered by Northern
Funds. See "Selling Shares - By Exchange."

THROUGH NORTHERN TRUST AND OTHER INSTITUTIONS

SELLING SHARES

REDEEMING AND EXCHANGING DIRECTLY FROM THE FUNDS

BY MAIL

SEND A WRITTEN REQUEST TO:

Northern Funds
P.O. Box 75986
Chicago, Illinois 60690-6319

THE REDEMPTION REQUEST MUST INCLUDE:

- The number of shares or the dollar amount to be redeemed

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ABOUT YOUR ACCOUNT

- The Fund account number

- A signature guarantee is also required if:

- The proceeds are to be sent elsewhere than the address
of record, or

- The redemption amount is greater than $50,000

BY WIRE

If you authorize wire redemptions on your Purchase Application, you can
redeem shares and have the proceeds sent by federal wire transfer to a
previously designated account.

- You will be charged $15 for each wire redemption unless the
designated account is maintained at Northern Trust or an
affiliated bank

- Call the Transfer Agent at 1-800-595-9111 for instructions

- The minimum amount that may be redeemed by this method is $250

BY CHECK

If you authorize the checkwriting privilege on your Purchase Application,
you may redeem shares of the Money Market Funds by check in amounts of $250
or more. If your account is already open:

- Call 1-800-595-9111 for the appropriate form

- The application must be signed by each person whose name appears
on the account and must be accompanied by a signature guarantee

- Dividends are earned until the check clears the Transfer Agent

- Checks you write will not be returned to you, although copies are
available upon request

- A fee of $20 will be charged to the account if there are
insufficient funds to cover the amount of your redemption by
check

- To place a stop payment request, call 1-800-595-9111. A $20 fee
will be charged to the account

- You may not use checks to close an account or redeem shares
purchased within the past fifteen days

BY SYSTEMATIC WITHDRAWAL

If you own shares of a Fund with a minimum value of $10,000, you may elect
to have a fixed sum redeemed at regular intervals and distributed in cash
or reinvested in one or more other Northern Funds.

- Call 1-800-595-9111 for an application form and additional
information

- The minimum amount is $250 per withdrawal

BY EXCHANGE

Northern Funds offers you the ability to exchange shares of one Northern
Fund for another Fund in the Northern Funds family.

- When opening an account, complete the Exchange Privilege section
of the Purchase Application or, if your account is already
opened, send a written request to:

- Northern Funds
- P.O. Box 75986
- Chicago, IL 60690-6319

- Shares being exchanged must have a value of at least $1,000
($2,500 if a new account is being established by the exchange)

- Call 1-800-595-9111 for more information

BY TELEPHONE

If you authorize the telephone privilege on your Purchase Application, you
may redeem Northern Funds shares by phone.

- If your account is already opened, send a written request to:

- Northern Funds
- P.O. Box 75986
- Chicago, IL 60690-6319

- The request must be signed by each owner of the account and must
be accompanied by signature guarantees

- Call 1-800-595-9111 to use the telephone privilege

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REDEEMING AND EXCHANGING THROUGH NORTHERN TRUST AND OTHER INSTITUTIONS

- Contact your account representative at Northern Trust or other
Service Organization for more information about redemptions or
exchanges

ACCOUNT POLICIES AND OTHER INFORMATION

CALCULATING SHARE PRICE. Northern Funds issues shares and redeems shares at net
asset value ("NAV"). The NAV for each Fund is calculated by dividing the value
of the Fund's net assets by the number of the Fund's outstanding shares. The NAV
is calculated on each Business Day as of 3:00 p.m., Chicago time, for each
Non-Money Market Fund and as of 1:00 p.m., Chicago time, for each Money Market
Fund. The NAV used in determining the price of your shares is the one calculated
after your purchase, exchange or redemption order is received and accepted as
described below.

The Money Market Funds seek to maintain an NAV of $1.00 per share by valuing the
obligations held by the Funds at amortized cost in accordance with SEC
regulations. Amortized cost will normally approximate market value.

U.S. and foreign securities held by the Non-Money Market Funds generally are
valued at their market prices. Shares of an investment company held by the
Non-Money Market Funds are valued at their NAV. Any securities, including
restricted securities, for which market prices are not readily available are
valued at fair value as determined by the Investment Advisers. Short-term
obligations held by a Fund are valued at their amortized cost which, according
to the Investment Advisers, approximates market value.

A Fund may hold foreign securities that trade on weekends or other days when the
Fund does not price its shares. Therefore, the value of such securities may
change on days when shareholders will not be able to purchase or redeem shares.

TIMING OF MONEY MARKET FUND PURCHASE REQUESTS. Requests accepted by the Transfer
Agent or other authorized intermediary by 1:00 p.m., Chicago time, on any
Business Day will be executed the same day, at that day's closing share price
provided that either:

- The order is in proper form and payment in immediately available
funds has been received by the Transfer Agent;

- The order is placed by Northern Trust or a Service Organization
and payment in Federal or other immediately available funds is to
be made by the close of the same Business Day; or

- The order is accepted by an authorized intermediary and payment
in Federal or other immediately available funds is to be made by
the close the same Business Day in accordance with procedures
acceptable to Northern Funds.

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TIMING OF NON-MONEY MARKET FUND PURCHASE REQUESTS. Requests accepted by the
Transfer Agent or other authorized intermediary by 3:00 p.m., Chicago time, on
any Business Day will be executed the same day, at that day's closing share
price provided that either:

- The order is in proper form and accompanied by payment of the
purchase price;

- The order is placed by Northern Trust or a Service Organization
and payment in Federal or other immediately available funds is to
be made on the next Business Day; or

- The order is accepted by an authorized intermediary and payment
is to be made on the next Business Day in accordance with
procedures acceptable to Northern Funds.

Orders received by the Transfer Agent or other authorized intermediary on a
non-Business Day or after 3:00 p.m. on a Business Day will be executed on the
next Business Day, at that day's closing share price, provided that payment is
made as noted above.

MISCELLANEOUS PURCHASE INFORMATION.

- - You will be responsible for all losses and expenses of a Fund in the event
of any failure to make payment according to the procedures outlined in this
Prospectus. Northern Trust may redeem shares from any account it maintains
to protect the Funds and Northern Trust against loss. In addition, a $20
charge will be imposed if a check does not clear.

- - You may initiate transactions between Northern Trust banking and Northern
Funds accounts by using Northern Trust Private Passport. For additional
details, please visit our website www.northerntrust.com/privatepassport/ or
contact your relationship manager.

- - Northern Funds reserves the right to reject any purchase order. The Funds
also reserves the right to change or discontinue any of its purchase
procedures.

- - In certain circumstances, Northern Funds may advance the time by which
purchase orders must be received. See "Early Closings" on page 77.

- - Northern Funds may reproduce this Prospectus in an electronic format which
may be available on the Internet. If you have received this Prospectus in
its electronic format you, or your representative, may contact the Transfer
Agent for a free paper copy of this Prospectus by writing to the Northern
Funds Center at P.O. Box 75986, Chicago, IL 60690-6319, calling
1-800-595-9111 or sending an e-mail to: [email protected].

TIMING OF REDEMPTION AND EXCHANGE REQUESTS. Redemption and exchange requests
received in good order by the Transfer Agent or other authorized intermediary on
a Business Day by 3:00 p.m., Chicago time, with respect to the Non-Money Market
Funds, or by 1:00 p.m., Chicago time, with respect to the Money Market Funds,
will be executed on the same day. The redemption or exchange will be effected at
that day's closing share price.

Good order means that the request must include the following information:

- The account number and Fund name

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ABOUT YOUR ACCOUNT

- The amount of the transaction, in dollar amount or number of
shares

- The signature of all account owners exactly as they are
registered on the account (except for telephone and wire
redemptions)

- Required signature guarantees, if applicable

- Other supporting legal documents that might be required in the
case of estates, corporations, trusts and certain other accounts.
Call 1-800-595-9111 for more information about documentation that
may be required of these entities

In certain circumstances, Northern Funds may advance the time by which
redemption and exchange orders must be received. See "Early Closings" on page
77.

PAYMENT OF MONEY MARKET FUND REDEMPTION PROCEEDS. If a money market redemption
request is received by the Transfer Agent in good order by 1:00 p.m., Chicago
time, on a Business Day, the proceeds will normally be sent on the next Business
Day, unless payment in immediately available funds on the same Business Day is
requested. Proceeds for redemption orders received on a non-Business Day will
normally be sent on the second Business Day after receipt in good order.
However, if any portion of the shares to be redeemed represents an investment
made by check, the Funds may delay the payment of the redemption proceeds until
the check has cleared and collected. This may take up to fifteen days from the
purchase date. Northern Funds reserves the right to defer crediting, sending or
wiring redemption proceeds for up to seven days (or such longer period permitted
by the SEC) after receiving the redemption order if, in its judgment, an earlier
payment could adversely affect a Fund.

PAYMENT OF NON-MONEY MARKET FUND REDEMPTION PROCEEDS. The Non-Money Market Funds
will make payment for redeemed shares typically within one or two Business Days,
but no later than the seventh day after a redemption request is received in good
order by the Transfer Agent or an authorized intermediary (or such longer period
permitted by the SEC). However, if any portion of the shares to be redeemed
represents an investment made by check, the Funds may delay the payment of the
redemption proceeds until the check has cleared and collected. This may take up
to fifteen days from the purchase date.

- - Northern Funds reserves the right to redeem shares held by any shareholder
who provides incorrect or incomplete account information or when such
involuntary redemptions are necessary to avoid adverse consequences to the
Fund and its shareholders.

- - Northern Funds may require any information reasonably necessary to ensure
that a redemption has been duly authorized.

- - Northern Funds reserves the right, on 60 days' written notice, to redeem
the shares held in any account if, at the time of redemption, the net asset
value of the remaining shares in the account falls below $1,000.
Involuntary redemptions will not be made if the value of shares in an
account falls below the minimum solely because of a decline in a Fund's net
asset value.

- - Northern Funds reserves the right to change or discontinue any of its
redemption procedures.

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ABOUT YOUR ACCOUNT

time without prior notice to suspend, limit or terminate the exchange privilege
of any shareholder who makes more than eight exchanges of shares in a year
and/or two exchanges of shares in a calendar quarter. Northern Funds may also
modify or terminate the exchange privilege with respect to any or all
shareholders, and may reject any exchange request.

Exchanges are only available in states where an exchange can legally be made.
Before making an exchange you should read the prospectus for the shares you are
acquiring.

Northern Funds reserves the right to refuse a telephone redemption.

BUSINESS DAY. A "Business Day" with respect to the Non-Money Market Funds is
each Monday through Friday when the New York Stock Exchange (the "Exchange") is
open for business. A "Business Day" with respect to the Money Market Funds is
each Monday through Friday when Northern Trust or the New York Stock Exchange is
open for business. In 1999 the Funds will be closed on the following holidays:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, Christmas Day and, for the Non-Money
Market Funds, Good Friday.

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ABOUT YOUR ACCOUNT

- - support services such as assisting investors in processing purchase,
exchange and redemption requests;

- - processing dividend and distribution payments from the Funds;

- - providing information to customers showing their positions in the Funds;
and

- - providing subaccounting with respect to Fund shares beneficially owned by
customers or the information necessary for subaccounting.

In addition, Service Organizations may provide assistance, such as the
forwarding of sales literature and advertising to their customers, in connection
with the distribution of Fund shares.

For their services, Service Organizations may receive fees from a Fund at annual
rates of up to 0.25% of the average daily net asset value of the shares covered
by their agreements. Because these fees are paid out of the Funds' assets on an
on-going basis, they will increase the cost of your investment in the Funds. In
addition, Northern Trust and NTQA may provide compensation to certain dealers
and other financial intermediaries who provide services to their customers who
invest in Northern Funds or whose customers purchase significant amounts of a
Fund's shares. The amount of such compensation may be made on a one-time and/or
periodic basis, and may represent all or a portion of the annual fees earned by
Northern Trust and NTQA as Investment Advisers (after adjustments). This
additional compensation will be paid by Northern Trust, NTQA or their affiliates
and will not represent an additional expense to Northern Funds or their
shareholders.

SHAREHOLDER REPORTS. Shareholders of record will be provided each year with a
semi-annual report showing portfolio investments and other information as of
September 30 and, after the close of the Funds' fiscal year March 31, with an
annual report containing audited financial statements. To eliminate unnecessary
duplication, only one copy of shareholder reports will be sent to shareholders
with the same mailing address. Shareholders who desire a duplicate copy of
shareholder reports to be mailed to their residence should call 1-800-595-9111
or send an email to: [email protected].

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DIVIDENDS AND DISTRIBUTIONS

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS OF EACH FUND ARE AUTOMATICALLY
REINVESTED IN ADDITIONAL SHARES OF THE SAME FUND WITHOUT ANY SALES CHARGE OR
ADDITIONAL PURCHASE PRICE AMOUNT.

MONEY MARKET FUNDS. Each Money Market Fund's net investment income is declared
as a dividend on each Business Day and paid monthly. Dividends will also be paid
promptly upon a total redemption of shares in an account not subject to a
standing order for the purchase of additional shares. Net investment income
includes interest accrued on the Fund's assets less the Fund's estimated
expenses. Net realized short-term capital gains may be distributed from time to
time during Northern Funds' fiscal year (but not less frequently than annually).
The Money Market Funds do not expect to realize net long-term capital gains.
Money market shares begin earning dividends on the day an order is executed if
payment in immediately available funds is received by Northern Funds by the time
designated under "Purchasing and Selling Shares." Otherwise, shares begin
earning dividends on the day payment in Federal or other immediately available
funds is received.

NON-MONEY MARKET FUNDS. The following table summarizes the general distribution
policies for each of the Non-Money Market Funds. A Fund with an annual dividend
or distribution policy may, in some years, make additional dividends or
distributions to the extent necessary for the Fund to avoid incurring
unnecessary tax liabilities or for other reasons.

<TABLE>
<CAPTION>
DIVIDENDS, IF ANY, CAPITAL GAINS, IF ANY,
FUND DECLARED AND PAID DECLARED AND PAID
---- ------------------ ----------------------
<S> <C> <C>
U.S. Government Declared daily, paid monthly* Annually

Short-Intermediate U.S. Government Declared daily, paid monthly* Annually

Intermediate Tax-Exempt Declared daily, paid monthly* Annually

California Intermediate Tax-Exempt Declared daily, paid monthly* Annually

Florida Intermediate Tax-Exempt Declared daily, paid monthly* Annually

Fixed Income Declared daily, paid monthly* Annually

Tax-Exempt Declared daily, paid monthly* Annually

Arizona Tax-Exempt Declared daily, paid monthly* Annually

California Tax-Exempt Declared daily, paid monthly* Annually

International Fixed Income Quarterly Annually

High Yield Municipal Monthly Annually

High Yield Fixed Income Monthly Annually

Income Equity Monthly Annually

Stock Index Quarterly Annually

Growth Equity Quarterly Annually

Select Equity Annually Annually

Mid Cap Growth Quarterly Annually

Small Cap Index Annually Annually

Small Cap Annually Annually

International Growth Equity Annually Annually

International Select Equity Annually Annually

Technology Annually Annually
</TABLE>

* Shares of these Funds are entitled to the dividends declared by a Fund
beginning on the next Business Day after the purchase order is executed.

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ABOUT YOUR ACCOUNT

TAX CONSIDERATIONS

Each Fund contemplates declaring as dividends each year all or substantially all
of its taxable income, including its net capital gain (excess of long-term
capital gain over short-term capital loss). Distributions attributable to the
net capital gain of a Fund will be taxable to you as long-term capital gain,
regardless of how long you have held your shares. Other Fund distributions will
generally be taxable as ordinary income, except as discussed below. You will be
subject to income tax on Fund distributions regardless of whether they are paid
in cash or reinvested in additional shares. You will be notified annually of the
tax status of distributions to you.

For any Fund other than a Money Market Fund, you should note that if you
purchase shares just before a distribution, the purchase price will reflect the
amount of the upcoming distribution, but you will be taxed on the entire amount
of the distribution received, even though, as an economic matter, the
distribution simply constitutes a return of capital. This is known as "buying
into a dividend."

You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of another Fund, based on the
difference between your tax basis in the shares and the amount you receive for
them. To aid in computing your tax basis, you generally should retain your
account statements for the periods during which you held shares.

Any loss realized on shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain dividends that were
received on the shares.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable.

THE TAX-EXEMPT AND MUNICIPAL FUNDS. The Tax-Exempt Funds and Municipal Funds
expect to pay "exempt-interest dividends" that are generally exempt from regular
Federal income tax. However, a portion of the exempt-interest dividends paid by
the Tax-Exempt Funds may be, and a portion of the dividends paid by the
Municipal Funds generally will be, an item of tax preference for purposes of
determining Federal alternative minimum tax liability. Exempt-interest dividends
will also be considered along with other adjusted gross income in determining
whether any Social Security or railroad retirement payments received by you are
subject to Federal income taxes.

The California Funds and the Arizona Tax-Exempt Fund expect to pay dividends
that are generally exempt from personal income tax in those respective states.
This exemption will apply, however, only to dividends that are derived from
interest paid on California or Arizona municipal instruments, respectively, or
on certain Federal obligations. In addition, dividends paid by these Funds will
be subject to state franchise and corporate income taxes, if applicable. The
Florida Intermediate Tax-Exempt Fund intends, but cannot guarantee, that its
shares will qualify for the exemption from the Florida intangibles tax.

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ABOUT YOUR ACCOUNT

If you receive an exempt-interest dividend with respect to any share and the
share is held for six months or less, any loss on the sale or exchange of the
share will be disallowed to the extent of the dividend amount. Interest on
indebtedness incurred by a shareholder to purchase or carry shares of the
Tax-Exempt Funds and Municipal Funds generally will not be deductible for
Federal income tax purposes.

THE INTERNATIONAL FUNDS. It is expected that the International Funds will be
subject to foreign withholding taxes with respect to dividends or interest
received from sources in foreign countries. The International Funds may make an
election to treat a proportionate amount of such taxes as constituting a
distribution to each shareholder, which would allow each shareholder either (1)
to credit such proportionate amount of taxes against Federal income tax
liability or (2) to take such amount as an itemized deduction.

CONSULT YOUR TAX PROFESSIONAL. Your investment in the Funds could have
additional tax consequences. You should consult your tax professional for
information regarding all tax consequences applicable to your investments in the
Funds. More tax information is provided in the Statement of Additional
Information. This short summary is not intended as a substitute for careful tax
planning.

TAX TABLE

You may find it particularly useful to compare the tax-free yields of
the Tax-Exempt Funds and the Municipal Funds to the equivalent yields from
taxable investments. For an investor in a low tax bracket, it may not be helpful
to invest in a tax-exempt investment if a higher after-tax yield can be achieved
from a taxable instrument.

$ 25,751 - $ 62,450 $ 42,051 - $104,050 28% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11%

$ 62,451 - $130,250 $104,051 - $158,550 31% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59%

$130,251 - $283,150 $158,551 - $283,150 36% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50%

Over $283,151 Over $283,051 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59% 13.25%
</TABLE>

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YEAR 2000 ISSUES

Like every other business dependent upon computerized information processing,
Northern Trust Corporation must deal with "Year 2000" issues.

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Risks, Securities, Techniques and Financial Information

RISKS, SECURITIES AND TECHNIQUES

ADDITIONAL INFORMATION ON FUND RISKS,
SECURITIES AND TECHNIQUES

THIS SECTION TAKES A CLOSER LOOK AT SOME OF THE RISKS THAT ARE PRESENTED BY THE
TYPES OF SECURITIES IN WHICH THE FUNDS MAY INVEST. IT ALSO EXPLORES THE VARIOUS
INVESTMENT TECHNIQUES THAT THE INVESTMENT MANAGEMENT TEAM MAY, BUT IS NOT
REQUIRED TO, USE. THE FUNDS MAY INVEST IN OTHER SECURITIES AND ARE SUBJECT TO
FURTHER RESTRICTIONS AND RISKS WHICH ARE DESCRIBED IN THE STATEMENT OF
ADDITIONAL INFORMATION. YOU SHOULD NOTE THAT A FUND'S INVESTMENT OBJECTIVE MAY
BE CHANGED BY NORTHERN FUNDS' BOARD OF TRUSTEES WITHOUT SHAREHOLDER APPROVAL.
SHAREHOLDERS WILL, HOWEVER, BE NOTIFIED OF ANY CHANGES. ANY SUCH CHANGE MAY
RESULT IN A FUND HAVING AN INVESTMENT OBJECTIVE DIFFERENT FROM THE OBJECTIVE
WHICH THE SHAREHOLDER CONSIDERED APPROPRIATE AT THE TIME OF INVESTMENT IN THE
FUND.

SPECIAL RISKS AND OTHER CONSIDERATIONS

DERIVATIVE RISK. The Funds may purchase certain "derivative" instruments. A
derivative is a financial instrument whose value is derived from---or based
upon---the performance of underlying assets, interest or currency exchange rates
or indices. Derivatives include futures contracts, options, interest rate and
currency swaps, equity swaps, structured securities, forward currency contracts
and structured debt obligations (including collateralized mortgage obligations
and other types of asset-backed securities, "stripped" securities and various
floating rate instruments, including leveraged "inverse floaters").

INVESTMENT STRATEGY. A Fund will invest in derivatives only if the
potential risks and rewards are consistent with the Fund's objective,
strategies and overall risk profile. The Funds may use derivatives for
hedging purposes to offset a potential loss in one position by
establishing an interest in an opposite position. Certain Funds may
also use derivatives for speculative purposes to invest for potential
income or capital gain.

SPECIAL RISKS. Engaging in derivative transactions involves special
risks, including (a) market risk that the Fund's derivatives position
will lose value; (b) credit risk that the counterparty to the
transaction will default; (c) leveraging risk that the value of the
derivative instrument will decline more than the value of the assets
on which it is based; (d) illiquidity risk that a Fund will be unable
to sell its position because of lack of market depth or disruption;
(e) pricing risk that the value of a derivative instrument will be
difficult to determine; and (f) operations risk that loss will occur
as a result of inadequate systems or human error. Many types of
derivatives have been recently developed and have not been tested over
complete market cycles. For these reasons, a Fund may suffer a loss
whether or not the analysis of the investment management team is
accurate.

FOREIGN INVESTMENT RISK. Foreign securities include direct investments in
non-U.S. dollar-denominated securities traded outside of the United States and
dollar-denominated securities of foreign issuers. Foreign securities also
include indirect investments such as American Depository Receipts ("ADRs"),
European Depository Receipts ("EDRs") and Global Depository Receipts ("GDRs").
ADRs are U.S. dollar-denominated receipts representing shares of foreign-based
corporations. ADRs are issued by U.S. banks or trust companies, and entitle the
holder to all dividends and capital gains that are paid out on the underlying
foreign shares. EDRs and GDRs are receipts issued by non-U.S. financial
institutions that often trade on foreign exchanges. They represent ownership in
an underlying foreign or U.S. security and are generally denominated in a
foreign currency.

INVESTMENT STRATEGY. The International Funds intend to invest a
substantial portion of their total assets in foreign securities. The
Fixed Income, High Yield Fixed Income, Income Equity, Growth Equity,
Select Equity, Mid Cap Growth, Small Cap and Technology Funds may
invest up to 25% of their total assets in foreign securities including
ADRs, EDRs and GDRs. These Funds may also invest in foreign time
deposits and other short-term instruments.

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Risks, Securities, Techniques and Financial Information

The Money Market Fund may invest in the U.S. dollar-denominated
obligations issued or guaranteed by one or more foreign governments or
any of their political subdivisions, agencies or instrumentalities,
foreign commercial banks and foreign branches of U.S. banks. It may
also invest in U.S. dollar-denominated commercial paper and other
obligations of foreign issuers. Investments by the Money Market Fund
in foreign issuer obligations will not exceed 50% of the Fund's total
assets measured at the time of purchase.

The International Growth Equity, International Select Equity and
International Fixed Income Funds may invest more than 25% of their
total assets in the securities of issuers located in countries with
securities markets that are highly developed, liquid and subject to
extensive regulation. Such countries may include, but are not limited
to Japan, the United Kingdom, France, Germany and Switzerland.

SPECIAL RISKS. Foreign securities involve special risks and costs.
Foreign securities, and in particular foreign debt securities, are
sensitive to changes in interest rates. In addition, investment in the
securities of foreign governments involves the risk that foreign
governments may default on their obligations or may otherwise not
respect the integrity of their debt. The performance of investments in
securities denominated in a foreign currency will also depend, in
part, on the strength of the foreign currency against the U.S. dollar
and the interest rate environment in the country issuing the currency.
Absent other events which could otherwise affect the value of a
foreign security (such as a change in the political climate or an
issuer's credit quality), appreciation in the value of the foreign
currency generally results in an increase in value of a foreign
currency-denominated security in terms of U.S. dollars. A decline in
the value of the foreign currency relative to the U.S. dollar
generally results in a decrease in value of a foreign
currency-denominated security.

Investment in foreign securities may involve higher costs than
investment in U.S. securities, including higher transaction and
custody costs as well as the imposition of additional taxes by foreign
governments. Foreign investments may also involve risks associated
with the level of currency exchange rates, less complete financial
information about the issuers, less market liquidity, more market
volatility and political instability. Future political and economic
developments, the possible imposition of withholding taxes on dividend
income, the possible seizure or nationalization of foreign holdings,
the possible establishment of exchange controls or freezes on the
convertibility of currency, or the adoption of other governmental
restrictions might adversely affect an investment in foreign
securities. Additionally, foreign banks and foreign branches of
domestic banks may be subject to less stringent reserve requirements,
and to different accounting, auditing and recordkeeping requirements.

Additional risks are involved when investing in countries with
emerging economies or securities markets. These countries are located
in the Asia/Pacific region, Eastern Europe, Central and South America
and Africa. In general, the securities markets of these countries are
less liquid, are subject to greater price volatility, have smaller
market capitalizations and have problems with securities registration
and custody. In addition, because the securities settlement procedures
are less developed in these countries, a Fund may be required to
deliver securities receiving payment and may also be unable to
complete transactions during market disruptions. As a result of these
and other risks, investments in these countries generally present a
greater risk of loss to the Funds.

While the Funds' investments may, if permitted, be denominated in
foreign currencies, the portfolio securities and other assets held by
the Funds are valued in U.S. dollars. Currency exchange rates may
fluctuate significantly over short periods of time causing a Fund's
net asset value to fluctuate as well. Currency exchange rates can be
affected unpredictably by the intervention or the failure to intervene
by U.S. or foreign governments or central banks, or by currency
controls or political developments in the U.S. or abroad. To the
extent that a Fund is invested in foreign securities while also
maintaining currency positions, it may be exposed to greater combined
risk. The Funds' respective net currency positions may expose them to
risks independent of their securities positions.

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The introduction of a single currency, the euro, on January 1, 1999
for participating nations in the European Economic and Monetary Union
presents unique uncertainties, including the legal treatment of
certain outstanding financial contracts after January 1, 1999 that
refer to existing currencies rather than the euro; the establishment
and maintenance of exchange rates for currencies being converted into
the euro; the fluctuation of the euro relative to non-euro currencies
during the transition period from January 1, 1999 to December 31, 2001
and beyond; whether the interest rate, tax and labor regimes of
European countries participating in the euro will converge over time;
and whether the conversion of the currencies of other countries in the
European Union ("EU"), such as the United Kingdom and Denmark, into
the euro and the admission of other non-EU countries such as Poland,
Latvia and Lithuania as members of the EU may have an impact on the
euro. These or other factors, including political and economic risks,
could cause market disruptions, and could adversely affect the value
of securities held by the Funds. Because of the number of countries
using this single currency, a significant portion of the assets of the
International Fund may be denominated in the euro.

INVESTMENT GRADE CREDIT RISK. A security is considered investment grade if, at
the time of purchase, it is rated:

- BBB or higher by Standard and Poor's Ratings Services ("S&P");

- Baa or higher by Moody's Investors Service, Inc. ("Moody's");

- BBB or higher by Duff & Phelps Credit Rating Co. ("Duff"); or

- BBB or higher by Fitch IBCA Inc. ("Fitch").

A security will be considered investment grade if it receives one of the above
ratings, even if it receives a lower rating from other rating organizations.

INVESTMENT STRATEGY. Except as stated in the next section, fixed
income and convertible securities purchased by the Funds will
generally be rated investment grade. The Funds may also invest in
unrated securities if the Investment Adviser believes they are
comparable in quality.

SPECIAL RISKS. Although securities rated BBB by S&P, Duff or Fitch, or
Baa by Moody's are considered investment grade, they have certain
speculative characteristics. Therefore, they may be subject to a
higher risk of default than obligations with higher ratings.
Subsequent to its purchase by a Fund, a rated security may cease to be
rated or its rating may be reduced below the minimum rating required
for purchase by the Fund. The Investment Adviser will consider such an
event in determining whether the Fund should continue to hold the
security.

MATURITY RISK. Each Fixed Income Fund will normally maintain the dollar-weighted
average maturity of its Fund within a specified range. However, the maturities
of certain instruments, such as variable and floating rate instruments, are
subject to estimation. In addition, in calculating average weighted maturities,
the maturity of mortgage and other asset-backed securities will be based on
estimates of average life. As a result, the Funds cannot guarantee that these
estimates will, in fact, be accurate or that their average maturities will
remain within their specified limits.

NON-INVESTMENT GRADE CREDIT RISK. Non-investment grade fixed income and
convertible securities are generally rated BB or below by S&P, Duff or Fitch, or
Ba by Moody's.

INVESTMENT STRATEGY. The High Yield Municipal Fund and the High Yield
Fixed Income Fund may invest without limitation in non-investment
grade securities, including convertible securities. The other Fixed
Income Funds (with the exception of the U.S. Government Fund and the
Short-Intermediate U.S. Government Fund) and the Equity Funds (with
the exception of the Stock Index Fund and Small Cap Index Fund ) may
invest up to 15% (35% in the case of the Income Equity Fund) of total
assets in non-investment grade securities, including convertible
securities, when the investment management team determines that such
securities are desirable in light of the Funds' investment objectives
and portfolio mix. Except for the High Yield Municipal Fund and High
Yield Fixed Income Fund, such securities may be purchased if they

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are rated B or higher at the time of purchase by at least one major
rating agency (or, if unrated, they are of comparable quality as
determined by Northern Trust).

SPECIAL RISKS. Non-investment grade securities (sometimes referred to
as "junk bonds") are considered predominantly speculative by
traditional investment standards. The market value of these low-rated
securities tends to be more sensitive to individual corporate
developments and changes in interest rates and economic conditions
than higher-rated securities. In addition, they generally present a
higher degree of credit risk. Issuers of low-rated securities are
often highly leveraged, so their ability to repay their debt during an
economic downturn or periods of rising interest rates may be impaired.
The risk of loss due to default by these issuers is also greater
because low-rated securities generally are unsecured and are often
subordinated to the rights of other creditors of the issuers of such
securities. Investment by a Fund in defaulted securities poses
additional risk of loss should nonpayment of principal and interest
continue in respect of such securities. Even if such securities are
held to maturity, recovery by a Fund of its initial investment and any
anticipated income or appreciation will be uncertain. A Fund may also
incur additional expenses in seeking recovery on defaulted securities.

The secondary market for lower quality securities is concentrated in
relatively few market markers and is dominated by institutional
investors. Accordingly, the secondary market for such securities is
not as liquid as, and is more volatile than, the secondary market for
higher quality securities. In addition, market trading volume for
these securities is generally lower and the secondary market for such
securities could contract under adverse market or economic conditions,
independent of any specific adverse changes in the condition of a
particular issuer. These factors may have an adverse effect on the
market price and a Fund's ability to dispose of particular portfolio
investments. A less developed secondary market may also make it more
difficult for a Fund to obtain precise valuations of the high yield
securities in its portfolio.

Investments in lower quality securities, whether rated or unrated,
will be more dependent on Northern Trust's credit analysis than would
be the case with investments in higher quality securities.

PORTFOLIO TURNOVER RISK. The investment management team will not consider the
Fund turnover rate a limiting factor in making investment decisions for a Fund.
A high portfolio turnover rate (100% or more) involves correspondingly greater
expenses which must be borne by a Fund and its shareholders. It may also result
in higher short-term capital gains that are taxable to shareholders. See
"Financial Highlights" for the Funds' historical portfolio turnover rates.
Northern Funds expects that the annual turnover rate of each of the
Short-Intermediate U.S. Government Fund, the California Intermediate Tax-Exempt
Fund, the Arizona Tax-Exempt Fund, the California Tax-Exempt Fund and the Small
Cap Index Fund will generally not exceed 100%; and the annual portfolio turnover
rate of the High Yield Municipal Fund and the High Yield Fixed Income Fund will
generally not exceed 200%.

SMALL CAP RISKS. Investments in small capitalization companies involve greater
risk and portfolio price volatility than investments in larger capitalization
stocks. Among the reasons for the greater price volatility of these investments
are the less certain growth prospects of smaller firms and the lower degree of
liquidity in the markets for such securities. Small capitalization companies may
be thinly traded and may have to be sold at a discount from current market
prices or in small lots over an extended period of time. Because of the lack of
sufficient market liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a substantial drop in
price. Small capitalization companies include "unseasoned" issuers that do not
have an established financial history; often have limited product lines, markets
or financial resources; may depend on or use a few key personnel for management;
and may be susceptible to losses and risks of bankruptcy. Transaction costs for
these investments are often higher than those of larger capitalization
companies. Investments in small capitalization companies may be more difficult
to price precisely than other types of securities because of their
characteristics and lower trading volumes.

TEMPORARY INVESTMENT RISK. Short-term obligations refer to U.S. government
securities, high-quality money market instruments (including commercial paper
and obligations of foreign and domestic banks such as certificates of deposit,
bank and deposit notes, bankers' acceptances and fixed time deposits) and
repurchase agreements with

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maturities of 13 months or less. Generally, these obligations are
purchased to provide stability and liquidity to a Fund.

INVESTMENT STRATEGY. Each Non-Money Market Fund may invest all or any
portion of its assets in short-term obligations pending investment, to
meet anticipated redemption requests or as a temporary defensive
measure in response to adverse market or economic conditions (except
for the Stock Index and Small Cap Index Funds which generally will not
invest in these securities as part of a temporary defensive strategy
to protect against potential stock market declines).

SPECIAL RISKS. A Non-Money Market Fund may not achieve its investment
objective when its assets are invested in short-term obligations.

TRACKING RISK. The Stock Index and Small Cap Index Funds (the "Index Funds")
seek to track the performance of their respective benchmarks indices.

INVESTMENT STRATEGY. Under normal market conditions, the Investment
Adviser expects the quarterly performance of the Index Funds to be
within a .95 correlation with their respective benchmarks, before
expenses.

SPECIAL RISKS. The Index Funds are subject to the risk of tracking
variance. Tracking variance may result from share purchases and
redemptions, transaction costs, expenses and other factors. These may
prevent a Fund from achieving its investment objective.

SPECIAL RISKS AND CONSIDERATIONS APPLICABLE TO THE CALIFORNIA FUNDS, FLORIDA
INTERMEDIATE TAX-EXEMPT FUND AND THE ARIZONA TAX-EXEMPT FUND. The investments of
the California Funds in California municipal instruments, the Florida
Intermediate Tax-Exempt Fund in Florida municipal instruments and the Arizona
Tax-Exempt Fund in Arizona municipal instruments raise additional
considerations. Payment of the interest on and the principal of these
instruments is dependent upon the continuing ability of issuers in these states
to meet their obligations.

INVESTMENT STRATEGY. Under normal market conditions, at least 65% of
the value of the California Funds' total assets will be invested in
California municipal instruments, at least 65% of the value of the
Florida Intermediate Tax-Exempt Fund's total assets will be invested
in Florida municipal instruments, and at least 65% of the value of the
Arizona Tax-Exempt Fund's total assets will be invested in Arizona
municipal instruments. Consequently, these Funds are more susceptible
to factors adversely affecting issuers of California, Florida and
Arizona municipal instruments, and may be riskier than comparable
funds that do not emphasize these issuers to this degree.

SPECIAL RISKS. The California Funds' investments will be affected by
political and economic developments within the State of California
(the "State"), and by the financial condition of the State, its public
authorities and political subdivisions. After suffering a severe
recession in the early 1990's which caused the State to experience
financial difficulties, California's economy entered a sustained
recovery since late 1993 and the State's budget has been returned to a
positive balance. California's long-term credit rating has been raised
after being reduced during the recession. To respond to its own
revenue shortfalls during the recession, the State reduced assistance
to its public authorities and political subdivisions. Cutbacks in
state aid could further adversely affect the financial condition of
cities, counties and education districts which are subject to their
own fiscal constraints. California voters in the past have passed
amendments to the California Constitution and other measures that
limit the taxing and spending authority of California governmental
entities, and future voter initiatives could result in adverse
consequences affecting California municipal instruments. Also, the
ultimate fiscal effect of federally-mandated reform of welfare
programs on the State and its local governments is still to be
resolved. These factors, among others (including the outcome of
related pending litigation), could reduce the credit standing of
certain issuers of California municipal instruments.

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Similarly, if Florida or Arizona or any of their respective political
subdivisions should suffer serious financial difficulties to the
extent their ability to pay their obligations might be jeopardized,
the ability of such entities to market their securities, and the value
of the Arizona Tax-Exempt Fund, could be adversely affected.

In addition to the risk of nonpayment of California, Florida or
Arizona municipal instruments, if these obligations decline in quality
and are downgraded by an NRSRO, they may become ineligible for
purchase by the Funds. Since there are large numbers of buyers of
these instruments, the supply of California, Florida or Arizona
municipal instruments that are eligible for purchase by the Funds
could become inadequate at certain times.

A more detailed description of special factors affecting investments
in California, Florida and Arizona municipal instruments is provided
in the Statement of Additional Information.

SPECIAL RISKS AND CONSIDERATIONS APPLICABLE TO THE TECHNOLOGY FUND. The
Technology Fund's concentration in technology securities presents special risk
considerations.

INVESTMENT STRATEGY. The Technology Fund invests principally in
companies that develop, produce or distribute products and services
related to advances in technology.

SPECIAL RISKS. Technology companies may produce or use products or
services that prove commercially unsuccessful, become obsolete or
become adversely impacted by government regulation. Competitive
pressures in the technology industry may affect negatively the
financial condition of technology companies, and the Fund's
concentration in technology securities may subject it to more volatile
price movements than a more diversified securities portfolio. In
certain instances, technology securities may experience significant
price movements caused by disproportionate investor optimism or
pessimism with little or no basis in fundamental economic conditions.
As a result of these and other reasons, investments in the technology
industry can experience sudden and rapid appreciation and
depreciation. You should, therefore, expect that the net asset value
of the Fund's shares will be more volatile than, and may fluctuate
independently of, broad stock market indices such as the S&P 500(R)
Index.

In addition, the Fund's investments may be concentrated in companies
that develop or sell computers, software and peripheral products,
which present the following additional risks. These companies are
often dependent on the existence and health of other products or
industries and face highly competitive pressures, product licensing,
trademark and patent uncertainties and rapid technological changes
which may have a significant effect of their financial condition. For
example, an increasing number of companies and new product offerings
can lead to price cuts and slower selling cycles, and many of these
companies may be dependent on the success of a principal product, may
rely on sole source providers and third-party manufacturers, and may
experience difficulties in managing growth.

A more detailed description of special factors affecting investments in
California, Florida and Arizona municipal instruments is provided in the
Statement of Additional Information.

ADDITIONAL DESCRIPTION OF SECURITIES AND COMMON INVESTMENT TECHNIQUES

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INVESTMENT STRATEGY. The U.S. Government Money Market Fund, the U.S.
Government Select Money Market Fund, the U.S. Government Fund and the
Short-Intermediate U.S. Government Fund may purchase securities that
are secured or backed by mortgages and that are issued or guaranteed
by the U.S. government, its agencies or instrumentalities. The other
Funds may purchase these and other types of asset-backed securities.
The Funds will invest in asset-backed securities rated investment
grade (rated BBB or better by S&P, Duff or Fitch, or Baa or better by
Moody's) at the time of purchase. They may also invest in unrated
mortgage-backed securities which the Investment Adviser believes are
of comparable quality. These rating and comparable quality limitations
do not apply to the High Yield Municipal and High Yield Fixed Income
Funds.

SPECIAL RISKS. In addition to credit and market risk, asset-backed
securities involve prepayment risk because the underlying assets
(loans) may be prepaid at any time. The value of these securities may
also change because of actual or perceived changes in the
creditworthiness of the originator, the servicing agent, the financial
institution providing the credit support or the counterparty. Like
other fixed income securities, when interest rates rise, the value of
an asset-backed security generally will decline. However, when
interest rates decline, the value of an asset-backed security with
prepayment features may not increase as much as that of other fixed
income securities. In addition, non-mortgage asset-backed securities
involve certain risks not presented by mortgage-backed securities.
Primarily, these securities do not have the benefit of the same
security interest in the underlying collateral. Credit card
receivables are generally unsecured, and the debtors are entitled to
the protection of a number of state and Federal consumer credit laws.
Automobile receivables are subject to the risk that the trustee for
the holders of the automobile receivables may not have an effective
security interest in all of the obligations backing the receivables.

INVESTMENT STRATEGY. Each Fund may borrow in amounts not exceeding
one-third of its total assets (including the amount borrowed). These
transactions may be entered into as a temporary measure for emergency
purposes or to meet redemption requests. The Funds (other than the
Municipal Money Market, U.S. Government Select Money Market,
California Municipal Money Market, Income Equity, Growth Equity,
Select Equity and Small Cap Funds) may utilize reverse repurchase
agreements when the investment management team expects that the
interest income to be earned from the investment of the transaction
proceeds will be greater than the related interest expense. A Fund's
reverse repurchase agreements, together with any other borrowings,
will not exceed, in the aggregate, 33 1/3% of the value of its total
assets. In addition, whenever borrowings exceed 5% of the Fund's total
assets, the Fund will not make any investments.

SPECIAL RISKS. Borrowings and reverse repurchase agreements involve
leveraging. If the securities held by the Funds decline in value while
these transactions are outstanding, the net asset value of the Funds'
outstanding shares will decline in value by proportionately more than
the decline in value of the securities. In addition, reverse
repurchase agreements involve the risks that the interest income
earned by a Fund (from the investment of the proceeds) will be less
than the interest expense of the transaction, that the market value of
the securities sold by a Fund will decline below the price the Fund is
obligated to pay to repurchase the securities, and that the securities
may not be returned to the Fund.

CONVERTIBLE SECURITIES. A convertible security is a bond or preferred stock that
may be converted (exchanged) into the common stock of the issuing company within
a specified time period for a specified number of shares. They offer the Funds a
way to participate in the capital appreciation of the common stock into which
the securities are convertible, while earning higher current income than is
available from the common stock.

INVESTMENT STRATEGY. The Equity Funds (other than the Stock Index and
Small Cap Index Funds), the Fixed Income Fund, High Yield Fixed Income
Fund and the International Fixed Income Fund may each

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acquire convertible securities. These securities are subject to the
same rating requirements as fixed income securities held by a Fund.

INVESTMENT STRATEGY. To the extent consistent with their respective
investment objectives, the Funds, other than the U.S. Government
Select Money Market Fund, may invest a portion of their total assets
in custodial receipts. Investments by the U.S. Government Money Market
Fund, U.S. Government Fund and Short-Intermediate U.S. Government Fund
in custodial receipts will not exceed 35% of the value of such Funds'
total assets.

EQUITY SWAPS. Equity swaps allow the parties to the swap agreement to exchange
components of return on one equity investment (e.g., a basket of equity
securities or an index) for a component of return on another non-equity or
equity investment, including an exchange of differential rates of return.

INVESTMENT STRATEGY. The Equity Funds may invest in equity swaps.
Equity swaps may be used to invest in a market without owning or
taking physical custody of securities in circumstances where direct
investment may be restricted for legal reasons or is otherwise
impractical. Equity swaps may also be used for other purposes, such as
hedging or seeking to increase total return.

SPECIAL RISKS. Equity swaps are derivative instruments and their
values can be very volatile. To the extent that the investment
management team does not accurately analyze and predict the potential
relative fluctuation on the components swapped with the other party, a
Fund may suffer a loss. The value of some components of an equity swap
(such as the dividends on a common stock) may also be sensitive to
changes in interest rates. Furthermore, during the period a swap is
outstanding, a Fund may suffer a loss if the counterparty defaults.

EXCHANGE RATE-RELATED SECURITIES. Exchange rate-related securities represent
certain foreign debt obligations whose principal values are linked to a foreign
currency but which are repaid in U.S. dollars.

INVESTMENT STRATEGY. The Fixed Income, International Fixed Income,
High Yield Fixed Income and Income Equity Funds may invest in exchange
rate-related securities.

SPECIAL RISKS. The principal payable on an exchange rate-related
security is subject to currency risk. In addition, the potential
illiquidity and high volatility of the foreign exchange market may
make exchange rate-related securities difficult to sell prior to
maturity at an appropriate price.

FORWARD CURRENCY EXCHANGE CONTRACTS. A forward currency exchange contract is an
obligation to exchange one currency for another on a future date at a specified
exchange rate.

INVESTMENT STRATEGY. The Equity Funds (other than the Stock Index and
Small Cap Index Funds), the International Funds, the Fixed Income Fund
and the High Yield Fixed Income Fund may enter into forward currency
exchange contracts for hedging purposes and to help reduce the risks
and volatility caused by changes in foreign currency exchange rates.
The International Funds and the High Yield Fixed Income Fund may also
enter into these contracts for speculative purposes (i.e., to increase
total return) or for cross-hedging purposes. Foreign currency exchange
contracts will be used at the discretion of the investment management
team, and no Fund is required to hedge its foreign currency positions.

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SPECIAL RISKS. Forward foreign currency contracts are privately
negotiated transactions, and can have substantial price volatility. As
a result, they offer less protection against default by the other
party than is available for instruments traded on an exchange. When
used for hedging purposes, they tend to limit any potential gain that
may be realized if the value of a Fund's foreign holdings increases
because of currency fluctuations. When used for speculative purposes,
forward currency exchange contracts may result in additional losses
that would not otherwise be incurred.

FUTURES CONTRACTS AND RELATED OPTIONS. A futures contract is a type of
derivative instrument that obligates the holder to buy or sell an asset in the
future at an agreed upon price. For example, a futures contract may obligate a
Fund, at maturity, to take or make delivery of certain domestic or foreign
securities, the cash value of a securities index or a stated quantity of a
foreign currency. When a Fund purchases an option on a futures contract, it has
the right to assume a position as a purchaser or seller of a futures contract at
a specified exercise price during the option period. When a Fund sells an option
on a futures contract, it becomes obligated to purchase or sell a futures
contract if the option is exercised.

INVESTMENT STRATEGY. To the extent consistent with its investment
objective, each Fund (other than the Money Market Funds) may invest in
futures contracts and options on futures contacts on domestic or
foreign exchanges or boards of trade. They may be used for hedging
purposes, to increase total return or to maintain liquidity to meet
potential shareholder redemptions, invest cash balances or dividends
or minimize trading costs.

The value of a Fund's futures contacts may equal up to 100% of its
total assets. However, a Fund will not purchase or sell a futures
contract unless, after the transaction, the sum of the aggregate
amount of margin deposits on its existing futures positions and the
amount of premiums paid for related options used for non-hedging
purposes is 5% or less of its total assets.

SPECIAL RISKS. Futures contracts and options present the following
risks: imperfect correlation between the change in market value of a
Fund's securities and the price of futures contracts and options; the
possible inability to close a futures contract when desired; losses
due to unanticipated market movements which are potentially unlimited;
and the possible inability of the investment management team to
correctly predict the direction of securities prices, interest rates,
currency exchange rates and other economic factors. Foreign exchanges
or boards of trade generally do not offer the same protections as U.S.
exchanges.

ILLIQUID OR RESTRICTED SECURITIES. Illiquid securities include repurchase
agreements and time deposits with notice/termination dates of more than seven
days, certain variable amount master demand notes that cannot be called within
seven days, certain insurance funding agreements (see below), certain unlisted
over-the-counter options and other securities that are traded in the U.S. but
are subject to trading restrictions because they are not registered under the
Securities Act of 1933, as amended (the "1933 Act").

INVESTMENT STRATEGY. Each Fund may invest up to 15% (10% in the case
of the Money Market Funds) of its net assets in securities that are
illiquid. If otherwise consistent with their investment objectives and
policies, the Funds may purchase commercial paper issued pursuant to
Section 4(2) of the 1933 Act and domestically traded securities that
are not registered under the 1933 Act but can be sold to "qualified
institutional buyers" in accordance with Rule 144A under the 1933 Act
("Rule 144A Securities"). These securities will not be considered
illiquid so long as the Investment Advisers determine, under
guidelines approved by the Northern Funds' Board of Trustees, that an
adequate trading market exists.

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INVESTMENT STRATEGY. The Money Market Fund and Fixed Income Fund may
invest in IFAs issued by insurance companies that meet quality and
credit standards established by the Investment Advisers. The High
Yield Fixed Income Fund may invest in IFAs without regard to a minimum
rating criteria.

INTEREST RATE SWAPS, FLOORS AND CAPS AND CURRENCY SWAPS. Interest rate and
currency swaps are contracts that obligate a Fund and another party to exchange
their rights to pay or receive interest or specified amounts of currency,
respectively. Interest rate floors entitle the purchasers to receive interest
payments if a specified index falls below a predetermined interest rate.
Interest rate caps entitle the purchasers to receive interest payments if a
specified index exceeds a predetermined interest rate.

INVESTMENT STRATEGY. The Fixed Income Funds and the Income Equity Fund
may enter into interest rate swaps and the U.S. Government,
Short-Intermediate U.S. Government, Fixed Income, International Fixed
Income, High Yield Municipal and High Yield Fixed Income Funds may
purchase interest rate floors or caps to protect against interest rate
fluctuations and fluctuations in the floating rate market. The
International Funds, the Fixed Income, High Yield Fixed Income, Income
Equity, Growth Equity, Select Equity, Mid Cap Growth, Small Cap and
Technology Funds may also enter into currency swaps to protect against
currency fluctuations.

SPECIAL RISKS. If the other party to an interest rate swap defaults, a
Fund's risk of loss consists of the amount of interest payments that
the Fund is entitled to receive. In contrast, currency swaps usually
involve the delivery of the entire principal value of one currency in
exchange for the other currency. Therefore, the entire principal value
of a currency swap is subject to the risk that the other party will
default on its delivery obligations. Like other derivative securities,
swaps, floors and caps can be highly volatile. As a result, they may
not always be successful hedges and they could lower a Fund's total
return.

INVESTMENT COMPANIES. To the extent consistent with their respective investment
objectives and policies, the Funds may invest in securities issued by other
investment companies, including money market funds, index funds, "country funds"
(i.e., funds that invest primarily in issuers located in a specific foreign
country or region), S&P's Depository Receipts ("SPDRs") and similar securities
of other issuers.

INVESTMENT STRATEGY. Investments by a Fund in other investment
companies will be subject to the limitations of the 1940 Act.

LOAN PARTICIPATIONS. A loan participation is an interest in a loan to a U.S. or
foreign company or other borrower which is administered and sold by a financial
intermediary.

INVESTMENT STRATEGY. The High Yield Fixed Income Fund may invest in
loan participations in the form of a direct or co-lending relationship
with the corporate borrower, an assignment of an interest in the loan
by a co-lender or another participant, or a participation in a
seller's share of the loan.

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SPECIAL RISKS. Like other debt obligations, loan participations may be
subject to credit risk if the borrower defaults on making interest
payments and repaying the principal. In the case where the Fund
purchases a loan assignment or participation from another lender, the
Fund is also subject to delays, expenses and risks greater than would
have been involved if the Fund had purchased a direct obligation of
the borrower.

Municipal instruments also include "moral obligation" bonds, municipal leases,
certificates of participation and custodial receipts. Moral obligation banks are
supported by a moral commitment but not a legal obligation of a state or
municipality. Municipal leases and participation certificates present the risk
that the state or municipality involved will not appropriate the monies to meet
scheduled payments on an annual basis. Custodial receipts represent interests in
municipal instruments held by a trustee.

The Tax-Exempt Funds and the High Yield Municipal Fund may also hold tax-exempt
derivative instruments that have interest rates that reset inversely to changing
short-term rates and/or have imbedded interest rate floors and caps that require
the issuer to pay an adjusted interest rate if market rates fall below or rise
above a specified rate. Because some of these instruments represent relatively
recent innovations in the municipal bond markets, and the trading market for
these instruments is less developed than the markets for traditional types of
municipal instruments, it is uncertain how these instruments will perform under
different economic and interest-rate scenarios. Also, because these instruments
may be leveraged, their market values may be more volatile than other types of
municipal instruments and may present greater potential for capital gain or
loss. The possibility of default by the issuer or the issuer's credit provider
may be greater for these derivative instruments than for other types of
instruments. In some cases it may be difficult to determine the fair value of a
derivative instrument because of a lack of reliable objective information and an
established secondary market for some instruments may not exist. In many cases,
the Internal Revenue Service has not ruled on whether the interest received on a
tax-exempt derivative instrument is tax-exempt and, accordingly, purchases of
such instruments are based on the opinion of counsel to the sponsors of the
instruments.

Each Tax-Exempt Fund and Municipal Fund may acquire "stand-by commitments"
relating to the municipal instruments it holds. Under a stand-by commitment, a
dealer agrees to purchase, at the Fund's option, specified municipal instruments
at a specified price. A stand-by commitment may increase the cost, and thereby
reduce the yield, of the municipal instruments to which the commitment relates.
The Funds will acquire stand-by commitments solely to facilitate portfolio
liquidity and do not intend to exercise their rights for trading purposes.

INVESTMENT STRATEGY. In connection with their investments in municipal
instruments, the Tax-Exempt Funds and Municipal Funds may invest more
than 25% of their total assets in (a) municipal instruments the
interest upon which is paid solely from revenues of similar projects,
and (b) industrial development obligations. However, the Tax-Exempt
Funds and Municipal Funds do not intend to invest more than 25% of the
value of their total assets in industrial development bonds or similar
obligations where the non-governmental entities supplying the revenues
to be paid are in the same industry.

The Florida Intermediate Tax-Exempt Fund expects to invest principally
in Florida municipal instruments, the California Funds expect to
invest principally in California municipal instruments and the Arizona
Tax-Exempt Fund expects to invest principally in Arizona municipal
instruments. The other Tax-Exempt Funds

Page 93
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Risks, Securities, Techniques and Financial Information

and Municipal Funds may also invest from time to time more than 25% of
the value of their total assets in municipal instruments whose issuers
are in the same state.

Funds in addition to the Tax-Exempt Funds and Municipal Funds may
invest from time to time in municipal instruments or other securities
issued by state and local governmental bodies. Generally, this will
occur when the yield of municipal instruments, on a pre-tax basis, is
comparable to that of other permitted short-term taxable investments.
Dividends paid by the Funds other than the Tax-Exempt Funds and
Municipal Funds on such investments will be taxable to shareholders.

SPECIAL RISKS. Municipal instruments purchased by the Tax-Exempt Funds
and Municipal Funds may be backed by letters of credit, insurance or
other forms of credit enhancement issued by foreign (as well as
domestic) banks, insurance companies and other financial institutions.
If the credit quality of these banks, insurance companies and
financial institutions declines, a Fund could suffer a loss to the
extent that the Fund is relying upon this credit support. Risks
relating to foreign banks and financial institutions are described on
page 81 under "Foreign Investment Risk."

In addition, when a substantial portion of a Fund's assets is invested
in instruments which are used to finance facilities involving a
particular industry, whose issuers are in the same state or which are
otherwise related, there is a possibility that an economic, business
or political development affecting one instrument would likewise
affect the related instrument.

OPTIONS. An option is a type of derivative instrument that gives the holder the
right (but not the obligation) to buy (a "call") or sell (a "put") an asset in
the future at an agreed upon price prior to the expiration date of the option.

INVESTMENT STRATEGY. To the extent consistent with its investment
objective, each Fund (other than the Money Market Funds) may write
(sell) covered call options, buy put options, buy call options and
write secured put options for hedging (or, with respect to the
International Funds, cross-hedging) purposes or to earn additional
income. Options may relate to particular securities, foreign or
domestic securities indices, financial instruments, foreign currencies
or (in the case of the International Fixed Income Fund and High Yield
Fixed Income Fund) the yield differential between two securities. A
Fund will not purchase put and call options in an amount that exceeds
5% of its net assets at the time of purchase. The total value of a
Fund's assets subject to options written by the Fund will not be
greater than 25% of its net assets at the time the option is written.
A Fund may "cover" a call option by owning the security underlying the
option or through other means. Put options written by a Fund are
"secured" if the Fund maintains liquid assets in a segregated account
in an amount at least equal to the exercise price of the option up
until the expiration date.

SPECIAL RISKS. Options trading is a highly specialized activity that
involves investment techniques and risks different from those
associated with ordinary Fund securities transactions. The value of
options can be highly volatile, and their use can result in loss if
the investment management team is incorrect in its expectation of
price fluctuations. The successful use of options for hedging purposes
also depends in part on the ability of the investment management team
to predict future price fluctuations and the degree of correlation
between the options and securities markets.

Each Fund will invest and trade in unlisted over-the-counter options
only with firms deemed creditworthy by the Investment Advisers.
However, unlisted options are not subject to the protections afforded
purchasers of listed options by the Options Clearing Corporation,
which performs the obligations of its members which fail to perform
them in connection with the purchase or sale of options.

REAL ESTATE INVESTMENT TRUSTS (REITS). REITs are pooled investment vehicles that
invest primarily in either real estate or real estate related loans.

INVESTMENT STRATEGY. The High Yield Fixed Income, Income Equity, Small
Cap Index and Small Cap Funds may invest in REITs.

Page 94
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Risks, Securities, Techniques and Financial Information

SPECIAL RISKS. The value of a REIT is affected by changes in the value
of the properties owned by the REIT or securing mortgage loans held by
the REIT. REITs are dependent upon cash flow from their investments to
repay financing costs and the ability of a REIT's manager. REITs are
also subject to risks generally associated with investments in real
estate. A Fund will indirectly bear its proportionate share of any
expenses, including management fees, paid by a REIT in which it
invests.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase of securities
by a Fund subject to the seller's agreement to repurchase them at a mutually
agreed upon date and price.

INVESTMENT STRATEGY. Each Fund may enter into repurchase agreements
with financial institutions such as banks and broker-dealers that are
deemed to be creditworthy by the Investment Advisers. Although the
securities subject to a repurchase agreement may have maturities
exceeding one year, settlement of the agreement will never occur more
than one year after a Fund acquires the securities.

SPECIAL RISKS. In the event of a default, a Fund will suffer a loss to
the extent that the proceeds from the sale of the underlying
securities and other collateral are less than the repurchase price and
the Fund's costs associated with delay and enforcement of the
repurchase agreement. In addition, in the event of bankruptcy, a Fund
could suffer additional losses if a court determines that the Fund's
interest in the collateral is unenforceable.

SECURITIES LENDING. In order to generate additional income, the Funds may lend
securities on a short-term basis to banks, broker-dealers or other qualified
institutions. In exchange, the Funds will receive collateral equal to at least
100% of the value of the securities loaned.

SPECIAL RISKS. The main risk when lending portfolio securities is that
the borrower might become insolvent or refuse to honor its obligation
to return the securities. In this event, a Fund could experience
delays in recovering its securities and may incur a capital loss. In
addition, a Fund may incur a loss in reinvesting the cash collateral
it receives.

INVESTMENT STRATEGY. To the extent consistent with their respective
investment objectives, the Funds may purchase stripped securities.

STRUCTURED SECURITIES. The value of the principal of and/or interest on such
securities is determined by reference to changes in the value of specific
currencies, interest rates, commodities, indices or other financial indicators
(the "Reference") or the relative change in two or more References. The interest
rate or the principal amount payable upon maturity or redemption may be
increased or decreased depending upon changes in the applicable Reference.

INVESTMENT STRATEGY. Each Fund may invest in structured securities to
the extent consistent with its investment objective.

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Risks, Securities, Techniques and Financial Information

SPECIAL RISKS. The terms of some structured securities may provide
that in certain circumstances no principal is due at maturity and,
therefore, a Fund could suffer a total loss of its investment.
Structured securities may be positively or negatively indexed, so that
appreciation of the Reference may produce an increase or decrease in
the interest rate or value of the security at maturity. In addition,
changes in the interest rates or the value of the security at maturity
may be a multiple of changes in the value of the Reference.
Consequently, structured securities may entail a greater degree of
market risk than other types of securities. Structured securities may
also be more volatile, less liquid and more difficult to accurately
price than less complex securities due to their derivative nature.

SPECIAL RISKS. Not all U.S. government obligations carry the same
credit support. Some, such as those of the Government National
Mortgage Association ("GNMA"), are supported by the full faith and
credit of the United States Treasury. Other obligations, such as those
of the Federal Home Loan Banks, are supported by the right of the
issuer to borrow from the United States Treasury; and others, such as
those issued by the Federal National Mortgage Association ("FNMA"),
are supported by the discretionary authority of the U.S. government to
purchase the agency's obligations. Still others are supported only by
the credit of the instrumentality. No assurance can be given that the
U.S. government would provide financial support to its agencies or
instrumentalities if it is not obligated to do so by law. There is no
assurance that these commitments will be undertaken in the future. In
addition, the secondary market for certain participations in loans
made to foreign governments or their agencies may be limited.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments
have interest rates that are periodically adjusted either at set intervals or
that float at a margin above a generally recognized index rate. These
instruments include variable amount master demand notes, long-term variable and
floating rate bonds (sometimes referred to as "Put Bonds") where the Fund
obtains at the time of purchase the right to put the bond back to the issuer or
a third party at par at a specified date and (other than the Money Market Funds)
leveraged inverse floating rate instruments ("inverse floaters"). An inverse
floater is leveraged to the extent that its interest rate varies by an amount
that exceeds the amount of the variation in the index rate of interest.

INVESTMENT STRATEGY. Each Fund may invest in rated and unrated
variable and floating rate instruments to the extent consistent with
its investment objective. Unrated instruments may be purchased by a
Fund if they are determined by the Investment Advisers to be of
comparable quality to rated instruments eligible for purchase by the
Fund.

SPECIAL RISKS. The market values of inverse floaters are subject to
greater volatility than other variable and floating rate instruments
due to their higher degree of leverage. Because there is no active
secondary market for certain variable and floating rate instruments,
they may be more difficult to sell if the issuer defaults on its
payment obligations or during periods when the Funds are not entitled
to exercise their demand rights. As a result, the Funds could suffer a
loss with respect to these instruments.

WARRANTS. A warrant represents the right to purchase a security at a
predetermined price for a specified period of time.

Page 96
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Risks, Securities, Techniques and Financial Information

INVESTMENT STRATEGY. Each Equity Fund (other than the Stock Index and
Small Cap Index Funds) and the High Yield Fixed Income Fund may invest
up to 5% of its net assets at the time of purchase in warrants and
similar rights. A Fund may also purchase bonds that are issued in
tandem with warrants.

SPECIAL RISKS. Warrants are derivative instruments that present risks
similar to options.

INVESTMENT STRATEGY. Each Fund may purchase or sell securities on a
when-issued, delayed delivery or forward commitment basis. Although
the Funds would generally purchase securities in these transactions
with the intention of acquiring the securities, the Funds may dispose
of such securities prior to settlement if the investment management
team deems it appropriate to do so.

SPECIAL RISKS. Purchasing securities on a when-issued, delayed
delivery or forward commitment basis involves the risk that the value
of the securities may decrease by the time they are actually issued or
delivered. Conversely, selling securities in these transactions
involves the risk that the value of the securities may increase by the
time they are actually issued or delivered. These transactions also
involve the risk that the seller may fail to deliver the security or
cash on the settlement date.

ZERO COUPON, PAY-IN-KIND AND CAPITAL APPRECIATION BONDS. These are securities
issued at a discount from their face value because interest payments are
typically postponed until maturity. Interest payments on pay-in-kind securities
are payable by the delivery of additional securities. The amount of the discount
rate varies depending on factors such as the time remaining until maturity,
prevailing interest rates, a security's liquidity and the issuer's credit
quality. These securities also may take the form of debt securities that have
been stripped of their interest payments.

INVESTMENT STRATEGY. Each Fund may invest in zero coupon, pay-in-kind
and capital appreciation bonds to the extent consistent with its
investment objective.

SPECIAL RISKS. The market prices of zero coupon, pay-in-kind and
capital appreciation bonds generally are more volatile than the market
prices of interest-bearing securities and are likely to respond to a
greater degree to changes in interest rates than interest-bearing
securities having similar maturities and credit quality. A Fund's
investments in zero coupon, pay-in-kind and capital appreciation bonds
may require the Fund to sell some of its Fund securities to generate
sufficient cash to satisfy certain income distribution requirements.

DISCLAIMERS

The Stock Index Fund is not sponsored, endorsed, sold or promoted by S&P, nor
does S&P guarantee the accuracy and/or completeness of the S&P 500(R) Index or
any data included therein. S&P makes no warranty, express or implied, as to the
results to be obtained by the Fund, owners of the Fund, any person or any entity
from the use of the S&P 500(R) Index or any data included therein. S&P makes no
express or implied warranties and expressly disclaims all such warranties of
merchantability or fitness for a particular purpose for use with respect to the
S&P 500(R) Index or any data included therein.

The Small Cap Index Fund is not sponsored, endorsed, sold or promoted by
Russell, nor does Russell guarantee the accuracy and/or completeness of the
Russell 2000 Index or any data included therein. Russell makes no warranty,
express or implied, as to the results to be obtained by the Fund, owners of the
Fund, any person or any entity from the use of the Russell 2000 Index or any
data included therein. Russell makes no express or implied warranties and

Page 97
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Risks, Securities, Techniques and Financial Information

expressly disclaims all such warranties of merchantability or fitness for a
particular purpose for use with respect to the Russell 2000 Index or any data
included therein.

Northern Trust is sometimes referred to as "The Northern Trust Bank" in
advertisements and other sales literature.

Page 98
<PAGE> 142
FINANCIAL INFORMATION

THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND A FUND'S
FINANCIAL PERFORMANCE FOR THE PAST FIVE YEARS (OR, IF SHORTER, THE PERIOD OF THE
FUND'S OPERATIONS). CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE
FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR
WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN A FUND (ASSUMING REINVESTMENT OF
ALL DIVIDENDS AND DISTRIBUTIONS). THIS INFORMATION HAS BEEN AUDITED BY ARTHUR
ANDERSEN LLP, WHOSE REPORT IS INCLUDED IN THE FUNDS' ANNUAL REPORT ALONG WITH
THE FUNDS' FINANCIAL STATEMENTS. THE ANNUAL REPORT IS AVAILABLE UPON REQUEST AND
WITHOUT CHARGE.

Page 99
<PAGE> 143
FINANCIAL HIGHLIGHTS
MONEY MARKET FUNDS

<TABLE>
<CAPTION>
MONEY MARKET
FUND
-------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(1)
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.04
---------- ---------- ---------- ---------- --------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.04)
---------- ---------- ---------- ---------- --------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- --------

TOTAL RETURN(3) ............. 5.04% 5.31% 5.05% 5.57% 4.55%

<TABLE>
<CAPTION>
U.S. GOVERNMENT
MONEY MARKET
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(1)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.04
-------- -------- -------- -------- --------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.04)
-------- -------- -------- -------- --------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- --------

TOTAL RETURN(3) ............. 4.94% 5.22% 4.93% 5.46% 4.47%

<TABLE>
<CAPTION>
U.S. GOVERNMENT
SELECT MONEY MARKET
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(2)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.05 0.05 0.05 0.05 0.02
-------- -------- -------- ------- -------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.05) (0.05) (0.05) (0.05) (0.02)
-------- -------- -------- ------- -------

NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- ------- -------

TOTAL RETURN(3) ............. 4.87% 5.24% 5.07% 5.55% 1.75%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $416,527 $306,425 $168,128 $85,400 $82,162
Ratio to average net assets
of:(4)
Expenses, net of
waivers and
reimbursements ........... 0.55% 0.46% 0.40% 0.33% 0.30%
Expenses, before
waivers and
reimbursements ........... 0.91% 0.93% 0.97% 1.00% 1.32%
Net investment income,
net of waivers and
reimbursements ........... 4.73% 5.13% 4.95% 5.43% 5.84%
Net investment income,
before waivers and
reimbursements ........... 4.37% 4.66% 4.38% 4.76% 4.82%
</TABLE>

(1) For the period April 11, 1994 (commencement of operations) through March
31, 1995.

(2) For the period December 12, 1994 (commencement of operations) through March
31, 1995.

(4) Annualized for periods less than a full year.

Page 100

<PAGE> 144
FINANCIAL HIGHLIGHTS (CONTINUED)
MONEY MARKET FUNDS

<TABLE>
<CAPTION>
MUNICIPAL
MONEY MARKET
FUND
-----------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(1)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.03 0.03 0.03 0.03 0.03
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.03) (0.03) (0.03) (0.03) (0.03)
-------- -------- -------- -------- --------
NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- --------
TOTAL RETURN(3) ............. 2.98% 3.27% 3.14% 3.54% 2.90%

<TABLE>
<CAPTION>
CALIFORNIA
MUNICIPAL
MONEY MARKET
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(2)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM
INVESTMENT OPERATIONS:
Net investment
income ................. 0.03 0.03 0.03 0.04 0.01
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.03) (0.03) (0.03) (0.04) (0.01)
-------- -------- -------- -------- --------
NET ASSET VALUE,
END OF YEAR ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- --------
TOTAL RETURN(3) ............. 2.75% 3.20% 3.19% 3.63% 1.27%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $363,050 $224,843 $200,989 $165,087 $161,316
Ratio to average net assets
of:(4)
Expenses, net of waivers
and reimbursements ....... 0.55% 0.49% 0.45% 0.39% 0.35%
Expenses, before waivers
and reimbursements ....... 0.91% 0.94% 0.94% 0.94% 1.07%
Net investment income,
net of waivers and
reimbursements ........... 2.68% 3.14% 3.13% 3.55% 3.78%
Net investment income,
before waivers and
reimbursements ........... 2.32% 2.69% 2.64% 3.00% 3.06%
</TABLE>

(1) For the period April 11, 1994 (commencement of operations) through March
31, 1995.

(2) For the period November 29, 1994 (commencement of operations) through March
31, 1995.

(4) Annualized for periods less than a full year.

Page 101

<PAGE> 145
FINANCIAL HIGHLIGHTS (CONTINUED)
FIXED INCOME FUNDS

U.S. GOVERNMENT
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 10.20 $ 9.88 $ 10.06 $ 9.84 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.50 0.54 0.51 0.51 0.50
Net realized and
unrealized
gains (losses) on
investments, forward
foreign currency
contracts and foreign
currency transactions .. 0.10 0.32 (0.11) 0.29 (0.16)
-------- -------- -------- -------- --------

Total Income from
Investment Operations ....... 0.60 0.86 0.40 0.80 0.34
-------- -------- -------- -------- --------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.49) (0.53) (0.51) (0.51) (0.50)
From net realized gains .. (0.26) (0.01) (0.05) (0.07) --
In excess of net
investment income ....... -- -- -- -- --
In excess of net
realized gains .......... -- -- (0.02) -- --
-------- -------- -------- -------- --------

Total Distributions Paid .... (0.75) (0.54) (0.58) (0.58) (0.50)
-------- -------- -------- -------- --------

NET ASSET VALUE,
END OF YEAR ............... $ 10.05 $ 10.20 $ 9.88 $ 10.06 $ 9.84
-------- -------- -------- -------- --------

TOTAL RETURN(2) ............. 6.01% 8.90% 3.98% 7.65% 3.49%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $268,242 $229,352 $181,921 $149,062 $116,443
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 0.90% 0.90% 0.90% 0.90% 0.90%
Expenses, before waivers
and reimbursements ....... 1.07% 1.07% 1.09% 1.10% 1.12%
Net investment income,
net of waivers and
reimbursements ........... 4.73% 5.24% 5.19% 5.07% 5.20%
Net investment income,
before waivers and
reimbursements ........... 4.56% 5.07% 5.00% 4.87% 4.98%
PORTFOLIO TURNOVER
RATE ..................... 123.75% 47.41% 83.41% 112.00% 42.29%
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
TAX-EXEMPT
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 10.36 $ 10.07 $ 10.22 $ 10.03 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.39 0.40 0.40 0.41 0.40
Net realized and
unrealized
gains (losses) on
investments, forward
foreign currency
contracts and foreign
currency transactions .. 0.11 0.29 (0.06) 0.26 0.03
-------- -------- -------- -------- --------

Total Income from
Investment Operations ....... 0.50 0.69 0.34 0.67 0.43
-------- -------- -------- -------- --------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.39) (0.40) (0.40) (0.41) (0.40)
From net realized gains .. (0.11) -- (0.07) (0.07) --
In excess of net
investment income ....... -- -- -- -- --
In excess of net
realized gains .......... -- -- (0.02) -- --
-------- -------- -------- -------- --------

Total Distributions Paid .... (0.50) (0.40) (0.49) (0.48) (0.40)
-------- -------- -------- -------- --------

NET ASSET VALUE,
END OF YEAR ............... $ 10.36 $ 10.36 $ 10.07 $ 10.22 $ 10.03
-------- -------- -------- -------- --------

TOTAL RETURN(2) ............. 4.88% 6.95% 3.39% 6.81% 4.38%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $344,789 $298,529 $264,630 $244,139 $221,251
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 0.85% 0.85% 0.85% 0.85% 0.85%
Expenses, before waivers
and reimbursements ....... 1.06% 1.07% 1.07% 1.08% 1.09%
Net investment income,
net of waivers and
reimbursements ........... 3.76% 3.84% 3.90% 4.01% 4.09%
Net investment income,
before waivers and
reimbursements ........... 3.55% 3.62% 3.68% 3.78% 3.85%
PORTFOLIO TURNOVER
RATE ..................... 54.03% 61.83% 61.39% 137.85% 78.87%
</TABLE>

<TABLE>
<CAPTION>
FLORIDA
INTERMEDIATE
TAX-EXEMPT
FUND
-------------------------------
YEAR YEAR YEAR
ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997(1)
--------- --------- ---------
<S> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 10.47 $ 10.03 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.39 0.40 0.24
Net realized and
unrealized
gains (losses) on
investments, forward
foreign currency
contracts and foreign
currency transactions .. 0.16 0.44 0.03
------- ------- -------

Total Income from
Investment Operations ....... 0.55 0.84 0.27
------- ------- -------

LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.39) (0.40) (0.24)
From net realized gains .. (0.16) -- --
In excess of net
investment income ....... -- -- --
In excess of net
realized gains .......... -- -- --
------- ------- -------

Total Distributions Paid .... (0.55) (0.40) (0.24)
------- ------- -------

NET ASSET VALUE,
END OF YEAR ............... $ 10.47 $ 10.47 $ 10.03
------- ------- -------

TOTAL RETURN(2) ............. 5.38% 8.51% 2.63%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $37,121 $25,329 $14,807
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 0.85% 0.85% 0.85%
Expenses, before waivers
and reimbursements ....... 1.29% 1.41% 2.31%
Net investment income,
net of waivers and
reimbursements ........... 3.67% 3.86% 3.84%
Net investment income,
before waivers and
reimbursements ........... 3.23% 3.30% 2.38%
PORTFOLIO TURNOVER
RATE ..................... 57.98% 46.12% 50.77%
</TABLE>

Page 102

<PAGE> 146
(1) For the period August 15, 1996 (commencement of operations) through March
31, 1997.

(2) Assumes investment at net asset value at the beginning of the year,
reinvestment of all dividends and distributions, and a complete redemption
of the investment at net asset value at the end of the year. Total return
is not annualized for periods less than one year.

(3) Annualized for periods less than a full year.

Page 103

<PAGE> 147

FINANCIAL HIGHLIGHTS (CONTINUED)
FIXED INCOME FUNDS

FIXED INCOME
FUND
-----------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 10.42 $ 9.86 $ 10.10 $ 9.78 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.54 0.59 0.57 0.58 0.62
Net realized and
unrealized
gains (losses) on
investments, forward
foreign currency
contracts and foreign
currency transactions .. -- 0.56 (0.12) 0.50 (0.22)
-------- -------- -------- -------- -------
Total Income from
Investment Operations ....... 0.54 1.15 0.45 1.08 0.40
-------- -------- -------- -------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.54) (0.58) (0.56) (0.59) (0.62)
From net realized gains .. (0.27) (0.01) (0.10) (0.17) --
In excess of net
investment income ....... -- -- (0.01) -- --
In excess of net
realized gains .......... -- -- (0.02) -- --
-------- -------- -------- -------- -------
Total Distributions Paid .... (0.81) (0.59) (0.69) (0.76) (0.62)
-------- -------- -------- -------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 10.15 $ 10.42 $ 9.86 $ 10.10 $ 9.78
-------- -------- -------- -------- -------
TOTAL RETURN(2) ............. 5.18% 11.90% 4.59% 11.18% 4.16%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $275,108 $181,917 $122,444 $101,339 $65,929
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 0.90% 0.90% 0.90% 0.90% 0.90%
Expenses, before waivers
and reimbursements ....... 1.08% 1.09% 1.12% 1.14% 1.18%
Net investment income,
net of waivers and
reimbursements ........... 5.15% 5.71% 5.69% 5.79% 6.48%
Net investment income,
before waivers and
reimbursements ........... 4.97% 5.52% 5.47% 5.55% 6.20%
PORTFOLIO TURNOVER
RATE ..................... 84.85% 33.55% 87.64% 116.22% 55.27%
</TABLE>

<TABLE>
<CAPTION>
CALIFORNIA
TAX-EXEMPT TAX-EXEMPT
FUND FUND
----------------------------------------------------- --------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995 1999 1998(1)
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 10.73 $ 10.24 $ 10.35 $ 10.08 $ 10.00 $ 10.76 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.45 0.47 0.50 0.48 0.48 0.43 0.41
Net realized and
unrealized
gains (losses) on
investments, forward
foreign currency
contracts and foreign
currency transactions .. 0.13 0.57 (0.06) 0.29 0.08 0.23 0.76
-------- -------- -------- -------- -------- ------- -------
Total Income from
Investment Operations ....... 0.58 1.04 0.44 0.77 0.56 0.66 1.17
-------- -------- -------- -------- -------- ------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.45) (0.47) (0.47) (0.48) (0.48) (0.43) (0.41)
From net realized gains .. (0.23) (0.08) (0.05) (0.02) -- (0.10) --
In excess of net
investment income ....... -- -- (0.03) -- -- -- --
In excess of net
realized gains .......... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- ------- -------
Total Distributions Paid .... (0.68) (0.55) (0.55) (0.50) (0.48) (0.53) (0.41)
-------- -------- -------- -------- -------- ------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 10.63 $ 10.73 $ 10.24 $ 10.35 $ 10.08 $ 10.89 $ 10.76
-------- -------- -------- -------- -------- ------- -------
TOTAL RETURN(2) ............. 5.47% 10.39% 4.32% 7.80% 5.78% 6.20% 11.86%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $227,823 $167,220 $136,372 $125,113 $118,690 $77,249 $39,943
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 0.85% 0.85% 0.85% 0.85% 0.85% 0.85% 0.85%
Expenses, before waivers
and reimbursements ....... 1.08% 1.09% 1.10% 1.10% 1.11% 1.17% 1.60%
Net investment income,
net of waivers and
reimbursements ........... 4.13% 4.42% 4.61% 4.62% 4.95% 3.87% 4.01%
Net investment income,
before waivers and
reimbursements ........... 3.90% 4.18% 4.36% 4.37% 4.69% 3.55% 3.26%
PORTFOLIO TURNOVER
RATE ..................... 140.39% 74.32% 8.10% 60.50% 54.94% 62.55% 22.22%
</TABLE>

Page 104

<PAGE> 148
(1) For the period August 8, 1997 (commencement of operations) through March
31, 1998.

(3) Annualized for periods less than a full year.

Page 105

<PAGE> 149
FINANCIAL HIGHLIGHTS (CONTINUED)
FIXED INCOME FUNDS

<TABLE>
<CAPTION>
INTERNATIONAL HIGH YIELD HIGH YIELD
FIXED INCOME MUNICIPAL FIXED INCOME
FUND FUND FUND
--------------------------------------------------------- ---------- ------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995 1999(1) 1999(1)
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 9.85 $ 10.08 $ 10.62 $ 10.64 $ 10.00 $ 10.00 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.38 0.43 0.56 0.78 0.58 0.05 0.11
Net realized and
unrealized gains
(losses) on investments,
forward foreign currency
contracts and foreign
currency transactions .. 0.58 0.02 (0.40) (0.16) 0.64 -- 0.08
------- ------- ------- ------- ------- ------- -------
Total Income from
Investment Operations ....... 0.96 0.45 0.16 0.62 1.22 0.05 0.19
------- ------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.32) (0.59) (0.58) (0.62) (0.56) (0.04) (0.09)
From net realized gains .. (0.07) (0.09) (0.11) (0.02) -- -- --
In excess of net
investment income ....... -- -- -- -- (0.02) -- --
In excess of net
realized gains .......... (0.04) -- (0.01) -- -- -- --
------- ------- ------- ------- ------- ------- -------
Total Distributions Paid .... (0.43) (0.68) (0.70) (0.64) (0.58) (0.04) (0.09)
------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 10.38 $ 9.85 $ 10.08 $ 10.62 $ 10.64 $ 10.01 $ 10.10
------- ------- ------- ------- ------- ------- -------
TOTAL RETURN(2) ............. 9.68% 4.61% 1.39% 5.84% 12.77% 0.57% 2.06%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $14,285 $13,675 $16,426 $15,665 $13,028 $10,033 $40,864
Ratio to average net assets
of:(3)
Expenses, net of waivers
and reimbursements ....... 1.15% 1.15% 1.15% 1.15% 1.15% 0.85% 0.90%
Expenses, before waivers
and reimbursements ....... 1.96% 1.87% 1.96% 2.00% 2.42% 5.60% 2.18%
Net investment income,
net of waivers and
reimbursements ........... 4.69% 4.98% 5.49% 5.75% 5.96% 2.92% 6.78%
Net investment income,
before waivers and
reimbursements ........... 3.88% 4.26% 4.68% 4.90% 4.69% (1.83)% 5.50%
PORTFOLIO TURNOVER
RATE ..................... 16.49% 30.26% 37.76% 52.05% 43.24% 0.00% 0.00%
</TABLE>

Page 106

<PAGE> 150
(1) Commenced investment operations after the close of business on December 31,
1998.

(3) Annualized for periods less than a full year.

Page 107

<PAGE> 151
FINANCIAL HIGHLIGHTS (CONTINUED)
EQUITY FUNDS

<TABLE>
<CAPTION>
INCOME EQUITY STOCK INDEX
FUND FUND
------------------------------------------------------- --------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995 1999 1998 1997(1)
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 13.81 $ 11.81 $ 11.59 $ 9.95 $ 10.00 $ 15.03 $ 10.74 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.46 0.45 0.44 0.34 0.29 0.16 0.15 0.08
Net realized and
unrealized
Gains (losses)
on investments,
options, futures
contracts and foreign
currency transactions .. (0.41) 3.02 1.19 1.66 (0.08) 2.49 4.80 0.74
-------- -------- ------- ------- ------- -------- ------- -------

Total Income (Loss) from
Investment Operations .... 0.05 3.47 1.63 2.00 0.21 2.65 4.95 0.82
-------- -------- ------- ------- ------- -------- ------- -------

LESS DISTRIBUTIONS PAID:
From net investment
income ................... (0.48) (0.44) (0.44) (0.36) (0.26) (0.17) (0.15) (0.07)
From net realized gains .. (0.65) (1.03) (0.97) -- -- (0.17) (0.51) (0.01)
In excess of net
investment income ....... -- -- -- -- -- -- -- --
In excess of
accumulated
net realized gains
on investment
transaction ............. -- -- -- -- -- -- -- --
-------- -------- ------- ------- ------- -------- ------- -------

Total Distributions Paid .... (1.13) (1.47) (1.41) (0.36) (0.26) (0.34) (0.66) (0.08)
-------- -------- ------- ------- ------- -------- ------- -------

NET ASSET VALUE,
END OF YEAR ............... $ 12.73 $ 13.81 $ 11.81 $ 11.59 $ 9.95 $ 17.34 $ 15.03 $ 10.74
-------- -------- ------- ------- ------- -------- ------- -------

TOTAL RETURN(6) ............. 0.67% 31.00% 14.42% 20.41% 2.21% 17.78% 47.11% 8.21%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $118,414 $117,562 $77,102 $55,919 $38,954 $169,062 $93,907 $35,840
Ratio to average net assets
of:(7)
Expenses, net of waivers
and reimbursements ....... 1.00% 1.00% 1.00% 1.00% 1.00% 0.55% 0.55% 0.55%
Expenses, before waivers
and reimbursements ....... 1.35% 1.37% 1.42% 1.48% 1.55% 1.00% 1.18% 2.23%
Net investment income
(loss), net of waivers
and reimbursements ....... 3.54% 3.53% 3.71% 3.17% 3.08% 1.10% 1.23% 1.92%
Net investment income
(loss), before waivers
and reimbursements ....... 3.19% 3.16% 3.29% 2.69% 2.53% 0.65% 0.60% 0.24%
PORTFOLIO TURNOVER
RATE ..................... 79.95% 81.24% 72.04% 67.32% 45.68% 2.46% 32.06% 64.94%
</TABLE>

<TABLE>
<CAPTION>
GROWTH EQUITY
FUND
---------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 18.62 $ 13.93 $ 13.15 $ 10.61 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.02 0.03 0.08 0.08 0.08
Net realized and
unrealized
Gains (losses)
on investments,
options, futures
contracts and foreign
currency transactions .. 4.51 6.36 1.49 2.59 0.60
-------- -------- -------- -------- --------

Total Income (Loss) from
Investment Operations .... 4.53 6.39 1.57 2.67 0.68
-------- -------- -------- -------- --------

LESS DISTRIBUTIONS PAID:
From net investment
income ................... (0.02) (0.03) (0.08) (0.08) (0.07)
From net realized gains .. (1.19) (1.67) (0.71) (0.05) --
In excess of net
investment income ....... -- -- -- -- --
In excess of
accumulated
net realized gains
on investment
transaction ............. -- -- -- -- --
-------- -------- -------- -------- --------

Total Distributions Paid .... (1.21) (1.70) (0.79) (0.13) (0.07)
-------- -------- -------- -------- --------

NET ASSET VALUE,
END OF YEAR ............... $ 21.94 $ 18.62 $ 13.93 $ 13.15 $ 10.61
-------- -------- -------- -------- --------

TOTAL RETURN(6) ............. 24.72% 48.06% 11.72% 25.13% 6.90%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $640,948 $479,782 $302,605 $224,571 $113,185
Ratio to average net assets
of:(7)
Expenses, net of waivers
and reimbursements ....... 1.00% 1.00% 1.00% 1.00% 1.00%
Expenses, before waivers
and reimbursements ....... 1.30% 1.30% 1.33% 1.36% 1.40%
Net investment income
(loss), net of waivers
and reimbursements ....... 0.08% 0.18% 0.56% 0.70% 0.86%
Net investment income
(loss), before waivers
and reimbursements ....... (0.22)% (0.12)% 0.23% 0.34% 0.46%
PORTFOLIO TURNOVER
RATE ..................... 49.67% 73.85% 67.34% 73.20% 82.90%
</TABLE>

Page 108

<PAGE> 152
FINANCIAL HIGHLIGHTS (CONTINUED)
EQUITY FUNDS

<TABLE>
<CAPTION>
SELECT EQUITY MID CAP
FUND GROWTH FUND
----------------------------------------------------------- -----------
YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(2) 1999(3)
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 19.16 $ 14.55 $ 13.12 $ 10.77 $ 10.00 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... -- 0.02 0.02 0.02 0.06 --
Net realized and
unrealized
gains (losses) on
investments,
options, futures
contracts and foreign
currency transactions .. 5.40 6.81 2.05 2.73 0.75 1.72
-------- -------- ------- ------- ------- -------
Total Income (Loss) from
Investment Operations .... 5.40 6.83 2.07 2.75 0.81 1.72
-------- -------- ------- ------- ------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.01) (0.02) (0.02) (0.03) (0.04) --
From net realized gains .. (1.22) (2.20) (0.62) (0.37) -- --
In excess of net
investment income ....... -- -- -- -- -- --
In excess of
accumulated net realized
gains on investment
transactions ........... -- -- -- -- -- --
-------- -------- ------- ------- ------- -------

Total Distributions Paid .... (1.23) (2.22) (0.64) (0.40) (0.04) --
-------- -------- ------- ------- ------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 23.33 $ 19.16 $ 14.55 $ 13.12 $ 10.77 $ 11.72
-------- -------- ------- ------- ------- -------
TOTAL RETURN(6) ............. 28.79% 49.71% 15.64% 25.70% 8.18% 17.19%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $198,530 $126,536 $63,677 $33,842 $15,123 $77,378
Ratio to average net assets
of:(7)
Expenses, net of waivers
and reimbursements ....... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Expenses, before waivers
and reimbursements ....... 1.54% 1.58% 1.67% 1.91% 2.61% 1.65%
Net investment income
(loss), net of waivers and
reimbursements ........... (0.15)% 0.15% 0.21% 0.22% 0.82% (0.51)%
Net investment income
(loss) before waivers
and reimbursements ....... (0.69)% (0.43)% (0.46)% (0.69)% (0.79)% (1.16)%
PORTFOLIO TURNOVER
RATE ..................... 87.73% 148.55% 72.68% 137.99% 48.88% 173.39%
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP
FUND
-------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 16.76 $ 12.31 $ 11.58 $ 9.98 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.04 0.03 0.07 0.05 0.11
Net realized and
unrealized
gains (losses) on
investments,
options, futures
contracts and foreign
currency transactions .. (3.93) 5.14 1.37 2.29 (0.05)
-------- -------- -------- -------- -------
Total Income (Loss) from
Investment Operations .... (3.89) 5.17 1.44 2.34 0.06
-------- -------- -------- -------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. (0.01) (0.04) (0.06) (0.07) (0.08)
From net realized gains .. (0.54) (0.68) (0.65) (0.67) --
In excess of net
investment income ....... -- -- -- -- --
In excess of
accumulated net realized
gains on investment
transactions ........... -- -- -- -- --
-------- -------- -------- -------- -------

Total Distributions Paid .... (0.55) (0.72) (0.71) (0.74) (0.08)
-------- -------- -------- -------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 12.32 $ 16.76 $ 12.31 $ 11.58 $ 9.98
-------- -------- -------- -------- -------
TOTAL RETURN(6) ............. (23.46)% 42.71% 12.48% 24.09% 0.57%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $264,434 $368,579 $197,113 $155,238 $76,627
Ratio to average net assets
of:(7)
Expenses, net of waivers
and reimbursements ....... 1.00% 1.00% 1.00% 1.00% 1.00%
Expenses, before waivers
and reimbursements ....... 1.52% 1.53% 1.54% 1.61% 1.76%
Net investment income
(loss), net of waivers and
reimbursements ........... 0.25% 0.28% 0.54% 0.65% 1.36%
Net investment income
(loss) before waivers
and reimbursements ....... (0.27)% (0.25)% 0.00% 0.04% 0.60%
PORTFOLIO TURNOVER
RATE ..................... 18.74% 18.59% 18.92% 46.59% 82.46%
</TABLE>

Page 109

<PAGE> 153
FINANCIAL HIGHLIGHTS (CONTINUED)
EQUITY FUNDS

<TABLE>
<CAPTION>
INTERNATIONAL
GROWTH EQUITY
FUND
---------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 11.66 $ 10.05 $ 10.23 $ 9.61 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.13 0.09 0.09 0.17 0.04
Net realized and
unrealized
gains (losses) on
investments, options,
futures contracts and
foreign currency
transactions ........... 1.36 1.98 0.18 0.65 (0.31)
-------- -------- -------- -------- --------
Total Income (Loss) from
Investment Operations .... 1.49 2.07 0.27 0.82 (0.27)
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. -- (0.07) (0.09) (0.11) (0.03)
From net realized gains .. (0.46) (0.29) (0.23) -- --
In excess of net
investment income ....... (0.12) (0.10) -- (0.09) --
In excess of
accumulated
net realized gains on
investment
transactions ............ -- -- (0.13) -- (0.09)
-------- -------- -------- -------- --------
Total Distributions Paid .... (0.58) (0.46) (0.45) (0.20) (0.12)
-------- -------- -------- -------- --------
NET ASSET VALUE,
END OF YEAR ............... $ 12.57 $ 11.66 $ 10.05 $ 10.23 $ 9.61
-------- -------- -------- -------- --------
TOTAL RETURN(6) ............. 13.04% 21.34% 2.61% 8.61% (2.65)%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $215,656 $178,210 $165,892 $181,237 $114,673
Ratio to average net assets
of: (7)
Expenses, net of waivers
and reimbursements ....... 1.25% 1.25% 1.25% 1.25% 1.25%
Expenses, before waivers
and reimbursements ....... 1.62% 1.62% 1.63% 1.65% 1.71%
Net investment income
(loss), net of waivers and
reimbursements ........... 0.52% 0.79% 0.78% 0.92% 0.47%
Net investment income
(loss), before waivers and
reimbursements ........... 0.15% 0.42% 0.40% 0.52% 0.01%
PORTFOLIO TURNOVER
RATE ..................... 177.89% 145.02% 190.94% 216.86% 158.31%
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL
SELECT EQUITY TECHNOLOGY
FUND FUND
--------------------------------------------------------- ---------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1997 1996 1995(4) 1999 1998 1997(5)
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER SHARE DATA
NET ASSET VALUE,
BEGINNING OF YEAR ........ $ 12.52 $ 10.37 $ 10.73 $ 9.78 $ 10.00 $ 17.11 $ 11.95 $ 10.00

INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
Net investment income .... 0.04 0.22 0.04 0.01 0.04 -- -- --
Net realized and
unrealized
gains (losses) on
investments, options,
futures contracts and
foreign currency
transactions ........... 1.08 2.19 (0.25) 0.99 (0.23) 13.55 6.06 2.10
-------- -------- -------- -------- ------- -------- -------- -------
Total Income (Loss) from
Investment Operations .... 1.12 2.41 (0.21) 1.00 (0.19) 13.55 6.06 2.10
-------- -------- -------- -------- ------- -------- -------- -------
LESS DISTRIBUTIONS PAID:
From net investment
income ................. -- (0.16) (0.03) (0.02) (0.03) -- -- --
From net realized gains .. (0.65) -- -- -- -- (0.67) (0.90) (0.15)
In excess of net
investment income ....... (0.01) (0.10) (0.04) (0.03) -- -- -- --
In excess of
accumulated
net realized gains on
investment
transactions ............ -- -- (0.08) -- -- -- -- --
-------- -------- -------- -------- ------- -------- -------- -------
Total Distributions Paid .... (0.66) (0.26) (0.15) (0.05) (0.03) (0.67) (0.90) (0.15)
-------- -------- -------- -------- ------- -------- -------- -------
NET ASSET VALUE,
END OF YEAR ............... $ 12.98 $ 12.52 $ 10.37 $ 10.73 $ 9.78 $ 29.99 $ 17.11 $ 11.95
-------- -------- -------- -------- ------- -------- -------- -------
TOTAL RETURN(6) ............. 9.16% 23.74% (1.95)% 10.20% (1.95)% 79.97% 52.62% 20.82%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
end of year .............. $124,513 $117,618 $108,944 $102,719 $71,958 $343,709 $104,389 $43,754
Ratio to average net assets
of: (7)
Expenses, net of waivers
and reimbursements ....... 1.25% 1.25% 1.25% 1.25% 1.25% 1.23% 1.25% 1.25%
Expenses, before waivers
and reimbursements ....... 1.66% 1.64% 1.66% 1.71% 1.75% 1.53% 1.59% 2.02%
Net investment income
(loss), net of waivers and
reimbursements ........... 0.38% 0.29% 0.47% 0.12% 0.47% (0.87)% (0.96)% (0.75)%
Net investment income
(loss), before waivers and
reimbursements ........... (0.03)% (0.10)% 0.06% (0.34)% (0.03)% (1.17)% (1.30)% (1.52)%
PORTFOLIO TURNOVERS
RATE ..................... 168.19% 98.22% 97.60% 176.71% 97.69% 61.01% 74.75% 67.89%
</TABLE>

Page 110

<PAGE> 154

- ---------------------------------

(1) For the period October 7, 1996 (commencement of operations) through March
31, 1997.

(2) For the period April 6, 1994 (commencement of operations) through March 31,
1995.

(3) Commenced investment operations after the close of business on March 31,
1998.

(4) For the period April 5, 1994 (commencement of operations) through March 31,
1995.

(5) Commenced investment operations on April 1, 1996.

(6) Assumes investment at net asset value at the beginning of the year,
reinvestment of all dividends and distributions, and a complete redemption
of the investment at net asset value at the end of the year. Total return
is not annualized for periods less than one year.

(7) Annualized for periods less than a full year.

Page 111

<PAGE> 155
FOR MORE INFORMATION

ANNUAL/SEMIANNUAL REPORT

Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders. In the Funds' annual reports, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during their last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

The Funds' annual and semiannual reports, and the SAI, are available free upon
request by calling The Northern Funds Center at 1-800-595-9111.

TO OBTAIN OTHER INFORMATION AND FOR SHAREHOLDER INQUIRIES:

BY TELEPHONE - Call 1-800-595-9111

BY MAIL - Northern Funds
P.O. Box 75986
Chicago, IL 60690-6319

ON THE INTERNET - Text-only versions of the Funds' documents are available:

- On the SEC's website at http://www.sec.gov.

- On Northern Funds' website at http://www.northernfunds.com.

[LOGO]

Page 112

<PAGE> 156
33-73404
811-8236

PART B

STATEMENT OF ADDITIONAL INFORMATION

MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
U.S. GOVERNMENT SELECT MONEY MARKET FUND
MUNICIPAL MONEY MARKET FUND
CALIFORNIA MUNICIPAL MONEY MARKET FUND
U.S. GOVERNMENT FUND
SHORT-INTERMEDIATE U.S. GOVERNMENT FUND
INTERMEDIATE TAX-EXEMPT FUND
CALIFORNIA INTERMEDIATE TAX-EXEMPT FUND
FLORIDA INTERMEDIATE TAX-EXEMPT FUND
FIXED INCOME FUND
TAX-EXEMPT FUND
ARIZONA TAX-EXEMPT FUND
CALIFORNIA TAX-EXEMPT FUND
INTERNATIONAL FIXED INCOME FUND
HIGH YIELD MUNICIPAL FUND
HIGH YIELD FIXED INCOME FUND
INCOME EQUITY FUND
STOCK INDEX FUND
GROWTH EQUITY FUND
SELECT EQUITY FUND
MID CAP GROWTH FUND
SMALL CAP INDEX FUND
SMALL CAP FUND
INTERNATIONAL GROWTH EQUITY FUND
INTERNATIONAL SELECT EQUITY FUND
TECHNOLOGY FUND

NORTHERN FUNDS
(THE "TRUST")

This Statement of Additional Information dated July 16, 1999 (the
"Additional Statement") is not a prospectus. This Additional Statement should be
read in conjunction with the Prospectus dated July 16, 1999, as amended or
supplemented from time to time, for the Money Market Fund, U.S. Government Money
Market Fund, U.S. Government Select Money Market Fund, Municipal Money Market
Fund, California Municipal Money Market Fund (collectively, the "Money Market
Funds"), U.S. Government Fund, Short-Intermediate U.S.

-1-
<PAGE> 157
Government Fund, Intermediate Tax-Exempt Fund, California Intermediate
Tax-Exempt Fund, Florida Intermediate Tax-Exempt Fund, Fixed Income Fund,
Tax-Exempt Fund, Arizona Tax-Exempt Fund, California Tax-Exempt Fund, High Yield
Municipal Fund, High Yield Fixed Income Fund, International Fixed Income Fund,
Income Equity Fund, Stock Index Fund, Growth Equity Fund, Select Equity Fund,
Mid Cap Growth Fund, Small Cap Index Fund, Small Cap Fund, International Growth
Equity Fund, International Select Equity Fund and Technology Fund (collectively,
the "Non-Money Market Funds," and together with the Money Market Funds, the
"Funds") of Northern Funds (the "Prospectus"). Copies of the Prospectus may be
obtained without charge from the Transfer Agent by writing to the Northern Funds
Center, P.O. Box 75986, Chicago, Illinois 60690-9069 or by calling
1-800-595-9111. Capitalized terms not otherwise defined have the same meaning as
in the Prospectus.

The audited financial statements and related report of Arthur Andersen
LLP, independent accountants, contained in the annual report to shareholders for
the fiscal year ended March 31, 1999 are incorporated herein by reference in the
section entitled "Financial Statements." No other part of the annual report is
incorporated by reference herein. Copies of the annual report may be obtained,
upon request and without charge by calling The Northern Trust Company at
1-800-595-9111.

----------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS ADDITIONAL STATEMENT OR IN THE PROSPECTUS
IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NORTHERN FUNDS OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY NORTHERN FUNDS OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

An investment in a Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any government
agency. An investment in a Fund involves investment risks, including possible
loss of principal. Although each of the Money Market Funds seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose money by
investing in the Funds.

-2-
<PAGE> 158
INDEX
<TABLE>
<CAPTION>

Page
----
<S> <C>
ADDITIONAL INVESTMENT INFORMATION............................................................. 4
Investment Objectives and Policies............................................................ 4
Special Risk Factors and Considerations Relating to California Municipal Instruments,
Florida Municipal Instruments and Arizona Municipal Instruments.......................... 33
California Municipal Instruments.............................................................. 33
Florida Municipal Instruments................................................................. 45
Arizona Municipal Instruments................................................................. 49
Investment Restrictions....................................................................... 52

ADDITIONAL TRUST INFORMATION.................................................................. 57
Classification and History.................................................................... 57
Trustees and Officers......................................................................... 57
Investment Adviser, Transfer Agent and Custodian.............................................. 59
Administrator and Distributor................................................................. 73
Service Organizations......................................................................... 77
Counsel and Auditors.......................................................................... 78
In-Kind Purchases and Redemptions............................................................. 78
Automatic Investing Plan...................................................................... 78
Directed Reinvestments........................................................................ 79
Redemptions and Exchanges..................................................................... 79
Retirement Plans.............................................................................. 80
Expenses...................................................................................... 80

PERFORMANCE INFORMATION....................................................................... 80
Money Market Funds............................................................................ 80
Non-Money Market Funds........................................................................ 82
General Information........................................................................... 87

NET ASSET VALUE............................................................................... 89

TAXES ........................................................................................ 91
Federal - General Information................................................................. 91
Federal - Tax-Exempt Information.............................................................. 93
Taxation of Certain Financial Instruments..................................................... 94
Special State Tax Considerations Pertaining to the California Funds........................... 94
Special State Tax Considerations Pertaining to the Florida Intermediate Tax-Exempt Fund....... 96
Special State Tax Considerations Pertaining to the Arizona Tax-Exempt Fund.................... 97

DESCRIPTION OF SHARES......................................................................... 97
FINANCIAL STATEMENTS.......................................................................... 100
OTHER INFORMATION............................................................................. 100
APPENDIX A.................................................................................... A-1
APPENDIX B.................................................................................... B-1
</TABLE>

-3-
<PAGE> 159
ADDITIONAL INVESTMENT INFORMATION

INVESTMENT OBJECTIVES AND POLICIES

The following supplements the investment objectives, strategies and
risks of the Funds as set forth in the Prospectus. The investment objective of
each Fund may be changed without the vote of the majority of the Fund's
outstanding shares. Except as expressly noted below, each Fund's investment
policies may be changed without shareholder approval. In addition to the
instruments discussed below and in the Prospectus, each Fund may purchase other
types of financial instruments, however designated, whose investment and credit
quality characteristics are determined by the Investment Advisers to be
substantially similar to those of any other investment otherwise permitted by
the Funds' investment policies.

MONEY MARKET FUNDS

Money Market Fund seeks to maximize current income to
the extent consistent with the preservation of
capital and maintenance of liquidity by investing
only in high-quality money market instruments.

U.S. Government Money Market Fund has the same
objective as the Money Market Fund but invests
primarily in securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities
and related repurchase agreements.

U.S. Government Select Money Market Fund seeks to
maximize current income to the extent consistent with
the preservation of capital and maintenance of
liquidity by investing exclusively in high quality
money market instruments.

Municipal Money Market Fund seeks high current income
exempt from regular federal tax to the extent
consistent with preserving capital by investing
mainly in short-term municipal instruments.

California Municipal Money Market Fund seeks to
provide its shareholders to the extent consistent
with the preservation of capital and prescribed
portfolio standards, a high level of income exempt
from regular federal income tax and California state
personal income tax.

FIXED INCOME FUNDS

U.S. Government Fund seeks high current income from
U.S. Government securities. The Fund's
dollar-weighted average maturity is anticipated to
range between one and ten years. It is designed for
investors who seek greater

4
<PAGE> 160
principal stability than is generally available from
higher yielding corporate bonds.

Short-Intermediate U.S. Government Fund seeks high
current income from a broad range of U.S. Government
securities. The Fund's dollar-weighted average
maturity is anticipated to range between two and five
years. It is designed for investors who seek greater
principal stability than is generally available from
higher yielding corporate bonds.

Fixed Income Fund seeks high current income from a
broad range of bonds and other fixed income
securities. The Fund's average maturity is
anticipated to range between seven and twelve years.
This Fund generally presents greater risk and reward
potential than the U.S. Government Fund and the
Short-Intermediate U.S. Government Fund.

International Fixed Income Fund seeks to maximize
total return consistent with reasonable risk while
investing in foreign securities markets. Total return
is comprised of current income and value fluctuations
from investing in bonds and other fixed income
securities of foreign issuers.

High Yield Municipal Fund seeks a high level of
current income exempt from regular federal income
tax.

High Yield Fixed Income Fund seeks a high level of
current income. In seeking current income, the Fund
may also consider the potential for capital
appreciation. In pursuing its investment objective,
the Fund invests in high yield fixed income
instruments.

TAX-EXEMPT FUNDS

Intermediate Tax-Exempt Fund seeks high current
income exempt from regular federal income tax by
investing in a broad range of municipal instruments
with an expected average maturity of three to ten
years.

California Intermediate Tax-Exempt Fund seeks high
current income exempt from regular federal income tax
and California state personal income tax by investing
in municipal instruments with an expected average
maturity of three to ten years.

Florida Intermediate Tax-Exempt Fund seeks high
current income exempt from regular federal income tax
by investing in municipal instruments with an
expected average maturity of three to ten years. The
Fund intends, but cannot guarantee, that its shares
will qualify for exemption from the Florida
intangibles tax.

5
<PAGE> 161
Tax-Exempt Fund seeks high current income exempt from
regular federal income tax by investing in municipal
instruments with an expected average maturity of ten
to thirty years.

Arizona Tax-Exempt Fund seeks high current income
exempt from regular federal income tax and Arizona
state personal income tax by investing in municipal
instruments with an expected average maturity of ten
to thirty years.

California Tax-Exempt Fund seeks high current income
exempt from regular federal income tax and California
state personal income tax by investing in municipal
instruments with an expected average maturity of ten
and thirty years.

EQUITY FUNDS

Income Equity Fund seeks to achieve high current
income and, as a secondary objective, longer-term
capital appreciation. The Fund invests in convertible
and other equity securities. Because it emphasizes
high current income, this Fund is likely to have the
least price fluctuation of Northern Funds' equity
funds.

Stock Index Fund seeks to provide investment results
approximating the aggregate price and dividend
performance of the securities included in the S&P 500
Index.

Growth Equity Fund seeks long-term capital
appreciation by investing mainly in the equity
securities of growth companies. It is designed for
investors willing to accept above-average price
volatility in search of long-term reward.

Select Equity Fund is also for the more aggressive
investor, seeking long-term capital appreciation by
investing principally in common stocks of companies
the adviser believes to have superior growth
characteristics. Any income is incidental to this
objective.

Mid Cap Growth Fund seeks long-term capital
appreciation by investing primarily in equity
securities of companies with market capitalizations
that are within the capitalization range of the
Standard & Poor's MidCap 400 Stock Index at the time
of investment.

Small Cap Index Fund seeks to provide investment
results approximating the aggregate price and
dividend performance of the securities included in
the Russell 2000 Small Stock Index (the "Russell 2000
Index").

Small Cap Fund seeks long-term capital appreciation;
any income is incidental to this objective. Because
it invests principally in the equity securities of

6
<PAGE> 162
smaller companies, this Fund is likely to have more
price volatility than the Growth Equity and Select
Equity Funds.

International Growth Equity Fund offers the potential
benefits of international diversification to
investors willing to accept above-average price
volatility while seeking long-term capital
appreciation. While subject to additional risks such
as currency fluctuations and the higher volatility of
foreign securities, this Fund uses diversification,
in an effort to control risk.

International Select Equity Fund seeks long-term
growth by investing principally in common stock of
foreign issuers that the adviser believes are growing
faster than their markets. Because fewer countries
and securities are generally represented in this Fund
than in the International Growth Equity Fund, it is
likely to experience more price volatility.

Technology Fund seeks long-term capital appreciation
by investing principally in equity securities and
securities convertible into common stock of companies
that develop, produce or distribute products and
services related to advances in technology. The Fund
will, under normal market conditions, invest at least
65% of the value of its total assets in securities of
companies principally engaged in technology business
activities. An issuer is considered principally
engaged in technology business activities if such
issuer is listed on the Morgan Stanley
High-Technology 35 Index (the "Morgan Stanley
Index"), the Hambrecht and Quist Technology Index
(the "H&Q Index"), the SoundView Technology Index,
the technology grouping of the S&P 500 Index or any
other comparable index.

The Morgan Stanley Index is an equal dollar weighted
index of 35 stocks drawn from nine technology
subsectors: computer services, design software,
server software, PC software and new media,
networking and telecom equipment, server hardware, PC
hardware and peripherals, specialized systems and
semi-conductors. The SoundView Technology Index is an
equal dollar weighted index designed to measure the
performance of the technology industry. It is
comprised of 100 major technology companies chosen by
SoundView Financial Group. The H&Q Index is comprised
of publicly traded stocks of approximately 250
technology companies. The H&Q Index includes
companies in the electronics, services and related
technologies industries and is a market
capitalization weighted index. Changes in the indices
may occur when Morgan Stanley, SoundView or H&Q
choose to modify their indices or as mergers,
acquisitions and failures dictate. Such changes may
happen with fair regularity owing to the
fast-changing nature of the technology industries.

COMMERCIAL PAPER, BANKERS' ACCEPTANCES, CERTIFICATES OF DEPOSIT, TIME
DEPOSITS AND BANK NOTES. Commercial paper represents short-term unsecured
promissory notes issued in bearer form by banks or bank holding companies,
corporations and finance companies. Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank for a definite
period of

7
<PAGE> 163
time and earning a specified return. Bankers' acceptances are negotiable drafts
or bills of exchange, normally drawn by an importer or exporter to pay for
specific merchandise, which are "accepted" by a bank, meaning, in effect, that
the bank unconditionally agrees to pay the face value of the instrument on
maturity. Fixed time deposits are bank obligations payable at a stated maturity
date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn
on demand by the investor, but may be subject to early withdrawal penalties that
vary depending upon market conditions and the remaining maturity of the
obligation. There are no contractual restrictions on the right to transfer a
beneficial interest in a fixed time deposit to a third party. Bank notes and
bankers' acceptances rank junior to deposit liabilities of the bank and pari
passu with other senior, unsecured obligations of the bank. Bank notes are
classified as "other borrowings" on a bank's balance sheet, while deposit notes
and certificates of deposit are classified as deposits. Bank notes are not
insured by the Federal Deposit Insurance Corporation or any other insurer.
Deposit notes are insured by the Federal Deposit Insurance Corporation only to
the extent of $100,000 per depositor per bank.

A Fund may invest a portion of its net assets in the obligations of
foreign banks and foreign branches of domestic banks. Such obligations include
Eurodollar Certificates of Deposit ("ECDs"), which are U.S. dollar-denominated
certificates of deposit issued by offices of foreign and domestic banks located
outside the United States; Eurodollar Time Deposits ("ETDs"), which are U.S.
dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign
bank; Canadian Time Deposits ("CTDs"), which are essentially the same as ETDs
except they are issued by Canadian offices of major Canadian banks; Schedule Bs,
which are obligations issued by Canadian branches of foreign or domestic banks;
Yankee Certificates of Deposit ("Yankee Cds"), which are U.S. dollar-denominated
certificates of deposit issued by a U.S. branch of a foreign bank and held in
the United States; and Yankee Bankers' Acceptances ("Yankee Bas"), which are
U.S. dollar-denominated bankers' acceptances issued by a U.S. branch of a
foreign bank and held in the United States.

INSURANCE FUNDING AGREEMENTS. An insurance funding agreement ("IFA") is
normally a general obligation of the issuing insurance company and not a
separate account. The purchase price paid for an IFA becomes part of the general
assets of the insurance company, and the contract is paid from the company's
general assets. The Money Market Fund and Fixed Income Fund will only purchase
highly rated IFAs. The High Yield Fixed Income Fund is not subject to any
minimum rating criteria. Generally, IFAs are not assignable or transferable
without the permission of the issuing insurance companies, and an active
secondary market in IFAs may not exist. Therefore, IFAs will be subject to a
Fund's limitation on illiquid investments when the Fund may not demand payment
of the principal amount within seven days and a reliable trading market is
absent.

ZERO COUPON, PAY-IN-KIND AND CAPITAL APPRECIATION BONDS. To the extent
consistent with their respective investment objectives, each Fund may invest in
zero coupon bonds, capital appreciation bonds and pay-in-kind ("PIK")
securities. Zero coupon and capital appreciation bonds are debt securities
issued or sold at a discount from their face value and which do not entitle the
holder to any periodic payment of interest prior to maturity or a specified
date. The original issue discount varies depending on the time remaining until
maturity or cash payment date, prevailing interest rates, the liquidity of the
security and the perceived credit quality of the issuer. These securities also
may take the form of debt securities that have been stripped of their unmatured
interest coupons, the coupons themselves or receipts or certificates
representing interests in such stripped debt obligations or coupons. The market
prices of zero coupon bonds, capital appreciation bonds and PIK securities

8
<PAGE> 164
generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in interest
rates than interest bearing securities having similar maturities and credit
quality.

PIK securities may be debt obligations or preferred shares that provide
the issuer with the option of paying interest or dividends on such obligations
in cash or in the form of additional securities rather than cash. Similar to
zero coupon bonds, PIK securities are designed to give an issuer flexibility in
managing cash flow. PIK securities that are debt securities can either be senior
or subordinated debt and generally trade flat (i.e., without accrued interest).
The trading price of PIK debt securities generally reflects the market value of
the underlying debt plus an amount representing accrued interest since the last
interest payment.

Zero coupon bonds, capital appreciation bonds and PIK securities
involve the additional risk that, unlike securities that periodically pay
interest to maturity, a Fund will realize no cash until a specified future
payment date unless a portion of such securities is sold and, if the issuer of
such securities defaults, a Fund may obtain no return at all on its investment.
In addition, even though such securities do not provide for the payment of
current interest in cash, the Funds are nonetheless required to accrue income on
such investments for each taxable year and generally are required to distribute
such accrued amounts (net of deductible expenses, if any) to avoid being subject
to tax. Because no cash is generally received at the time of the accrual, a Fund
may be required to liquidate other portfolio securities to obtain sufficient
cash to satisfy federal tax distribution requirements applicable to the Fund.

LOAN PARTICIPATIONS. The High Yield Fixed Income Fund may invest in
loan participations. Such loans must be to issuers in whose obligations the High
Yield Fixed Income Fund may invest. A loan participation is an interest in a
loan to a U.S. or foreign company or other borrower which is administered and
sold by a financial intermediary. In a typical corporate loan syndication, a
number of lenders, usually banks (co-lenders), lend a corporate borrower a
specified sum pursuant to the terms and conditions of a loan agreement. One of
the co-lenders usually agrees to act as the agent bank with respect to the loan.

Participation interests acquired by the High Yield Fixed Income Fund
may take the form of a direct or co-lending relationship with the corporate
borrower, an assignment of an interest in the loan by a co-lender or another
participant, or a participation in the seller's share of the loan. When the High
Yield Fixed Income Fund acts as co-lender in connection with a participation
interest or when the High Yield Fixed Income Fund acquires certain participation
interests, the High Yield Fixed Income Fund will have direct recourse against
the borrower if the borrower fails to pay scheduled principal and interest. In
cases where the High Yield Fixed Income Fund lacks direct recourse, it will look
to the agent bank to enforce appropriate credit remedies against the borrower.
In these cases, the High Yield Fixed Income Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if
the Fund had purchased a direct obligation (such as commercial paper) of such
borrower. For example, in the event of the bankruptcy or insolvency of the
corporate borrower, a loan participation may be subject to certain defenses by
the borrower as a result of improper conduct by the agent bank. Moreover, under
the terms of the loan participation, the High Yield Fixed Income Fund may be
regarded as a creditor of the agent bank (rather than of the underlying
corporate borrower), so that the High Yield Fixed Income Fund may also be
subject to the risk that the agent bank may become

9
<PAGE> 165
insolvent. The secondary market, if any, for these loan participations is
limited and any loan participations purchased by the High Yield Fixed Income
Fund will be regarded as illiquid.

For purposes of certain investment limitations pertaining to
diversification of the High Yield Fixed Income Fund's portfolio investments, the
issuer of a loan participation will be the underlying borrower. However, in
cases where the High Yield Fixed Income Fund does not have recourse directly
against the borrower, both the borrower and each agent bank and co-lender
interposed between the High Yield Fixed Income Fund and the borrower will be
deemed issuers of a loan participation.

REPURCHASE AGREEMENTS. Each Fund may agree to purchase portfolio
securities from financial institutions subject to the seller's agreement to
repurchase them at a mutually agreed upon date and price ("repurchase
agreements"). Repurchase agreements are considered to be loans under the
Investment Company Act of 1940 (the "1940 Act"). Although the securities subject
to a repurchase agreement may bear maturities exceeding one year, settlement for
the repurchase agreement will never be more than one year after a Fund's
acquisition of the securities and normally will be within a shorter period of
time. Securities subject to repurchase agreements are held either by Northern
Funds' custodian or subcustodian (if any), or in the Federal Reserve/Treasury
Book-Entry System. The seller under a repurchase agreement will be required to
maintain the value of the securities subject to the agreement in an amount
exceeding the repurchase price (including accrued interest). Default by the
seller would, however, expose a Fund to possible loss because of adverse market
action or delay in connection with the disposition of the underlying
obligations.

REVERSE REPURCHASE AGREEMENTS. A Fund may borrow funds by selling
portfolio securities to financial institutions such as banks and broker/dealers
and agreeing to repurchase them at a mutually specified date and price ("reverse
repurchase agreements"). The Funds may use the proceeds of reverse repurchase
agreements to purchase other securities either maturing, or under an agreement
to resell, on a date simultaneous with or prior to the expiration of the reverse
repurchase agreement. Reverse repurchase agreements are considered to be
borrowings under the 1940 Act. Reverse repurchase agreements involve the risk
that the market value of the securities sold by a Fund may decline below the
repurchase price. A Fund will pay interest on amounts obtained pursuant to a
reverse repurchase agreement. While reverse repurchase agreements are
outstanding, a Fund will segregate liquid assets in an amount at least equal to
the market value of the securities, plus accrued interest, subject to the
agreement.

VARIABLE AND FLOATING RATE INSTRUMENTS. With respect to the variable
and floating rate instruments that may be acquired by the Funds as described in
the Prospectus, the Investment Advisers will consider the earning power, cash
flows and other liquidity ratios of the issuers and guarantors of such
instruments and, if the instruments are subject to demand features, will monitor
their financial status and ability to meet payment on demand. In determining
weighted average portfolio maturity, an instrument may, subject to applicable
Securities and Exchange Commission ("SEC") regulations, be deemed to have a
maturity shorter than its nominal maturity based on the period remaining until
the next interest rate adjustment or the time a Fund can recover payment of
principal as specified in the instrument. Where necessary to ensure that a
variable or floating rate instrument is of the minimum required credit quality
for a Fund, the issuer's obligation to pay the principal of the instrument will
be backed by an unconditional bank letter or line of credit, guarantee or
commitment to lend.

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Variable and floating rate instruments eligible for purchase by the
Funds include variable amount master demand notes, which permit the indebtedness
thereunder to vary in addition to providing for periodic adjustments in the
interest rate, and (except for the Money Market Funds) leveraged inverse
floating rate debt instruments ("inverse floaters"). The interest rate on an
inverse floater resets in the opposite direction from the market rate of
interest to which the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of
interest. The higher degree of leverage interest in inverse floaters is
associated with greater volatility in their market values. Accordingly, the
duration of an inverse floater may exceed its stated final maturity. The Funds
may deem the maturity of variable and floating rate instruments to be less than
their stated maturities based on their variable and floating rate features
and/or their put features. Unrated variable and floating rate instruments will
be determined by the Investment Advisers to be of comparable quality at the time
of purchase to rated instruments which may be purchased by the Funds.

Variable and floating rate instruments including inverse floaters held
by a Fund will be subject to the Fund's limitation on illiquid investments when
the Fund may not demand payment of the principal amount within seven days absent
a reliable trading market.

FORWARD COMMITMENTS, WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY
TRANSACTIONS. Each Fund may purchase securities on a when-issued basis or
purchase or sell securities on a forward commitment (sometimes called delayed
delivery) basis. These transactions involve a commitment by the Fund to purchase
or sell securities at a future date. The price of the underlying securities
(usually expressed in terms of yield) and the date when the securities will be
delivered and paid for (the settlement date) are fixed at the time the
transaction is negotiated. When-issued purchases and forward commitment
transactions are normally negotiated directly with the other party.

A Fund will purchase securities on a when-issued basis or purchase or
sell securities on a forward commitment basis only with the intention of
completing the transaction and actually purchasing or selling the securities. If
deemed advisable as a matter of investment strategy, however, a Fund may dispose
of or negotiate a commitment after entering into it. A Fund also may sell
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date.

When a Fund purchases securities on a when-issued, delayed-delivery or
forward commitment basis, the Fund will segregate liquid assets having a value
(determined daily) at least equal to the amount of the Fund's purchase
commitments until three days prior to the settlement date, or will otherwise
cover its position. These procedures are designed to ensure that the Fund will
maintain sufficient assets at all times to cover its obligations under
when-issued purchases, forward commitments and delayed-delivery transactions.
For purposes of determining a Fund's average dollar-weighted maturity, the
maturity of when-issued, delayed-delivery or forward commitment securities will
be calculated from the commitment date.

UNITED STATES GOVERNMENT OBLIGATIONS. Examples of the types of U.S.
Government obligations that may be acquired by the Funds include U.S. Treasury
Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank

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of the United States, Small Business Administration, Federal National Mortgage
Association ("FNMA"), Government National Mortgage Association ("GNMA"), General
Services Administration, Central Bank for Cooperatives, Federal Home Loan
Mortgage Corporation ("FHLMC"), Federal Intermediate Credit Banks and Maritime
Administration.

SUPRANATIONAL BANK OBLIGATIONS. A Fund may invest in obligations of
supranational banks. Supranational banks are international banking institutions
designed or supported by national governments to promote economic
reconstruction, development or trade among nations (e.g., the International Bank
for Reconstruction and Development). Obligations of supranational banks may be
supported by appropriated but unpaid commitments of their member countries and
there is no assurance that these commitments will be undertaken or met in the
future.

STRIPPED OBLIGATIONS. The Treasury Department has facilitated transfers
of ownership of zero coupon securities by accounting separately for the
beneficial ownership of particular interest coupon and principal payments on
Treasury securities through the Federal Reserve book-entry record-keeping
system. The Federal Reserve program as established by the Treasury Department is
known as "STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities." The Funds may purchase securities registered in the STRIPS program.
Under the STRIPS program, the Funds are able to have their beneficial ownership
of zero coupon securities recorded directly in the book-entry record-keeping
system in lieu of having to hold certificates or other evidences of ownership of
the underlying U.S. Treasury securities.

In addition, the Funds, other than the U.S. Government Select Money
Market Fund, may acquire U.S. Government obligations and their unmatured
interest coupons that have been separated ("stripped") by their holder,
typically a custodian bank or investment brokerage firm. Having separated the
interest coupons from the underlying principal of the U.S. Government
obligations, the holder will resell the stripped securities in custodial receipt
programs with a number of different names, including "Treasury Income Growth
Receipts" ("TIGRs") and "Certificate of Accrual on Treasury Securities"
("CATS"). The stripped coupons are sold separately from the underlying
principal, which is usually sold at a deep discount because the buyer receives
only the right to receive a future fixed payment on the security and does not
receive any rights to periodic interest (cash) payments. The underlying U.S.
Treasury bonds and notes themselves are held in book-entry form at the Federal
Reserve Bank or, in the case of bearer securities (i.e., unregistered securities
which are ostensibly owned by the bearer or holder), in trust on behalf of the
owners. Counsel to the underwriters of these certificates or other evidences of
ownership of U.S. Treasury securities have stated that, in their opinion,
purchasers of the stripped securities most likely will be deemed the beneficial
holders of the underlying U.S. Government obligations for federal tax purposes.
Northern Funds is unaware of any binding legislative, judicial or administrative
authority on this issue.

The Prospectus discusses other types of stripped securities that may be
purchased by the Funds, including stripped mortgage-backed securities ("SMBS").
SMBS are usually structured with two or more classes that receive different
proportions of the interest and principal distributions from a pool of
mortgage-backed obligations. A common type of SMBS will have one class receiving
all of the interest, while the other class receives all of the principal.
However, in some instances, one class will receive some of the interest and most
of the principal while the other class will receive most of the interest and the
remainder of the principal. If the underlying obligations experience greater
than

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anticipated prepayments of principal, a Fund may fail to fully recoup its
initial investment in these securities. The market value of the class consisting
entirely of principal payments generally is extremely volatile in response to
changes in interest rates. The yields on a class of SMBS that receives all or
most of the interest are generally higher than prevailing market yields on other
mortgage-backed obligations because their cash flow patterns are also volatile
and there is a risk that the initial investment will not be fully recouped. SMBS
issued by the U.S. Government (or a U.S. Government agency or instrumentality)
may be considered liquid under guidelines established by the Trust's Board of
Trustees if they can be disposed of promptly in the ordinary course of business
at a value reasonably close to that used in the calculation of the net asset
value per share.

ASSET-BACKED SECURITIES. To the extent described in the Prospectus, the
Funds may purchase asset-backed securities, which are securities backed by
mortgages, installment contracts, credit card receivables or other assets.
Asset-backed securities represent interests in "pools" of assets in which
payments of both interest and principal on the securities are made periodically,
thus in effect "passing through" such payments made by the individual borrowers
on the assets that underlie the securities, net of any fees paid to the issuer
or guarantor of the securities. The average life of asset-backed securities
varies with the maturities of the underlying instruments, and the average life
of a mortgage-backed instrument, in particular, is likely to be substantially
less than the original maturity of the mortgage pools underlying the securities
as a result of mortgage prepayments. For this and other reasons, an asset-backed
security's stated maturity may be shortened, and the security's total return may
be difficult to predict precisely.

If an asset-backed security is purchased at a premium, a prepayment
rate that is faster than expected will reduce yield to maturity, while a
prepayment rate that is slower than expected will have the opposite effect of
increasing yield to maturity. Conversely, if an asset-backed security is
purchased at a discount, faster than expected prepayments will increase, while
slower than expected prepayments will decrease, yield to maturity. In
calculating a Fund's average weighted maturity, the maturity of asset-backed
securities will be based on estimates of average life.

Prepayments on asset-backed securities generally increase with falling
interest rates and decrease with rising interest rates; furthermore, prepayment
rates are influenced by a variety of economic and social factors. In general,
the collateral supporting non-mortgage asset-backed securities is of shorter
maturity than mortgage loans and is less likely to experience substantial
prepayments.

Asset-backed securities acquired by the Funds may include
collateralized mortgage obligations ("CMOs") issued by private companies. CMOs
provide the holder with a specified interest in the cash flow of a pool of
underlying mortgages or other mortgage-backed securities. Issuers of CMOs
ordinarily elect to be taxed as pass-through entities known as real estate
mortgage investment conduits ("REMICs"). CMOs are issued in multiple classes,
each with a specified fixed or floating interest rate and a final distribution
date. The relative payment rights of the various CMO classes may be structured
in a variety of ways. The Funds will not purchase "residual" CMO interests,
which normally exhibit greater price volatility.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities guaranteed
by GNMA include GNMA Mortgage Pass-Through

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Certificates (also known as "Ginnie Maes"), which are guaranteed as to the
timely payment of principal and interest by GNMA and backed by the full faith
and credit of the United States. GNMA is a wholly-owned U.S. Government
corporation within the Department of Housing and Urban Development. GNMA
certificates also are supported by the authority of GNMA to borrow funds from
the U.S. Treasury to make payments under its guarantee. Mortgage-backed
securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes"), which are solely the obligations of
FNMA and are not backed by or entitled to the full faith and credit of the
United States, but are supported by the right of the issuer to borrow from the
Treasury. FNMA is a government-sponsored organization owned entirely by private
stockholders. Fannie Maes are guaranteed as to timely payment of the principal
and interest by FNMA. Mortgage-related securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage Participation
Certificates (also known as "Freddie Macs" or "PCs"). FHLMC is a corporate
instrumentality of the United States, created pursuant to an Act of Congress,
which is owned entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed and do not constitute a debt or obligation of the United States or of
any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of
interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate
collection or timely payment of all principal payments on the underlying
mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC
may remit the amount due on account of its guarantee of ultimate payment of
principal at any time after default on an underlying mortgage, but in no event
later than one year after it becomes payable.

Non-mortgage asset-backed securities involve certain risks that are not
presented by mortgage-backed securities. Primarily, these securities do not have
the benefit of the same security interest in the underlying collateral. Credit
card receivables are generally unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
have given debtors the right to set off certain amounts owed on the credit
cards, thereby reducing the balance due. Most issuers of automobile receivables
permit the servicers to retain possession of the underlying obligations. If the
servicer were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
related automobile receivables. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have an
effective security interest in all of the obligations backing such receivables.
Therefore, there is a possibility that recoveries on repossessed collateral may
not, in some cases, be able to support payments on these securities.

MUNICIPAL INSTRUMENTS. Municipal instruments are generally issued to
finance public works, such as airports, bridges, highways, housing,
health-related entities, transportation-related projects, educational programs,
water and pollution control and sewer works. They are also issued to repay
outstanding obligations, to raise funds for general operating expenses and to
make loans to other public institutions and for other facilities. Municipal
instruments include private activity bonds issued by or on behalf of public
authorities. Private activity bonds are or have been issued to obtain funds to
provide, among other things, privately operated housing facilities, pollution
control facilities, convention or trade show facilities, mass transit, airport,
port or parking facilities and certain local facilities for water supply, gas,
electricity or sewage or solid waste disposal. Private activity bonds are also
issued to privately held or publicly owned corporations in the financing of
commercial or industrial facilities. State and local governments

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are authorized in most states to issue private activity bonds for such purposes
in order to encourage corporations to locate within their communities. The
principal and interest on these obligations may be payable from the general
revenues of the users of such facilities..

Municipal instruments include both "general" and "revenue" obligations.
General obligations are secured by the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. Revenue obligations
are payable only from the revenues derived from a particular facility or class
of facilities or, in some cases, from the proceeds of a special excise tax or
other specific revenue source such as lease revenue payments from the user of
the facility being financed. Private activity bonds are in most cases revenue
securities and are not payable from the unrestricted revenues of the issuer.
Consequently, the credit quality of a private activity bond is usually directly
related to the credit standing of the private user of the facility involved.

The Tax-Exempt Funds and the Municipal Funds may also invest in "moral
obligation" bonds, which are normally issued by special purpose public
authorities. If the issuer of a moral obligation bond is unable to meet its debt
service obligations from current revenues, it may draw on a reserve fund (if
such a fund has been established), the restoration of which is a moral
commitment but not a legal obligation of the state or municipality which created
the issuer.

The Municipal Money Market and California Municipal Money Market Funds
may invest in fixed and variable rate notes and similar debt instruments rated
MIG-2, VMIG-2 or Prime-2 or higher by Moody's, SP-2 or A-2 or higher by S&P, D-2
or higher by D&P or F-2 or higher by Fitch IBCA and tax-exempt commercial paper
and similar debt instruments rated Prime-2 or higher by Moody's, A-2 or higher
by S&P, D-2 or higher by D&P or F-2 or higher by Fitch IBCA. The Municipal Money
Market and California Municipal Money Market Funds may also invest in rated and
unrated municipal bonds, notes, paper or other instruments that are of
comparable quality to the tax-exempt commercial paper permitted to be purchased
by the Funds.

Within the principal classifications of municipal instruments described
above there are a variety of categories, including municipal bonds, municipal
notes, municipal leases, custodial receipts and participation certificates.
Municipal notes include tax, revenue and bond anticipation notes of short
maturity, generally less than three years, which are issued to obtain temporary
funds for various public purposes. Municipal leases are obligations issued by
state and local governments or authorities to finance the acquisition of
equipment and facilities. Municipal leases and participation certificates are
obligations issued by state or local governments or authorities to finance the
acquisition of equipment and facilities. Participation certificates may
represent participations in a lease, an installment purchase contract, or a
conditional sales contract. Certain municipal lease obligations (and related
participation certificates) may include "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such purpose
on a yearly basis. Custodial receipts are underwritten by securities dealers or
banks and evidence ownership of future interest payments, principal payments or
both on certain municipal securities. Municipal leases (and participations in
such leases) present the risk that a municipality will not appropriate funds for
the lease payments. Northern Trust, under the supervision of Northern Funds'
Board of Trustees, will determine the credit quality of any unrated municipal
leases on an ongoing basis, including an assessment of the likelihood that the
leases will not be cancelled.

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There are, of course, variations in the quality of municipal
instruments, both within a particular category and between categories, and the
yields on municipal instruments depend upon a variety of factors, including
general market conditions, the financial condition of the issuer, general
conditions of the municipal bond market, the size of a particular offering, the
maturity of the obligation, and the rating of the issue. The ratings of an
NRSRO, such as Moody's, S&P and Fitch IBCA described in Appendix A hereto,
represent such NRSRO's opinion as to the quality of municipal instruments. It
should be emphasized that these ratings are general and are not absolute
standards of quality. Municipal instruments with the same maturity, interest
rate and rating may have different yields. Municipal instruments of the same
maturity and interest rate with different ratings may have the same yield.

An issuer's obligations under its municipal instruments are subject to
the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by federal or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
enforcement of such obligations or upon the ability of municipalities to levy
taxes. The power or ability of an issuer to meet its obligations for the payment
of interest on and principal of its municipal instruments may be materially
adversely affected by litigation or other conditions.

From time to time proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on municipal instruments. For example, under the Tax Reform Act of 1986
interest on certain private activity bonds must be included in an investor's
federal alternative minimum taxable income, and corporate investors must include
all tax-exempt interest in their federal alternative minimum taxable income.
Northern Funds cannot predict what legislation, if any, may be proposed in the
future in Congress as regards the federal income tax status of interest on
municipal instruments or which proposals, if any, might be enacted. Such
proposals, if enacted, might materially and adversely affect the availability of
municipal instruments for investment by the Municipal Money Market, California
Municipal Money Market, Intermediate Tax-Exempt, California Intermediate
Tax-Exempt, Florida Intermediate Tax-Exempt, Tax-Exempt, Arizona Tax-Exempt,
California Tax-Exempt and High Yield Municipal Funds and the Funds' liquidity
and value. In such an event the Board of Trustees would reevaluate the Funds'
investment objectives and policies and consider changes in their structure or
possible dissolution.

Certain of the municipal instruments held by a Fund may be insured as
to the timely payment of principal and interest. The insurance policies will
usually be obtained by the issuer of the Municipal Instrument at the time of its
original issuance. In the event that the issuer defaults on an interest or
principal payment, the insurer will be notified and will be required to make
payment to the bondholders. There is, however, no guarantee that the insurer
will meet its obligations. In addition, such insurance will not protect against
market fluctuations caused by changes in interest rates and other factors. A
Fund may invest more than 25% of its total assets in municipal instruments
covered by insurance policies.

In addition, municipal instruments may be backed by letters of credit
or guarantees issued by domestic or foreign banks or other financial
institutions which are not subject to federal deposit insurance. Adverse
developments affecting the banking industry generally or a particular bank or
financial institution that has provided its credit or guarantee with respect to
a municipal

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instrument held by a Fund, including a change in the credit quality of any such
bank or financial institution, could result in a loss to the Fund and adversely
affect the value of its shares. As described below under "Foreign Securities,"
letters of credit and guarantees issued by foreign banks and financial
institutions involve certain risks in addition to those of similar instruments
issued by domestic banks and financial institutions.

Interest earned by the Intermediate Tax-Exempt Fund, California
Intermediate Tax-Exempt Fund, Florida Intermediate Tax-Exempt Fund, Tax-Exempt
Fund, Arizona Tax-Exempt Fund or California Tax-Exempt Fund on private activity
bonds (if any) that is treated as a specific tax preference item under the
federal alternative minimum tax will not be deemed to have been derived from
municipal instruments for purposes of determining whether that Fund meets its
fundamental policy that at least 80% of its annual gross income be derived from
municipal instruments.

The Tax-Exempt Funds and the Municipal Money Market, California
Municipal Money Market and High Yield Municipal Funds may invest in municipal
leases, which may be considered liquid under guidelines established by Northern
Funds' Board of Trustees. The guidelines will provide for determination of the
liquidity of a municipal lease obligation based on factors including the
following: (1) the frequency of trades and quotes for the obligation; (2) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (3) the willingness of dealers to undertake to make a
market in the security; and (4) the nature of the marketplace trades, including
the time needed to dispose of the security, the method of soliciting offers and
the mechanics of transfer. Northern Trust, under the supervision of Northern
Funds' Board of Trustees, will also consider the continued marketability of a
municipal lease obligation based upon an analysis of the general credit quality
of the municipality issuing the obligation and the essentiality to the
municipality of the property covered by the lease.

Opinions relating to the validity of municipal instruments (including
California, Florida and Arizona municipal instruments) and to federal and state
tax issues relating to these securities are rendered by counsel to the
respective issuing authorities at the time of issuance. Such opinions may
contain various assumptions, qualifications or exceptions that are reasonably
acceptable to Northern Trust. Neither Northern Funds nor Northern Trust will
review the proceedings relating to the issuance of municipal instruments or the
bases for such opinions.

STANDBY COMMITMENTS. The Tax-Exempt Funds and Municipal Money Market,
California Municipal Money Market and High Yield Municipal Funds may enter into
standby commitments with respect to municipal instruments held by them. Under a
standby commitment, a dealer agrees to purchase at a Fund's option a specified
Municipal Instrument. Standby commitments may be exercisable by a Fund at any
time before the maturity of the underlying municipal instruments and may be
sold, transferred or assigned only with the instruments involved.

The Funds expect that standby commitments will generally be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, the Funds may pay for a standby commitment either
separately in cash or by paying a higher price for municipal instruments which
are acquired subject to the commitment (thus reducing the yield to maturity
otherwise available for the same securities). The total amount paid in either
manner for outstanding standby commitments

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held by a Fund will not exceed 1/2 of 1% of the value of the Fund's total assets
calculated immediately after each standby commitment is acquired.

The Funds intend to enter into standby commitments only with dealers,
banks and broker-dealers which, in Northern Trust's opinion, present minimal
credit risks. The Funds will acquire standby commitments solely to facilitate
portfolio liquidity and do not intend to exercise their rights thereunder for
trading purposes. The acquisition of a standby commitment will not affect the
valuation of the underlying Municipal Instrument. The actual standby commitment
will be valued at zero in determining net asset value. Accordingly, where a Fund
pays directly or indirectly for a standby commitment, its cost will be reflected
as an unrealized loss for the period during which the commitment is held by the
Fund and will be reflected in realized gain or loss when the commitment is
exercised or expires.

WARRANTS. The Income Equity, Growth Equity, Select Equity, Mid Cap
Growth, Small Cap, International Growth Equity, International Select Equity,
Technology and High Yield Fixed Income Funds may purchase warrants and similar
rights, which are privileges issued by corporations enabling the owners to
subscribe to and purchase a specified number of shares of the corporation at a
specified price during a specified period of time. The prices of warrants do not
necessarily correlate with the prices of the underlying shares. The purchase of
warrants involves the risk that a Fund could lose the purchase value of a
warrant if the right to subscribe to additional shares is not exercised prior to
the warrant's expiration. Also, the purchase of warrants involves the risk that
the effective price paid for the warrant added to the subscription price of the
related security may exceed the value of the subscribed security's market price
such as when there is no movement in the level of the underlying security.

FOREIGN SECURITIES. The International Funds intend to invest primarily
in the securities of foreign issuers. In addition, each Equity Fund, the Fixed
Income Fund and the High Yield Fixed Income Fund may invest a portion of their
assets in such securities, including (except with respect to the Fixed Income
Fund) eurodollar convertible securities, which are fixed income securities that
are issued in U.S. dollars outside the United States and are convertible into or
exchangeable for equity securities of the same or a different issuer. The Money
Market Fund may also invest in dollar-denominated obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, as well as other foreign issuers.
These obligations may be issued by supranational entities, including
international organizations (such as the European Coal and Steel Community)
designed or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and related
government agencies.

Investment in foreign securities involves special risks. These include
market risk, interest rate risk and the risks of investing in securities of
foreign issuers and of companies whose securities are principally traded outside
the United States and in investments denominated in foreign currencies. Market
risk involves the possibility that stock prices will decline over short or even
extended periods. The stock markets tend to be cyclical, with periods of
generally rising prices and periods of generally declining prices. These cycles
will affect the value of a Fund that invests in foreign stocks. The holdings of
a Fund that invests in fixed income securities will be sensitive to changes in
interest rates and the interest rate environment. Generally, the prices of bonds
and debt securities fluctuate inversely with interest rate changes. In addition,
the performance of investments in securities denominated in a

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foreign currency will depend on the strength of the foreign currency against the
U.S. dollar and the interest rate environment in the country issuing the
currency. Absent other events which could otherwise affect the value of a
foreign security (such as a change in the political climate or an issuer's
credit quality), appreciation in the value of the foreign currency generally can
be expected to increase the value of a foreign currency-denominated security in
terms of U.S. dollars. A rise in foreign interest rates or decline in the value
of the foreign currency relative to the U.S. dollar generally can be expected to
depress the value of a foreign currency-denominated security.

There are other risks and costs involved in investing in foreign
securities which are in addition to the usual risks inherent in domestic
investments. Investment in foreign securities involves higher costs than
investment in U.S. securities, including higher transaction and custody costs as
well as the imposition of additional taxes by foreign governments. Foreign
investments also involve risks associated with the level of currency exchange
rates, less complete financial information about the issuers, less market
liquidity, more market volatility and political instability. Future political
and economic developments, the possible imposition of withholding taxes on
dividend income, the possible seizure or nationalization of foreign holdings,
the possible establishment of exchange controls, or the adoption of other
governmental restrictions might adversely affect an investment in foreign
securities. Additionally, foreign banks and foreign branches of domestic banks
are subject to less stringent reserve requirements, and to different accounting,
auditing and recordkeeping requirements.

The Money Market Fund, the Fixed Income Fund, the High Yield Fixed
Income Fund, each Equity Fund and each International Fund may invest in foreign
debt, including the securities of foreign governments. Several risks exist
concerning such investments, including the risk that foreign governments may
default on their obligations, may not respect the integrity of such debt, may
attempt to renegotiate the debt at a lower rate, and may not honor investments
by United States entities or citizens.

To the extent consistent with their investment objectives, the Funds
may also invest in obligations of the International Bank for Reconstruction and
Development (also known as the World Bank) which are supported by subscribed,
but unpaid, commitments of its member countries. There is no assurance that
these commitments will be undertaken or complied with in the future.

The end of the Cold War, the reunification of Germany, the accession of
new Western European members to the European Economic and Monetary Union and the
aspirations of Eastern European states to join and other political and social
events in Europe have caused considerable economic, social and political
dislocation. In addition, events in the Japanese economy, as well as social and
political developments there have affected Japanese securities and currency
markets, and have disrupted the relationship of the Japanese yen with other
currencies and with the U.S. dollar. Future political, economic and social
developments in Europe and Japan can be expected to produce continuing effects
on securities and currency markets.

In addition, the International Funds and High Yield Fixed Income Fund
may invest their assets in countries with emerging economies or securities
markets. These countries are located in the Asia-Pacific region, Eastern Europe,
Latin and South America and Africa. Political and economic structures in many of
these countries may be undergoing significant evolution and rapid development,
and these countries may lack the social, political and economic stability
characteristics of more developed

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countries. Some of these countries may have in the past failed to recognize
private property rights and may have at times nationalized or expropriated the
assets of private companies. In general, the securities markets of these
countries are less liquid, subject to greater price volatility, have smaller
market capitalizations and have problems with securities registration and
custody. As a result, the risks presented by investments in these countries are
heightened. Additionally, settlement procedures in emerging countries are
frequently less developed and reliable than those in the United States and may
involve a Fund's delivery of securities before receipt of payment for their
sale. Settlement or registration problems may make it more difficult for a Fund
to value its portfolio securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets uninvested or to incur
losses due to the failure of a counterparty to pay for securities the Fund has
delivered or the Fund's inability to complete its contractual obligations.

Although a Fund (other than the Money Market Fund) may invest in
securities denominated in foreign currencies, its portfolio securities and other
assets are valued in U.S. dollars. Currency exchange rates may fluctuate
significantly over short periods of time causing, together with other factors, a
Fund's net asset value to fluctuate as well. Currency exchange rates can be
affected unpredictably by the intervention or the failure to intervene by U.S.
or foreign governments or central banks, or by currency controls or political
developments in the U.S. or abroad. To the extent that a Fund's total assets,
adjusted to reflect the Fund's net position after giving effect to currency
transactions, are denominated in the currencies of foreign countries, the Fund
will be more susceptible to the risk of adverse economic and political
developments within those countries. In addition, through the use of forward
currency exchange contracts and with other instruments, the respective net
currency positions of the International Funds may expose them to risks
independent of their securities positions. Although the net long and short
foreign currency exposure of the International Funds will not exceed their
respective total asset values, to the extent that a Fund is fully invested in
foreign securities while also maintaining currency positions, it may be exposed
to greater risk than it would have if it did not maintain the currency
positions. The Funds are also subject to the possible imposition of exchange
control regulations or freezes on the convertibility of currency.

Investors should understand that the expense ratios of the
International Funds can be expected to be higher than those of Funds investing
primarily in domestic securities. The costs attributable to investing abroad are
usually higher for several reasons, such as the higher cost of investment
research, higher costs of custody of foreign securities, higher commissions paid
on comparable transactions on foreign markets and additional costs arising from
delays in settlements of transactions involving foreign securities.

Dividends and interest payable on a Fund's foreign portfolio securities
may be subject to foreign withholding taxes. To the extent such taxes are not
offset by credits or deductions allowed to investors under U.S. federal income
tax law, they may reduce the net return to the shareholders. See "Taxes."

AMERICAN DEPOSITORY RECEIPTS. Each Equity Fund and each International
Fund can invest in ADRs. ADRs are receipts typically issued by a United States
bank or trust company evidencing ownership of the underlying foreign securities
and are denominated in U.S. dollars. Some institutions issuing ADRs may not be
sponsored by the issuer.

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A non-sponsored depository may not provide the same shareholder
information that a sponsored depository is required to provide under its
contractual arrangement with the issuer.

EUROPEAN DEPOSITORY RECEIPTS. Each Equity Fund and each International
Fund can also invest in EDRs and GDRs. EDRs and GDRs are receipts issued by a
non-U.S. financial institution evidencing ownership of underlying foreign or
U.S. securities and are usually denominated in foreign currencies. EDRs and GDRs
may not be denominated in the same currency as the securities they represent.
Generally, EDRs and GDRs are designed for use in the foreign securities markets.

FOREIGN CURRENCY TRANSACTIONS. In order to protect against a possible
loss on investments resulting from a decline or appreciation in the value of a
particular foreign currency against the U.S. dollar or another foreign currency
or for other reasons, the Fixed Income, International Fixed Income, High Yield
Fixed Income, Income Equity, Growth Equity, Select Equity, Mid Cap Growth, Small
Cap, International Growth Equity, International Select Equity and Technology
Funds are authorized to enter into forward currency exchange contracts. These
contracts involve an obligation to purchase or sell a specified currency at a
future date at a price set at the time of the contract. Forward currency
contracts do not eliminate fluctuations in the values of portfolio securities
but rather may allow a Fund to establish a rate of exchange for a future point
in time.

When entering into a contract for the purchase or sale of a security, a
Fund may enter into a forward foreign currency exchange contract for the amount
of the purchase or sale price to protect against variations, between the date
the security is purchased or sold and the date on which payment is made or
received, in the value of the foreign currency relative to the U.S. dollar or
other foreign currency.

In addition, when an Investment Adviser anticipates that a particular
foreign currency may decline substantially relative to the U.S. dollar or other
leading currencies, in order to reduce risk, a Fund may enter into a forward
contract to sell, for a fixed amount, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated in
such foreign currency. Similarly, when the securities held by a Fund create a
short position in a foreign currency, a Fund may enter into a forward contract
to buy, for a fixed amount, an amount of foreign currency approximating the
short position. A Fund's net long and short foreign currency exposure will not
exceed its total asset value. With respect to any forward foreign currency
contract, it will not generally be possible to match precisely the amount
covered by that contract and the value of the securities involved due to the
changes in the values of such securities resulting from market movements between
the date the forward contract is entered into and the date it matures. While
forward contracts may offer protection from losses resulting from declines or
appreciation in the value of a particular foreign currency, they also limit
potential gains which might result from changes in the value of such currency. A
Fund will also incur costs in connection with forward foreign currency exchange
contracts and conversions of foreign currencies and U.S. dollars.

In addition, Northern Trust may purchase or sell forward currency
exchange contracts for the International Fixed Income Fund, International Growth
Equity Fund and International Select Equity Fund (collectively, the
"International Funds") and the High Yield Fixed Income Fund to seek to increase
total return when Northern Trust anticipates that the foreign currency will
appreciate or depreciate in value. The International Funds and the High Yield
Fixed Income Fund may engage in

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cross-hedging by using forward contracts in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
Northern Trust believes that there is a pattern of correlation between the two
currencies.

Liquid assets equal to the amount of a Fund's assets that could be
required to consummate forward contracts will be segregated except to the extent
the contracts are otherwise "covered." The segregated assets will be valued at
market or fair value. If the market or fair value of such assets declines,
additional liquid assets will be segregated daily so that the value of the
segregated assets will equal the amount of such commitments by the Fund. A
forward contract to sell a foreign currency is "covered" if a Fund owns the
currency (or securities denominated in the currency) underlying the contract, or
holds a forward contract (or call option) permitting the Fund to buy the same
currency at a price that is (i) no higher than the Fund's price to sell the
currency or (ii) greater than the Fund's price to sell the currency provided the
Fund segregates liquid assets in the amount of the difference. A forward
contract to buy a foreign currency is "covered" if a Fund holds a forward
contract (or put option) permitting the Fund to sell the same currency at a
price that is (i) as high as or higher than the Fund's price to buy the currency
or (ii) lower than the Fund's price to buy the currency provided the Fund
segregates liquid assets in the amount of the difference.

OPTIONS. Each Non-Money Market Fund may buy put options and buy call
options and write covered call and secured put options. Such options may relate
to particular securities, foreign and domestic securities indices, financial
instruments, foreign currencies or (in the case of the International Fixed
Income Fund and the High Yield Fixed Income Fund) the yield differential between
two securities ("yield curve options"), and may or may not be listed on a
domestic or foreign securities exchange and may or may not be issued by the
Options Clearing Corporation. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price prior to the expiration of
the option, regardless of the market price of the security. The premium paid to
the writer is in consideration for undertaking the obligation under the option
contract. A put option for a particular security gives the purchaser the right
to sell the security at the stated exercise price prior to the expiration date
of the option, regardless of the market price of the security. Options on
indices and yield curve options provide the holder with the right to make or
receive a cash settlement upon exercise of the option. With respect to options
on indices, the amount of the settlement will equal the difference between the
closing price of the index at the time of exercise and the exercise price of the
option expressed in dollars, times a specified multiple. With respect to yield
curve options, the amount of the settlement will equal the difference between
the yields of designated securities.

Options trading is a highly specialized activity which entails greater
than ordinary investment risk. Options may be more volatile than the underlying
instruments and, therefore, on a percentage basis, an investment in options may
be subject to greater fluctuation than an investment in the underlying
instruments themselves.

The Funds will write call options only if they are "covered." In the
case of a call option on a security or currency, the option is "covered" if a
Fund owns the instrument underlying the call or has an absolute and immediate
right to acquire that instrument without additional cash consideration (or, if
additional cash consideration is required, liquid assets in such amount are
segregated) upon conversion or exchange of other securities held by it. For a
call option on an index, the option is covered if a Fund

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maintains with its custodian securities comprising the index or liquid assets
equal to the contract value. A call option is also covered if a Fund holds a
call on the same instrument or index as the call written where the exercise
price of the call held is (i) equal to or less than the exercise price of the
call written, or (ii) greater than the exercise price of the call written
provided the Fund segregates liquid assets in the amount of the difference. The
Funds will write put options only if they are "secured" by segregated liquid
assets in an amount not less than the exercise price of the option at all times
during the option period.

With respect to yield curve options, a call (or put) option is covered
if the International Fixed Income Fund or High Yield Fixed Income Fund holds
another call (or put) option on the spread between the same two securities and
maintains in a segregated account liquid assets sufficient to cover the Fund's
net liability under the two options. Therefore, the Fund's liability for such a
covered option is generally limited to the difference between the amount of the
Fund's liability under the option written by the Fund less the value of the
option held by the Fund. Yield curve options may also be covered in such other
manner as may be in accordance with the requirements of the counterparty with
which the option is traded and applicable laws and regulations. Yield curve
options are traded over-the-counter, and because they have been only recently
introduced, established trading markets for these securities have not yet
developed.

A Fund's obligation to sell an instrument subject to a covered call
option written by it, or to purchase an instrument subject to a secured put
option written by it, may be terminated prior to the expiration date of the
option by the Fund's execution of a closing purchase transaction, which is
effected by purchasing on an exchange an option of the same series (i.e., same
underlying instrument, exercise price and expiration date) as the option
previously written. Such a purchase does not result in the ownership of an
option. A closing purchase transaction will ordinarily be effected to realize a
profit on an outstanding option, to prevent an underlying instrument from being
called, to permit the sale of the underlying instrument or to permit the writing
of a new option containing different terms on such underlying instrument. The
cost of such a liquidation purchase plus transaction costs may be greater than
the premium received upon the original option, in which event the Fund will have
incurred a loss in the transaction. There is no assurance that a liquid
secondary market will exist for any particular option. An option writer, unable
to effect a closing purchase transaction, will not be able to sell the
underlying instrument (in the case of a covered call option) or liquidate the
segregated assets (in the case of a secured put option) until the option expires
or the optioned instrument or currency is delivered upon exercise with the
result that the writer in such circumstances will be subject to the risk of
market decline or appreciation in the instrument during such period.

When a Fund purchases an option, the premium paid by it is recorded as
an asset of the Fund. When a Fund writes an option, an amount equal to the net
premium (the premium less the commission) received by a Fund is included in the
liability section of the Fund's statement of assets and liabilities as a
deferred credit. The amount of this asset or deferred credit will be
subsequently marked-to-market to reflect the current value of the option
purchased or written. The current value of the traded option is the last sale
price or, in the absence of a sale, the current bid price. If an option
purchased by a Fund expires unexercised, the Fund realizes a loss equal to the
premium paid. If a Fund enters into a closing sale transaction on an option
purchased by it, the Fund will realize a gain if the premium received by the
Fund on the closing transaction is more than the premium paid to purchase the
option, or a loss if it is less. If an option written by a Fund expires on the
stipulated expiration date or if a Fund enters into a

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closing purchase transaction, it will realize a gain (or loss if the cost of a
closing purchase transaction exceeds the net premium received when the option is
sold) and the deferred credit related to such option will be eliminated. If an
option written by a Fund is exercised, the proceeds of the sale will be
increased by the net premium originally received and the Fund will realize a
gain or loss.

There are several risks associated with transactions in options. For
example, there are significant differences between the securities, currency and
options markets that could result in an imperfect correlation between these
markets, causing a given transaction not to achieve its objectives. In addition,
a liquid secondary market for particular options, whether traded
over-the-counter or on an exchange may be absent for reasons which include the
following: there may be insufficient trading interest in certain options;
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or underlying
securities or currencies; unusual or unforeseen circumstances may interrupt
normal operations on an exchange; the facilities of an exchange or the Options
Clearing Corporation may not at all times be adequate to handle current trading
value; or one or more exchanges could, for economic or other reasons, decide or
be compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in that class or series of options) would cease to exist,
although outstanding options that had been issued by the Options Clearing
Corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.

FUTURES CONTRACTS AND RELATED OPTIONS. The Funds (other than the Money
Market Funds) may purchase and sell futures contracts and may purchase and sell
call and put options on futures contracts for hedging purposes, for speculative
purposes (to seek to increase total return), or for liquidity management
purposes. When used as a hedge, a Fund may sell a futures contract in order to
offset a decrease in the market value of its portfolio securities that might
otherwise result from a market decline or currency exchange fluctuations. A Fund
may do so either to hedge the value of its portfolio of securities as whole, or
to protect against declines, occurring prior to sales of securities, in the
value of the securities to be sold. Conversely, a Fund may purchase a futures
contract as a hedge in anticipation of purchases of securities. In addition, a
Fund may utilize futures contracts in anticipation of changes in the composition
of its portfolio holdings. For a detailed description of futures contracts and
related options, see Appendix B to this Additional Statement.

Participation in foreign futures and foreign options transactions
involves the execution and clearing of trades on or subject to the rules of a
foreign board of trade. Neither the National Futures Association nor any
domestic exchange regulates activities of any foreign boards of trade, including
the execution, delivery and clearing of transactions, or has the power to compel
enforcement of the rules of a foreign board of trade or any applicable foreign
law. This is true even if the exchange is formally linked to a domestic market
so that a position taken on the market may be liquidated by a transaction on
another market. Moreover, such laws or regulations will vary depending on the
foreign country in which the foreign futures or foreign options transaction
occurs. For these reasons, persons who trade foreign futures or foreign options
contracts may not be afforded certain of the protective measures provided by the
Commodity Exchange Act, the Commodity Futures Trading Commission's ("CFTC")
regulations and the rules of the National Futures Association and any domestic
exchange, including the right to use reparations proceedings before the CFTC and
arbitration proceedings provided them by the National Futures Association or any
domestic futures exchange. In particular, a Fund's investments in

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foreign futures or foreign options transactions may not be provided the same
protections in respect of transactions on United States futures exchanges. In
addition, the price of any foreign futures or foreign options contract and,
therefore, the potential profit and loss thereon may be affected by any variance
in the foreign exchange rate between the time an order is placed and the time it
is liquidated, offset or exercised. For a detailed description of futures
contracts and related options, see Appendix B to this Additional Statement.

In connection with a Fund's position in a futures contract or related
option, the Fund will segregate liquid assets or will otherwise cover its
position in accordance with applicable SEC requirements.

Northern Funds intends to comply with the regulations of the Commodity
Futures Trading Commission exempting the Funds from registration as a "commodity
pool operator."

REAL ESTATE INVESTMENT TRUSTS. The High Yield Fixed Income Fund, Income
Equity Fund, Small Cap Index Fund and Small Cap Fund may invest in equity real
estate investment trusts ("REITs"). REITs pool investors' funds for investment
primarily in commercial real estate properties. Investments in REITs may subject
the Fund to certain risks. REITs may be affected by changes in the value of the
underlying property owned by the trusts. REITs are dependent upon specialized
management skill, may not be diversified and are subject to the risks of
financing projects. REITs are also subject to heavy cash flow dependency,
defaults by borrowers, self liquidation and the possibility of failing to
qualify for the beneficial tax treatment available to REITs under the Internal
Revenue Code of 1986, as amended, and to maintain exemption from the 1940 Act.
As a shareholder in a REIT, the Fund would bear, along with other shareholders,
its pro rata portion of the REIT's operating expenses. These expenses would be
in addition to the advisory and other expenses the Fund bears directly in
connection with its own operations.

SECURITIES LENDING. Collateral for loans of portfolio securities made
by a Fund may consist of cash, cash equivalents, securities issued or guaranteed
by the U.S. Government or its agencies or (except for the U.S. Government Money
Market Fund, U.S. Government Select Money Market Fund, U.S. Government Fund and
Short-Intermediate U.S. Government Fund) irrevocable bank letters of credit (or
any combination thereof). The borrower of securities will be required to
maintain the market value of the collateral at not less than the market value of
the loaned securities, and such value will be monitored on a daily basis. When a
Fund lends its securities, it continues to receive dividends and interest on the
securities loaned and may simultaneously earn interest on the investment of the
cash collateral. Although voting rights, or rights to consent, attendant to
securities on loan pass to the borrower, such loans will be called so that the
securities may be voted by a Fund if a material event affecting the investment
is to occur.

INTEREST RATE SWAPS, FLOORS AND CAPS AND CURRENCY SWAPS. The U.S.
Government, Short-Intermediate U.S. Government, Intermediate Tax-Exempt,
California Intermediate Tax-Exempt, Florida Intermediate Tax-Exempt, Fixed
Income, Tax-Exempt, Arizona Tax-Exempt, California Tax-Exempt, International
Fixed Income, High Yield Municipal, High Yield Fixed Income and Income Equity
Funds may enter into interest rate swaps for hedging purposes and not for
speculation. The U.S. Government, Short-Intermediate U.S. Government, Fixed
Income, International Fixed Income, High Yield Municipal and High Yield Fixed
Income Funds may also purchase interest rate floors or

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caps for hedging purposes and not for speculation. A Fund will typically use
interest rate swaps to preserve a return on a particular investment or portion
of its portfolio or to shorten the effective duration of its portfolio
investments. Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest, such as an
exchange of fixed rate payments for floating rate payments. The purchase of an
interest rate floor or cap entitles the purchaser to receive payments of
interest on a notional principal amount from the seller, to the extent the
specified index falls below (floor) or exceeds (cap) a predetermined interest
rate. The International Funds and the High Yield Fixed Income Fund may also
enter into currency swaps, which involve the exchange of the rights of a Fund
and another party to make or receive payments in specific currencies.

A Fund will only enter into interest rate swaps or interest rate floor
or cap transactions on a net basis, i.e. the two payment streams are netted out,
with a Fund receiving or paying, as the case may be, only the net amount of the
two payments. In contrast, currency swaps usually involve the delivery of the
entire principal value of one designated currency in exchange for the other
designated currency. Inasmuch as these transactions are entered into for good
faith hedging purposes, the Funds and the Investment Advisers believe that such
obligations do not constitute senior securities as defined in the 1940 Act and,
accordingly, will not treat them as being subject to the Funds' borrowing
restrictions.

The net amount of the excess, if any, of the Funds' obligations over
their entitlements with respect to each interest rate or currency swap will be
accrued on a daily basis, and an amount of liquid assets having an aggregate net
asset value at least equal to such accrued excess, will be segregated by the
Funds.

Except for the High Yield Fixed Income Fund (which is not subject to
any minimum rating criteria), a Fund will not enter into a currency or interest
rate swap or interest rate floor or cap transaction unless the unsecured
commercial paper, senior debt or the claims-paying ability of the other party
thereto is rated either A or A-1 or better by S&P, Duff or Fitch IBCA, or A or
P-1 or better by Moody's. If there is a default by the other party to such
transaction, a Fund will have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the swap market has become relatively liquid in comparison with markets for
other similar instruments which are traded in the Interbank market.

EQUITY SWAPS. Each Equity Fund may enter into equity swap contracts to
invest in a market without owning or taking physical custody of securities in
circumstances in which direct investment is restricted for legal reasons or is
otherwise impracticable. Equity swaps may also be used for hedging purposes or
to seek to increase total return. The counterparty to an equity swap contract
will typically be a bank, investment banking firm or broker/dealer. Equity swap
contracts may be structured in different ways. For example, a counterparty may
agree to pay the Fund the amount, if any, by which the notional amount of the
equity swap contract would have increased in value had it been invested in
particular stocks (or an index of stocks), plus the dividends that would have
been received on those stocks. In these cases, the Fund may agree to pay to the
counterparty the amount, if any, by which that notional amount would have
decreased in value had it been invested in the stocks. Therefore, the return to
the Fund on any equity swap contract should be the gain or loss on the notional
amount plus dividends on the stocks less the interest paid by the Fund on the
notional amount. In other cases, the

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counterparty and the Fund may each agree to pay the other the difference between
the relative investment performances that would have been achieved if the
notional amount of the equity swap contract had been invested in different
stocks (or indices of stocks).

A Fund will enter into equity swaps only on a net basis, which means
that the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments. Payments may be
made at the conclusion of an equity swap contract or periodically during its
term. Equity swaps do not involve the delivery of securities or other underlying
assets. Accordingly, the risk of loss with respect to equity swaps is limited to
the net amount of payments that a Fund is contractually obligated to make. If
the other party to an equity swap defaults, a Fund's risk of loss consists of
the net amount of payments that such Fund is contractually entitled to receive,
if any. Inasmuch as these transactions are entered into for hedging purposes or
are offset by segregated cash or liquid assets to cover the Funds' potential
exposure, the Funds and their Investment Advisers believe that transactions do
not constitute senior securities under the 1940 Act and, accordingly, will not
treat them as being subject to a Fund's borrowing restrictions.

The Funds will not enter into any equity swap transactions unless the
unsecured commercial paper, senior debt or claims-paying ability of the other
party is rated either A, or A-1 or better by Standard & Poor's, Duff & Phelps or
Fitch IBCA, or A or P-1 or better by Moody's Investors Service. If there is a
default by the other party to such a transaction, a Fund will have contractual
remedies pursuant to the agreements related to the transaction.

The use of equity swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions. If the Investment Advisers are incorrect in
their forecasts of market values, the investment performance of a Fund would be
less favorable than it would have been if this investment technique were not
used.

CONVERTIBLE SECURITIES. Convertible securities entitle the holder to
receive interest paid or accrued on debt or the dividend paid on preferred stock
until the convertible securities mature or are redeemed, converted or exchanged.
Prior to conversion, convertible securities have characteristics similar to
ordinary debt securities in that they normally provide a stable stream of income
with generally higher yields than those of common stock of the same or similar
issuers. Convertible securities rank senior to common stock in a corporation's
capital structure and therefore generally entail less risk than the
corporation's common stock, although the extent to which such risk is reduced
depends in large measure upon the degree to which the convertible security sells
above its value as a fixed income security.

In selecting convertible securities, the Investment Advisers will
consider, among other factors: an evaluation of the creditworthiness of the
issuers of the securities; the interest or dividend income generated by the
securities; the potential for capital appreciation of the securities and the
underlying common stocks; the prices of the securities relative to other
comparable securities and to the underlying common stocks; whether the
securities are entitled to the benefits of sinking funds or other protective
conditions; diversification of the Fund's portfolio as to issuers; and whether
the securities are rated by a rating agency and, if so, the ratings assigned.

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The value of convertible securities is a function of their investment
value (determined by yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
their conversion value (their worth, at market value, if converted into the
underlying common stock). The investment value of convertible securities is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline, and by the
credit standing of the issuer and other factors. The conversion value of
convertible securities is determined by the market price of the underlying
common stock. If the conversion value is low relative to the investment value,
the price of the convertible securities is governed principally by their
investment value. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
securities will be increasingly influenced by their conversion value. In
addition, convertible securities generally sell at a premium over their
conversion value determined by the extent to which investors place value on the
right to acquire the underlying common stock while holding fixed income
securities.

Capital appreciation for a Fund may result from an improvement in the
credit standing of an issuer whose securities are held in the Fund or from a
general lowering of interest rates, or a combination of both. Conversely, a
reduction in the credit standing of an issuer whose securities are held by a
Fund or a general increase in interest rates may be expected to result in
capital depreciation to the Fund.

In general, investments in lower quality convertible securities are
subject to a significant risk of a change in the credit rating or financial
condition of the issuing entity. Investments in convertible securities of medium
or lower quality are also likely to be subject to greater market fluctuation and
to greater risk of loss of income and principal due to default than investments
of higher quality fixed-income securities. Such lower quality securities
generally tend to reflect short-term corporate and market developments to a
greater extent than higher quality securities, which react more to fluctuations
in the general level of interest rates. A Fund will generally reduce risk to the
investor by diversification, credit analysis and attention to current
developments in trends of both the economy and financial markets. However, while
diversification reduces the effect on a Fund of any single investment, it does
not reduce the overall risk of investing in lower quality securities.

RISKS RELATED TO SMALL COMPANY SECURITIES. While NTQA believes that
smaller companies can provide greater growth potential than larger, more mature
firms, investing in the securities of such companies also involves greater risk,
portfolio price volatility and cost. Historically, small capitalization stocks,
which will be the Small Cap Index and Small Cap Funds' primary investments, and
stocks of recently organized companies, in which the Small Cap Index and Small
Cap Fund may also invest, have been more volatile in price than the larger
capitalization stocks included in the S&P 500 Index. Among the reasons for this
greater price volatility are the lower degree of market liquidity (the
securities of companies with small stock market capitalizations may trade less
frequently and in limited volume) and the greater sensitivity of small companies
to changing economic conditions. For example, these companies are associated
with higher investment risk due to the greater business risks of small size and
limited product lines, markets, distribution channels and financial and
managerial resources.

The values of small company stocks will frequently fluctuate
independently of the values of larger company stocks. Small company stocks may
decline in price as large company stock prices rise,

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or rise in price as large company stock prices decline. You should, therefore,
expect that the net asset value of the Fund's shares will be more volatile than,
and may fluctuate independently of, broad stock market indices such as the S&P
500 Index.

The additional costs associated with the acquisition of small company
stocks include brokerage costs, market impact costs (that is, the increase in
market prices which may result when a Fund purchases thinly traded stock) and
the effect of the "bid-ask" spread in small company stocks. These costs will be
borne by all shareholders and may negatively impact investment performance.

RISKS RELATED TO MEDIUM AND LOWER QUALITY SECURITIES. Investments in
medium and lower quality securities present special risk considerations. Medium
quality securities, although considered investment grade, are also considered to
have speculative characteristics. Lower quality securities are considered
predominately speculative by traditional investment standards. In some cases,
these obligations may be highly speculative and have poor prospects for reaching
investment grade standard. While any investment carries some risk, certain risks
associated with lower quality securities are different from those for
investment-grade securities. The risk of loss through default is greater because
lower quality securities are usually unsecured and are often subordinate to an
issuer's other obligations. Additionally, the issuers of these securities
frequently have high debt levels and are thus more sensitive to difficult
economic conditions, individual corporate developments and rising interest
rates. Consequently, the market price of these securities may be quite volatile
and may result in wider fluctuations of a Fund's net asset value per share.

There remains some uncertainty about the performance level of the
market for lower quality securities under adverse market and economic
environments. An economic downturn or increase in interest rates could have a
negative impact on both the markets for lower quality securities (resulting in a
greater number of bond defaults) and the value of lower quality securities held
in the portfolio of investments.

The economy and interest rates can affect lower quality securities
differently than other securities. For example, the prices of lower quality
securities are more sensitive to adverse economic changes or individual
corporate developments than are the prices of higher quality investments. In
addition, during an economic downturn or period in which interest rates are
rising significantly, highly leveraged issuers may experience financial
difficulties, which, in turn, would adversely affect their ability to service
their principal and interest payment obligations, meet projected business goals
and obtain additional financing.

The market value of lower quality securities tends to reflect
individual corporate developments to a greater extent than that of higher
quality securities which react primarily to fluctuations in the general level of
interest rates. Lower quality securities are often issued in connection with a
corporate reorganization or restructuring or as a part of a merger, acquisition,
takeover or similar event. They are also issued by less established companies
seeking to expand. Such issuers are often highly leveraged, may not have
available to them more traditional methods of financing and are generally less
able than more established or less leveraged entities to make scheduled payments
of principal and interest in the event of adverse economic developments or
business conditions.

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<PAGE> 185
A holder's risk of loss from default is significantly greater for lower
quality securities than is the case for holders of other debt securities because
such securities are generally unsecured and are often subordinated to the rights
of other creditors of the issuers of such securities. Investment by a Fund in
defaulted securities poses additional risk of loss should nonpayment of
principal and interest continue in respect of such securities. Even if such
securities are held to maturity, recovery by a Fund of its initial investment
and any anticipated income or appreciation will be uncertain. A Fund may also
incur additional expenses in seeking recovering on defaulted securities. If an
issuer of a security defaults, a Fund may incur additional expenses to seek
recovery. In addition, periods of economic uncertainty would likely result in
increased volatility for the market prices of lower quality securities as well
as a Fund's net asset value. In general, both the prices and yields of lower
quality securities will fluctuate.

The secondary market for lower quality securities is concentrated in
relatively few market makers and is dominated by institutional investors,
including mutual funds, insurance companies and other financial institutions.
Accordingly, the secondary market for such securities is not as liquid as, and
is more volatile than, the secondary market for higher quality securities. In
addition, market trading volume for high yield fixed income securities is
generally lower and the secondary market for such securities could contract
under adverse market or economic conditions, independent of any specific adverse
changes in the condition of a particular issuer. These factors may have an
adverse effect on the market price and a Fund's ability to dispose of particular
portfolio investments. A less developed secondary market may also make it more
difficult for a Fund to obtain precise valuations of the high yield securities
in its portfolio.

Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the value and liquidity of lower quality
convertible securities held by a Fund, especially in a thinly traded market.
Illiquid or restricted securities held by a Fund may involve special
registration responsibilities, liabilities and costs, and could involve other
liquidity and valuation difficulties.

The credit ratings assigned by a rating agency evaluate the safety of a
rated security's principal and interest payments, but do not address market
value risk and, therefore, may not fully reflect the true risks of an
investment. Because the ratings of the rating agencies may not always reflect
current conditions and events, in addition to using recognized rating agencies
and other sources, the Investment Adviser performs its own analysis of the
issuers whose lower quality securities a Fund holds. Because of this, a Fund's
performance may depend more on its Investment Adviser's credit analysis than is
the case of mutual funds investing in higher quality securities.

INVESTMENT COMPANIES. With respect to the investments of the Funds in
the securities of other investment companies, such investments will be limited
so that, as determined after a purchase is made, either (a) not more than 3% of
the total outstanding stock of such investment company will be owned by a Fund,
Northern Funds as a whole and their affiliated persons (as defined in the 1940
Act) or (b) (i) not more than 5% of the value of the total assets of a Fund will
be invested in the securities of any one investment company; (ii) not more than
10% of the value of its total assets will be invested in the aggregate in
securities of investment companies as a group; and (iii) not more than 3% of the
outstanding voting stock of any one investment company will be owned by the
Fund.

Certain investment companies whose securities are purchased by the
Funds may not be obligated to redeem such securities in an amount exceeding 1%
of the investment company's total

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<PAGE> 186
outstanding securities during any period of less than 30 days. Therefore, such
securities that exceed this amount may be illiquid. Notwithstanding the
foregoing, a Fund may adhere to more restrictive limitations with respect to its
investments in securities issued by other investment companies if required by
the SEC or deemed to be in the best interests of Northern Funds. If required by
the 1940 Act, each Fund expects to vote the shares of other investment companies
that are held by it in the same proportion as the vote of all other holders of
such securities.

YIELDS AND RATINGS. The yields on certain obligations, including the
money market instruments in which the Funds invest, are dependent on a variety
of factors, including general economic conditions, conditions in the particular
market for the obligation, financial condition of the issuer, size of the
offering, maturity of the obligation and ratings of the issue. The ratings of
Standard & Poor's, Moody's, Duff, Fitch IBCA and Thomson BankWatch, Inc.
represent their respective opinions as to the quality of the obligations they
undertake to rate. Ratings, however, are general and are not absolute standards
of quality. Consequently, obligations with the same rating, maturity and
interest rate may have different market prices. For a more complete discussion
of ratings, see Appendix A to this Additional Statement.

Subject to the limitations stated in the Prospectus, if a security held
by a Fund undergoes a rating revision, the Fund may continue to hold the
security if the Investment Advisers determine such retention is warranted.

STOCK INDICES. The Standard & Poor's 500(R) Composite Stock Price Index
(the "S&P 500 Index") is a market value-weighted index consisting of 500 common
stocks which are traded on the New York Stock Exchange, American Stock Exchange
and the Nasdaq National Market System and selected by Standard & Poor's
Corporation ("Standard & Poor's") through a detailed screening process starting
on a macro-economic level and working toward a micro-economic level dealing with
company-specific information such as market value, industry group
classification, capitalization and trading activity. Standard & Poor's primary
objective for the S&P 500 Index is to be the performance benchmark for the U.S.
equity markets. The companies chosen for inclusion in the S&P 500 Index tend to
be leaders in important industries within the U.S. economy. However, companies
are not selected by Standard & Poor's for inclusion because they are expected to
have superior stock price performance relative to the market in general or other
stocks in particular. Standard & Poor's makes no representation or warranty,
implied or express, to purchasers of Stock Index Fund shares or any member of
the public regarding the advisability of investing in the Fund or the ability of
the S&P 500 Index to track general stock market performance.

The Standard & Poor's Midcap 400 Stock Index ("S&P MidCap 400 Index")
is a market-weighted index composed of 400 common stocks chosen by Standard &
Poor's for market size, liquidity and industry group representation. The purpose
of the S&P MidCap 400 Index is to represent the performance of the
medium-capitalization sector of the U.S. securities market. Medium capitalized
stocks which are included in the S&P 500 Index are excluded from the S&P MidCap
400 Index. Except for a limited number of Canadian securities, the S&P MidCap
400 does not include foreign securities. As of June 1, 1999, the approximate
market capitalization range of the companies included in the S&P MidCap 400
Index was between $200 million and $13.4 billion.

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<PAGE> 187
The Russell 2000 Index is a market value-weighted index composed of the
stocks of the smallest 2000 companies in the Russell 3000 Index, which is
composed of the stocks of 3000 large U.S. domiciled companies (based on market
capitalization) that represent approximately 98% of the investable U.S. equity
markets. Because of its emphasis on the smallest 2000 companies, the Russell
2000 Index represents approximately 8% of the total market capitalization of the
Russell 3000 Index. As of June 30, 1999, the average market capitalization of
the companies included in the Russell 2000 Index was approximately $526.4
million. The Russell 2000 Index is reconstituted annually to reflect changes in
market capitalization. The primary criteria used by Frank Russell & Company
("Russell") to determine the initial list of securities eligible for inclusion
in the Russell 3000 Index (and accordingly, the Russell 2000 Index) is total
market capitalization adjusted for large private holdings and cross-ownership.
However, companies are not selected by Russell for inclusion in the Russell 2000
Index because they are expected to have superior stock price performance
relative to the market in general or other stocks in particular. Russell makes
no representation or warranty, implied or express, to purchasers of Small Cap
Index Fund shares or any member of the public regarding the advisability of
investing in the Fund or the ability of the Russell 2000 Index to track general
market performance of small capitalization stocks.

TRACKING VARIANCE. As discussed in the Prospectus, the Stock Index and
Small Cap Index Funds are subject to the risk of tracking variance. Tracking
variance may result from share purchases and redemptions, transaction costs,
expenses and other factors. Share purchases and redemptions may necessitate the
purchase and sale of securities by a Fund and the resulting transaction costs
which may be substantial because of the number and the characteristics of the
securities held. In addition, transaction costs are incurred because sales of
securities received in connection with spin-offs and other corporate
organizations are made to conform a Fund's holdings with its investment
objective. Tracking variance may also occur due to factors such as the size of a
Fund, the maintenance of a cash reserve pending investment or to meet expected
redemptions, changes made in the Fund's designated Index or the manner in which
the Index is calculated or because the indexing and investment approach of the
Investment Adviser does not produce the intended goal of the Fund. In the event
the performance of a Fund is not comparable to the performance of its designated
Index, the Board of Trustees will evaluate the reasons for the deviation and the
availability of corrective measures. If substantial deviation in a Fund's
performance were to continue for extended periods, it is expected that the Board
of Trustees would consider recommending to shareholders possible changes to the
Fund's investment objective.

CALCULATION OF PORTFOLIO TURNOVER RATE. The portfolio turnover rate for
the Funds is calculated by dividing the lesser of purchases or sales of
portfolio investments for the reporting period by the monthly average value of
the portfolio investments owned during the reporting period. The calculation
excludes all securities, including options, whose maturities or expiration dates
at the time of acquisition are one year or less. Portfolio turnover may vary
greatly from year to year as well as within a particular year, and may be
affected by, changes in the holdings of specific issuers, changes in country and
currency weightings, cash requirements for redemption of shares and by
requirements which enable the Funds to receive favorable tax treatment. For the
fiscal year ended March 31, 1999, the turnover rates with respect to the U.S.
Government, Intermediate Tax-Exempt, Florida Intermediate Tax-Exempt, Fixed
Income, Tax-Exempt, California Tax-Exempt Fund, International Fixed Income, High
Yield Municipal, High Yield Fixed Income, Income Equity, Stock Index, Growth
Equity, Select Equity, Mid Cap Growth, Small Cap, International Growth Equity,
International Select Equity and Technology Funds were 123.75%, 54.03%, 57.98%,
84.85%, 140.39%, 62.55%, 16.49%, 0.00%,

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<PAGE> 188
0.00%, 79.95%, 2.46%, 49.67%, 87.73%, 173.39%, 18.74%, 177.89%, 168.19% and
61.01%, respectively. The Short-Intermediate U.S. Government Fund, California
Intermediate Tax-Exempt Fund, Arizona Tax-Exempt Fund and Small Cap Index Fund
had not commenced operations during the fiscal year ended March 31, 1999. The
Funds are not restricted by policy with regard to portfolio turnover and will
make changes in their investment portfolio from time to time as business and
economic conditions as well as market prices may dictate.

MISCELLANEOUS. Securities may be purchased on margin only to obtain
such short-term credits as are necessary for the clearance of purchases and
sales of securities. The Funds will not engage in selling securities short. The
Funds may, however, make short sales against the box although the Funds have no
current intention to do so in the coming year. "Selling short against the box"
involves selling a security that a Fund owns for delivery at a specified date in
the future.

SPECIAL RISK FACTORS AND CONSIDERATIONS RELATING TO CALIFORNIA MUNICIPAL
INSTRUMENTS, FLORIDA MUNICIPAL INSTRUMENTS AND ARIZONA MUNICIPAL INSTRUMENTS

Some of the risk factors relating to investments by the California,
Florida Intermediate Tax-Exempt and Arizona Tax-Exempt Funds in California,
Florida, and Arizona municipal instruments are summarized below. This summary
does not purport to be a comprehensive description of all relevant factors.
Although the Trust has no reason to believe that the information summarized
herein is not correct in all material respects, this information has not been
independently verified for accuracy or thoroughness by the Trust. Rather, the
information presented herein with respect to California municipal instruments
was culled from official statements and prospectuses issued in connection with
various securities offerings of the State of California and local agencies in
California available as of the date of this Statement of Additional Information
and, with respect to the Florida Intermediate Tax-Exempt and Arizona Tax-Exempt
Funds, the information is derived principally from official statements relating
to issues of Florida and Arizona municipal instruments released prior to the
date of this Additional Statement. Further, any estimates and projections
presented herein should not be construed as statements of fact. They are based
upon assumptions which may be affected by numerous factors and there can be no
assurance that target levels will be achieved.

CALIFORNIA MUNICIPAL INSTRUMENTS

General

The financial condition of the State of California ("California"), its
public authorities and local governments could affect the market values and
marketability of, and therefore the net asset value per unit and the interest
income of, the California Funds, or result in the default of existing
obligations, including obligations which may be held by the California Funds. It
should be noted that the creditworthiness of obligations issued by local issuers
may be unrelated to the creditworthiness of California, and that there is no
obligation on the part of California to make payment on such local obligations
in the event of default in the absence of a specific guarantee or pledge
provided by California.

During the early 1990's, California experienced significant financial
difficulties, which reduced its credit standing, but the State's finances have
improved significantly since 1994, with

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<PAGE> 189
ratings increases since 1996. The ratings of certain related debt of other
issuers for which California has an outstanding lease purchase, guarantee or
other contractual obligation (such as for state-insured hospital bonds) are
generally linked directly to California's rating. Should the financial condition
of California deteriorate again, its credit ratings could be reduced, and the
market value and marketability of all outstanding notes and bonds issued by
California, its public authorities or local governments could be adversely
affected.

Economic Factors

California's economy is the largest among the 50 states and one of the
largest in the world. The State's population of almost 34 million represents
over 12 percent of the total United States population and grew by 26 percent in
the 1980s, more than double the national rate. Population growth slowed to less
than 1 percent annually in 1994 and 1995, but rose to 1.8 percent in 1996 and
1.6 percent in 1997. During the early 1990's, net population growth in the State
was due to births and foreign immigration, but in recent years, in-migration
from the other states has increased.

Total personal income in the State, at an estimated $902 billion in
1998, accounts for almost 13 percent of all personal income in the nation. Total
employment is over 15 million, the majority of which is in the service, trade
and manufacturing sectors.

From mid-1990 to late 1993, the State suffered a recession with the
worst economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), and financial services, among others, were
all severely affected, particularly in Southern California. Employment levels
stabilized by late 1993 and pre-recession job levels were reached in 1996.
Unemployment, while remaining higher than the national average, has come down
from its 10 percent recession peak to under 6 percent in early 1999. Economic
indicators show a steady and strong recovery underway in California since the
start of 1994 particularly in high technology manufacturing and services,
including computer software, electronic manufacturing and motion
picture/television production, and other services, entertainment and tourism,
and both residential and commercial construction. International economic
problems starting in 1997 had some moderating impact on California's economy,
but negative impacts, such as a sharp drop in exports to Asia which have hurt
the manufacturing and agricultural sectors, have apparently been offset by
increased exports to Latin American and other nations, and a greater strength in
services, computer software and construction. Current forecasts predict
continued strong growth of the State's economy in 1999, with a slowdown in the
rate of growth predicted in 2000 and beyond. Any delay or reversal of the
recovery may create new shortfalls in State revenues.

Constitutional Limitations on Taxes, Other Charges and Appropriations

Limitation on Property Taxes. Certain California municipal instruments
may be obligations of issuers which rely in whole or in part, directly or
indirectly, on ad valorem property taxes as a source of revenue. The taxing
powers of California local governments and districts are limited by Article
XIIIA of the California Constitution, enacted by the voters in 1978 and

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<PAGE> 190
commonly known as "Proposition 13." Briefly, Article XIIIA limits to 1 percent
of full cash value of the rate of ad valorem property taxes on real property and
generally restricts the reassessment of property to 2 percent per year, except
under new construction or change of ownership (subject to a number of
exemptions). Taxing entities may, however, raise ad valorem taxes above the 1
percent limit to pay debt service on voter-approved bonded indebtedness.

Under Article XIIIA, the basic 1 percent ad valorem tax levy is applied
against the assessed value of property as of the owner's date of acquisition (or
as of March 1, 1975, if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits have been filed challenging the acquisition-based
assessment system of Proposition 13, but it was upheld by the U.S. Supreme Court
in 1992.

Article XIIIA prohibits local governments from raising revenues through
ad valorem taxes above the 1 percent limit; it also requires voters of any
governmental unit to give two-thirds approval to levy any "special tax." Court
decisions, however, allowed a non-voter approved levy of "general taxes" which
were not dedicated to a specific use.

Limitations on Other Taxes, Fees and Charges. On November 5, 1996, the
voters of the State approved Proposition 218, called the "Right to Vote on Taxes
Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution,
which contain a number of provisions affecting the ability of local agencies to
levy and collect both existing and future taxes, assessments, fees and charges.

Article XIIIC requires that all new or increased local taxes be
submitted to the electorate before they become effective. Taxes for general
governmental purposes require a majority vote and taxes for specific purposes
require a two-thirds vote. Further, any general purpose tax which was imposed,
extended or increased without voter approval after December 31, 1994 must be
approved by a majority vote within two years.

Article XIIID contains several new provisions making it generally more
difficult for local agencies to levy and maintain "assessments" for municipal
services and programs. Article XIIID also contains several new provisions
affecting "fees" and "charges", defined for purposes of Article XIIID to mean
"any levy other than an ad valorem tax, a special tax, or an assessment, imposed
by a [local government] upon a parcel or upon a person as an incident of
property ownership, including a user fee or charge for a property related
service." All new and existing property related fees and charges must conform to
requirements prohibiting, among other things, fees and charges which generate
revenues exceeding the funds required to provide the property related service or
are used for unrelated purposes. There are new notice, hearing and protest
procedures for levying or increasing property related fees and charges, and,
except for fees or charges for sewer, water and refuse collection services (or
fees for electrical and gas service, which are not treated as "property related"
for purposes of Article XIIID), no property related fee or charge may be imposed
or increased without majority approval by the property owners subject to the fee
or charge or, at the option of the local agency, two-thirds voter approval by
the electorate residing in the affected area.

<PAGE> 191

In addition to the provisions described above, Article XIIIC removes
limitations on the initiative power in matters of local taxes, assessments, fees
and charges. Consequently, local voters could, by future initiative, repeal,
reduce or prohibit the future imposition or increase of any local tax,
assessment, fee or charge. It is unclear how this right of local initiative may
be used in cases where taxes or charges have been or will be specifically
pledged to secure debt issues.

The interpretation and application of Proposition 218 will ultimately
be determined by the courts with respect to a number of matters, and it is not
possible at this time to predict with certainty the outcome of such
determinations. Proposition 218 is generally viewed as restricting the fiscal
flexibility of local governments, and for this reason, some ratings of
California cities and counties have been, and others may be, reduced.

Appropriations Limits. The State and its local governments are subject
to an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits
the State or any covered local government from spending "appropriations subject
to limitation" in excess of the appropriations limit imposed. "Appropriations
subject to limitation" are authorizations to spend "proceeds of taxes," which
consist of tax revenues and certain other funds, including proceeds from
regulatory licenses, user charges or other fees, to the extent that such
proceeds exceed the cost of providing the product or service, but "proceeds of
taxes" exclude most State subventions to local governments. No limit is imposed
on appropriations of funds which are not "proceeds of taxes," such as reasonable
user charges or fees, and certain other non-tax funds, including bond proceeds.

Among the expenditures not included in the Article XIIIB appropriations
limit are (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters, (2) appropriations
arising from certain emergencies declared by the Governor, (3) appropriations
for certain capital outlay projects, (4) appropriations by the State of
post-1989 increases in gasoline taxes and vehicle weight fees, and (5)
appropriations made in certain cases of emergency.

The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such adjustments
were liberalized in 1990 to follow more closely growth in the State's economy.

"Excess" revenues are measured over a two year cycle. Local governments
must return any excess to taxpayers by rate reductions. The State must refund 50
percent of any excess, with the other 50 percent paid to schools and community
colleges. With more liberal annual adjustment factors since 1988, and depressed
revenues since 1990 because of the recession, few governments are currently
operating near their spending limits, but this condition may change over time.
Local governments may by voter approval exceed their spending limits for up to
four years. During fiscal year 1986-87, State receipts from proceeds of taxes
exceeded its appropriations limit by $1.1 billion, which was returned to
taxpayers. Since that year, appropriations subject to limitation have been under
the State limit. State appropriations were $6.8 billion under the limit for
fiscal year 1998-99.

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<PAGE> 192

Because of the complex nature of Articles XIIIA, XIIIB, XIIIC and XIIID
of the California Constitution, the ambiguities and possible inconsistencies in
their terms, and the impossibility of predicting future appropriations or
changes in population and cost of living, and the probability of continuing
legal challenges, it is not currently possible to determine fully the impact of
these Articles on California municipal instruments or on the ability of the
State or local governments to pay debt service on such California municipal
instruments. It is not possible, at the present time, to predict the outcome of
any pending litigation with respect to the ultimate scope, impact or
constitutionality of these Articles or the impact of any such determinations
upon State agencies or local governments, or upon their ability to pay debt
service on their obligations. Further initiatives or legislative changes in laws
or the California Constitution may also affect the ability of the State or local
issuers to repay their obligations.

Obligations of the State of California

Under the California Constitution, debt service on outstanding general
obligation bonds is the second charge to the General Fund after support of the
public school system and public institutions of higher education. As of May 1,
1999, the State had outstanding approximately $19.7 billion of long-term general
obligation bonds, plus $246 million of general obligation commercial paper which
will be refunded by long-term bonds in the future, and $6.6 billion of
lease-purchase debt supported by the State General Fund. The State also had
about $15.3 billion of authorized and unissued long-term general obligation
bonds and lease-purchase debt. In FY 1997-98, debt service on general obligation
bonds and lease purchase debt was approximately 4.4 percent of General Fund
revenues.

Recent Financial Results

The principal sources of General Fund revenues in 1997-1998 were the
California personal income tax (51 percent of total revenues), the sales tax (32
percent), bank and corporation taxes (11 percent), and the gross premium tax on
insurance (2 percent). The State maintains a Special Fund for Economic
Uncertainties (the "SFEU"), derived from General Fund revenues, as a reserve to
meet cash needs of the General Fund, but which is required to be replenished as
soon as sufficient revenues are available. Year-end balances in the SFEU are
included for financial reporting purposes in the General Fund balance. Because
of the recession and an accumulated budget deficit, no reserve was budgeted in
the SFEU from 1992-93 to 1995-96.

Throughout the 1980's, State spending increased rapidly as the State
population and economy also grew rapidly, including increased spending for many
assistance programs to local governments, which were constrained by Proposition
13 and other laws. The largest State program is assistance to local public
school districts. In 1988, an initiative (Proposition 98) was enacted which
(subject to suspension by a two-thirds vote of the Legislature and the Governor)
guarantees local school districts and community college districts a minimum
share of State General Fund revenues (currently about 35 percent).

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<PAGE> 193

Recent Budgets. As a result of the severe economic recession
from 1990-94 and other factors, during this period the State experienced
substantial revenue shortfalls, and greater than anticipated social service
costs. The State accumulated and sustained a budget deficit in the budget
reserve, the SFEU, approaching $2.8 billion at its peak at June 30, 1993. The
Legislature and Governor responded to these deficits by enacting a series of
fiscal steps between FY1991-92 and FY1994-95, including significant cuts in
health and welfare and other program expenditures, tax increases, transfers of
program responsibilities and some funding sources from the State to local
governments, and transfer of about $3.6 billion in annual local property tax
revenues primarily from cities and counties to local school districts, thereby
reducing State funding for schools.

A consequence of the accumulated budget deficits in the early 1990's,
together with other factors such as disbursement of funds to local school
districts "borrowed" from future fiscal years and hence not shown in the annual
budget, was to significantly reduce the State's cash resources available to pay
its ongoing obligations. The State's cash condition became so serious that from
late spring 1992 until 1995, the State had to rely on issuance of short term
notes which matured in a subsequent fiscal year to finance its ongoing deficit,
and pay current obligations. The last of these deficit notes was repaid in
April, 1996.

The State's financial condition improved markedly in the years from
FY1995-96 onward, with a combination of better than expected revenues, slowdown
in growth of social welfare programs, and continued spending restraint based on
the actions taken in earlier years. The State's cash position also improved, and
no external deficit borrowing has occurred over the fiscal year since FY
1994-95.

The economy grew strongly during these fiscal years, and as a result,
the General Fund took in substantially greater tax revenues (around $2.2 billion
in 1995-96, $1.6 billion in 1996-97, $2.1 billion in 1997-98, and $1.0 billion
in 1998-99) than were initially planned when the budgets were enacted. These
additional funds were largely directed to school spending as mandated by
Proposition 98, and to make up shortfalls from reduced federal health and
welfare aid in 1995-96 and 1996-97. The accumulated budget deficit from the
recession years was finally eliminated. The Department of Finance estimates that
the State's budget reserve (the SFEU) totaled about $1.8 billion at June 30,
1998 and $1.9 billion at June 30, 1999.

The growth in General Fund revenues since the end of the recession
resulted in significant increases in State funding for local school districts
under Proposition 98. From the recession level of about $4,300 per pupil, annual
State funding has increased to over $6,000 per pupil in FY 1999-2000. A
significant amount of the new moneys have been directed to specific educational
reforms, including reduction of class sizes in many grade levels. The improved
budget condition also allowed annual increases in support for higher education
in the State, permitting increased enrollment and reduction of student fees.

Part of the 1997-98 Budget Act was completion of State welfare reform
legislation to implement the new federal law passed in 1996. The new State
program, called "CalWORKs," became effective January 1, 1998, and emphasizes
programs to bring aid recipients into the workforce. As required by federal law,
new time limits are placed on receipt of welfare aid.

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<PAGE> 194

Generally, health and welfare costs have been contained even during the recent
period of economic recovery, with the first real increases (after inflation) in
welfare support levels occurring in 1999-2000.

FY 1998-99 Budget. The FY 1998-99 Budget Act was signed on August 21,
1998. After giving effect to line-item vetoes made by the Governor, the Budget
plan resulted in spending of about $57.3 billion for the General Fund and $14.7
billion for Special Funds. The Budget Act assumed General Fund revenues and
transfers in FY 1998-99 of $57.0 billion. After enactment of the Budget Act, the
Legislature passed a number of additional fiscal bills. Taking these into
account, the Administration projected in September, 1998 that the balance in the
SFEU at June 30, 1999 would be about $1.2 billion.

One of the most important elements of the 1998-99 Budget Act was
agreement on substantial tax cuts. The largest of these was a phased-in cut in
the Vehicle License Fee (an annual tax on the value of cars registered in the
State, the "VLF"). Starting on January 1, 1999, the VLF has been reduced by 25
percent. Under pre-existing law, VLF funds are automatically transferred to
cities and counties, so the new legislation provided for the General Fund to
make up the reductions. If State General Fund revenues continue to grow above
certain targeted levels in future years, the cut could reach as much as 67.5
percent by the year 2003. The initial 25 percent VLF cut will be offset by about
$500 million in General Fund money in FY 1998-99, and $1 billion annually for
future years. Other tax cuts in FY 1998-99 included an increase in the dependent
credit exemption for personal income tax filers, restoration of a renter's tax
credit for taxpayers, and a variety of business tax relief measures. The total
cost of these tax cuts was estimated at $1.4 billion for FY 1998-99.

The Administration released new projections for the balance of FY
1998-99 on May 14, 1999 as part of the May Revision of the Governor's Proposed
Budget for 1999-2000 (the "May Revision"). The May Revision revealed that the
State's economy was much stronger in late 1998 and into 1999 than the
Administration had thought when it made its first FY 1999-2000 Budget Proposal
in January 1999. As a result, the May Revision updated 1998-99 General Fund
revenues to be $57.9 billion, almost $1 billion above the original FY 1998-99
estimates, and over $1.6 billion above the Administration's January estimate.
Most of the increase is from personal income taxes, reflecting stronger wage
employment than previously estimated, and extraordinary growth in capital gain
realizations resulting from the stock market's rise. The May Revision projected
the SFEU will have a balance of almost $1.9 billion at June 30, 1999.

Although, as noted, the Administration projected a budget reserve in
the SFEU of about $1.9 billion on June 30, 1999, the General Fund fund balance
on that date also reflects $1.0 billion of "loans" which the General Fund made
to local schools in the recession years, representing cash outlays above the
mandatory minimum funding level. Settlement of litigation over these
transactions in July 1996 calls for repayment of these loans over the period
ending in 2001-02, about equally split between outlays from the General Fund and
from schools' entitlements. The 1998-99 Budget Act contained a $300 million
appropriation from the General Fund toward this settlement.

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FY 1999-2000 Budget. The newly elected Governor, Gray Davis, released
his proposed FY 1999-00 Budget in January 1999. It projected somewhat lower
General Fund revenues than in earlier projections, due to slower economic growth
which was expected in late 1998, but totaling an estimated $60.3 billion. The
May Revision has sharply increased the revenue estimates, by over $2.7 billion,
to a total of almost $63.0 billion, which would represent a 9 percent increase
above FY 1998-99. Again, the greatest increase is expected in personal income
taxes (about 10 percent year-over-year increase), with more moderate increases
in sales taxes (6 percent) and corporate taxes (3 percent).

The 1999-00 Budget Act was signed on June 29, 1999, only the second
time in the decade the budget was in place at the start of the fiscal year.
After the Governor used his line-item veto power to reduce expenditures by about
$581 million, the final spending plan called for about $63.7 billion of General
Fund expenditures, $16.1 billion of Special Fund expenditures, and $1.5 billion
in bond funded expenditures. The Governor's final budget actions left the SFEU
with an estimated balance of $881 million at June 30, 2000, but the Governor
also reduced spending to set aside $300 million for future appropriation for
either employee pay raises or potential litigation costs. If not fully used,
these "set-aside" funds would increase the SFEU year-end balance.

The final Budget Act generally provided increased funding for a wide
range of programs. Education spending under Proposition 98 received the largest
increase (over $2.3 billion above 1998-99), with other significant increases for
higher education, health and welfare, natural resources and capital outlay. The
budget provides several hundred million dollars in direct new aid to cities and
counties. A proposal is being drafted to place a constitutional amendment on the
ballot in 2000 to provide more extensive, permanent fiscal relief for local
government.

The final spending plan includes several targeted tax cuts for
businesses, totaling under $100 million in 1999-00. The plan also includes a
one-time, one-year additional cut of 10 percent in the Vehicle License Fee for
calendar year 2000. This cut will cost the General Fund about $500 million in
each of 1999-00 and 2000-01 to make up lost funds for local governments. Under
the 1998 law, the VLF cut to 35 percent would become permanent in the year 2001
if General Fund revenues reach a certain specified level in 2000-01.

Although the State's strong economy is producing record revenues to the
State government, the State's budget continues to be under stress from mandated
spending on education, a rising prison population, and social needs of a growing
population with many immigrants. These factors which limit State spending growth
also put pressure on local governments. There can be no assurances that, if
economic conditions weaken, or other factors intercede, the State will not
experience budget gaps in the future.

Bond Rating

The ratings on California's long-term general obligation bonds were reduced in
the early 1990's from "AAA" levels which had existed prior to the recession.
After 1996, the three major rating agencies raised their ratings of California's
general obligation bonds, which as of July 1, 1999

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were assigned ratings of "A+" from Standard & Poor's, "Aa3" from Moody's and
"AA-" from Fitch.

There can be no assurance that such ratings will be maintained in the
future. It should be noted that the creditworthiness of obligations issued by
local California issuers may be unrelated to creditworthiness of obligations
issued by the State of California, and that there is no obligation on the part
of the State to make payment on such local obligations in the event of default.

Legal Proceedings

The State is involved in certain legal proceedings (described in the
State's recent financial statements) that, if decided against the State, may
require the State to make significant future expenditures or may substantially
impair revenues. Trial courts have recently entered tentative decisions or
injunctions which would overturn several parts of the State's recent budget
compromises. The matters covered by these lawsuits include reductions in welfare
payments and the use of certain cigarette tax funds for health costs. All of
these cases are subject to further proceedings and appeals, and if California
eventually loses, the final remedies may not have to be implemented in one year.

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Year 2000 Preparations

The State and local governments, along with all other public and
private institutions in the nation, face a major challenge to ensure that their
computer systems, including microchips embedded into existing machinery, will
not fail prior to or at the January 1, 2000 date which may not be recognized
properly by software utilizing only two digits to identify a year. The new State
Administration has placed a very high priority on "Year 2000" remediation and
contingency planning. The State has a Department of Information Technology
("DOIT") which coordinates activities, provides technical assistance to State
agencies and local governments, and reports on the status of remediation efforts
by over 100 State departments and agencies.

DOIT has reported that, as of early 1999, 372 of 564 "mission critical"
systems in State government had been remediated (although final testing was
still going on in some cases). Of the balance, 54 were being retired and 138
were in process. DOIT does not report on all State agencies. In addition to
hardware and software changes, agencies are preparing business contingency plans
in case of computer problems at 1/1/2000, and are actively coordinating with
outside agencies, vendors, contractors and others with whom computer data is
shared. The State Treasurer and State Controller, responsible for State fiscal
controls and debt service payments, have reported they were fully remediated by
December 31, 1998 and are spending the 1999 year in testing and confirmation of
their systems.

The State has expended and plans to spend many hundreds of millions of
dollars on Year 2000 projects of all sorts, and has set aside several tens of
millions of dollars in contingency funds to support late-coming needs. There is
no survey of local government costs, or the overall status of their activities.
It is likely that larger government agencies are better prepared at this time
than smaller ones. Both the State and local governments are preparing emergency
plans for Year 2000 computer difficulties similar to their normal planning for
natural emergencies, such as floods or earthquakes.

Obligations of Other Issuers

Other Issuers of California Municipal Instruments. There are a number
of State agencies, instrumentalities and political subdivisions of the State
that issue municipal instruments, some of which may be conduit revenue
obligations payable from payments from private borrowers. These entities are
subject to various economic risks and uncertainties, and the credit quality of
the securities issued by them may vary considerably from the credit quality of
obligations backed by the full faith and credit of the State.

State Assistance. Property tax revenues received by local governments
declined more than 50 percent following passage of Proposition 13. Subsequently,
the California Legislature enacted measures to provide for the redistribution of
the State's General Fund surplus to local agencies, the reallocation of certain
State revenues to local agencies and the assumption of certain governmental
functions by the State to assist municipal issuers to raise revenues. Total
local assistance from the State's General Fund was budgeted at approximately 75
percent of General Fund expenditures in recent years, including the effect of
implementing reductions in certain aid

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programs. To reduce State General Fund support for school districts, the 1992-93
and 1993-94 Budget Acts caused local governments to transfer $3.9 billion of
property tax revenues to school districts, representing loss of the
post-Proposition 13 "bailout" aid. Local governments have in return received
greater revenues and greater flexibility to operate health and welfare programs.
However, except for agreement in 1997 on a new program for the State to
substantially take over funding for local trial courts (saving cities and
counties some $400 million annually), there has been no large-scale reversal of
the property tax shift to help local government.

To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or other
fiscal considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such reductions
in State aid could compound the serious fiscal constraints already experienced
by many local governments, particularly counties. Los Angeles County, the
largest in the State, was forced to make significant cuts in services and
personnel, particularly in the health care system, in order to balance its
budget in FY1995-96 and FY1996-97. Orange County, which emerged from Federal
Bankruptcy Court protection in June 1996, has significantly reduced county
services and personnel, and faces strict financial conditions following large
investment fund losses in 1994 which resulted in bankruptcy.

Counties and cities may face further budgetary pressures as a result of
changes in welfare and public assistance programs, which were enacted in August,
1997 in order to comply with the federal welfare reform law. Generally, counties
play a large role in the new system, and are given substantial flexibility to
develop and administer programs to bring aid recipients into the workforce.
Counties are also given financial incentives if either at the county or
statewide level, the "Welfare-to-Work" programs exceed minimum targets; counties
are also subject to financial penalties for failure to meet such targets.
Counties remain responsible to provide "general assistance" for able-bodied
indigents who are ineligible for other welfare programs. The long-term financial
impact of the new CalWORKs system on local governments is still unknown.

Assessment Bonds. California municipal instruments which are assessment
bonds may be adversely affected by a general decline in real estate values or a
slowdown in real estate sales activity. In many cases, such bonds are secured by
land which is undeveloped at the time of issuance but anticipated to be
developed within a few years after issuance. In the event of such reduction or
slowdown, such development may not occur or may be delayed, thereby increasing
the risk of a default on the bonds. Because the special assessments or taxes
securing these bonds are not the personal liability of the owners of the
property assessed, the lien on the property is the only security for the bonds.
Moreover, in most cases the issuer of these bonds is not required to make
payments on the bonds in the event of delinquency in the payment of assessments
or taxes, except from amounts, if any, in a reserve fund established for the
bonds.

California Long Term Lease Obligations. Based on a series of court
decisions, certain long-term lease obligations, though typically payable from
the general fund of the State or a municipality, are not considered
"indebtedness" requiring voter approval. Such leases, however, are subject to
"abatement" in the event the facility being leased is unavailable for beneficial
use and occupancy by the municipality during the term of the lease. Abatement is
not a default, and there may be no remedies available to the holders of the
certificates evidencing the lease

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obligation in the event abatement occurs. The most common cases of abatement are
failure to complete construction of the facility before the end of the period
during which lease payments have been capitalized and uninsured casualty losses
to the facility (e.g., due to earthquake). In the event abatement occurs with
respect to a lease obligation, lease payments may be interrupted (if all
available insurance proceeds and reserves are exhausted) and the certificates
may not be paid when due. Although litigation is brought from time to time which
challenges the constitutionality of such lease arrangements, the California
Supreme Court issued a ruling in August, 1998 which reconfirmed the legality of
these financing methods.

Other Considerations

The repayment of industrial development securities secured by real
property may be affected by California laws limiting foreclosure rights of
creditors. Securities backed by health care and hospital revenues may be
affected by changes in State regulations governing cost reimbursements to health
care providers under Medi-Cal (the State's Medicaid program), including risks
related to the policy of awarding exclusive contracts to certain hospitals.

Limitations on ad valorem property taxes may particularly affect "tax
allocation" bonds issued by California redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment project
area after the start of redevelopment activity. In the event that assessed
values in the redevelopment project decline (e.g., because of a major natural
disaster such as an earthquake), the tax increment revenue may be insufficient
to make principal and interest payments on these bonds. Both Moody's and S&P
suspended ratings on California tax allocation bonds after the enactment of
Articles XIIIA and XIIIB, and only resumed such ratings on a selective basis.

Proposition 87, approved by California voters in 1988, requires that
all revenues produced by a tax rate increase go directly to the taxing entity
which increased such tax rate to repay that entity's general obligation
indebtedness. As a result, redevelopment agencies (which, typically, are the
issuers of tax allocation securities) no longer receive an increase in tax
increment when taxes on property in the project area are increased to repay
voter-approved bonded indebtedness.

The effect of these various constitutional and statutory changes upon
the ability of California municipal securities issuers to pay interest and
principal on their obligations remains unclear. Furthermore, other measures
affecting the taxing or spending authority of California or its political
subdivisions may be approved or enacted in the future. Legislation has been or
may be introduced which would modify existing taxes or other revenue-raising
measures or which either would further limit or, alternatively, would increase
the abilities of state and local governments to impose new taxes or increase
existing taxes. It is not possible, at present, to predict the extent to which
any such legislation will be enacted. Nor is it possible, at present, to
determine the impact of any such legislation on California municipal instruments
in which the Fund may invest, future allocations of state revenues to local
governments or the abilities of state or local governments to pay the interest
on, or repay the principal of, such California municipal instruments.

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Substantially all of California is within an active geologic region
subject to major seismic activity. Northern California in 1989 and Southern
California in 1994 experienced major earthquakes causing billions of dollars in
damages. The federal government provided more than $13 billion in aid for both
earthquakes, and neither event is expected to have any long-term negative
economic impact. Any California Municipal Obligation in the Fund could be
affected by an interruption of revenues because of damaged facilities, or,
consequently, income tax deductions for casualty losses or property tax
assessment reductions. Compensatory financial assistance could be constrained by
the inability of (i) an issuer to have obtained earthquake insurance coverage
rates; (ii) an insurer to perform on its contracts of insurance in the event of
widespread losses; or (iii) the federal or State government to appropriate
sufficient funds within their respective budget limitations.

FLORIDA MUNICIPAL INSTRUMENTS

The financial condition of the State of Florida may be
affected by various financial, social, economic and political factors. Those
factors can be very complex, may vary from fiscal year to fiscal year, and are
frequently the result of actions taken not only by the State and its agencies
and instrumentalities but also by entities that are not under the control of the
State. Adverse developments affecting the State's financing activities, its
agencies or its political subdivisions could adversely affect the State's
financial condition.

The State's revenues increased from $32,957,715,000 during the
1996-97 fiscal year ended June 30, 1997 to $35,849,518,000 during the fiscal
year ended June 30, 1998. The State's operating expenditures increased from
$31,494,591,000 during the 1996-97 fiscal year ended June 30, 1997 to
$33,373,020,000 during the 1997-98 fiscal year ended June 30, 1998. The Office
of Economic and Demographic Research of the Florida Legislature also projected
non-agricultural jobs to grow 3.5% and 3.1% in fiscal years 1998-99 and
1999-2000, respectively. The revenue growth in the 1998-1999 fiscal year is
driven by the State's sales tax collections. The sales tax accounts for close to
75% of total revenues through March 31, 1999. A March 31, 1999 estimate shows an
expected year-end surplus of $573.8 million. When this is combined with the
Budget Stabilization Fund balance of $786.9 million, Florida's total reserves
are $1,360.7 million.

The Constitution of the State of Florida limits the right of
the State and its local governments to tax. The Constitution requires the State
to have a balanced budget and to raise revenues to defray its operating
expenses. The State may not borrow for the purpose of maintaining ordinary
operating expenses, but may generally borrow for capital improvements.

An amendment to the Florida Constitution adopted in 1994
requires that state revenues in excess of an allowed amount plus a growth factor
must be contributed to a Budget Stabilization Fund until this fund reaches a
certain amount at which time the excess state revenues must be distributed to
the taxpayers. The growth factor is the average annual rate of growth in the
state personal income over the most recent 20 quarters times the amount of state
revenue allowed under the Constitution for the prior fiscal year. Included among
the categories of revenues that are exempt from this revenue limitation are
revenues pledged to state bonds and other payments related to debt. A two-thirds
vote of the Florida legislature can raise the amount of the limit on state
revenues. It is difficult to predict the impact of this amendment on Florida
state finances,

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especially since courts have not interpreted it extensively. To the extent that
local governments traditionally receive revenues from the state which are
subject to or limited by this Constitutional amendment, the further distribution
of such state revenues may be adversely impacted by the amendment.

There are a number of methods by which the State of Florida
may incur debt. The State may issue bonds backed by the State's full faith and
credit to finance or refinance certain capital projects authorized by its
voters. The total outstanding principal of State bonds pledging the full faith
and credit of the State may not exceed 50% of the total tax revenues of the
State for the two preceding fiscal years, excluding any tax revenues held in
trust. The State also may issue certain bonds backed by the State's full faith
and credit to finance or refinance pollution control, solid waste disposal and
water facilities for local governments; county roads; school districts and
capital public education projects without voter authorization. The State may
also, pursuant to specific constitutional authorization, directly guarantee
certain obligations of the State's authorities, agencies and instrumentalities.
Payments of debt service on State bonds backed by the State's full faith and
credit and State-guaranteed bonds and notes are legally enforceable obligations
of the State. Revenue bonds to finance or refinance certain capital projects
also may be issued by the State of Florida without voter authorization. However,
revenue bonds are payable solely from funds derived directly from sources other
than state tax revenues.

The State of Florida currently imposes, among other taxes, an
ad valorem tax on intangible property and a corporate income tax. The Florida
Constitution prohibits the levying of a personal income tax. Certain other taxes
the State of Florida imposes include: an estate or inheritance tax which is
limited by the State's Constitution to an amount not in excess of the amount
allowed to be credited upon or deducted from federal estate taxes or the estate
taxes of another state; and a 6% sales tax on most goods and certain services
with an option for counties to impose up to an additional 1% sales tax on such
goods and services. In addition, counties chartered before June 1, 1976 or
county with a consolidated county/municipal government may assess up to a 1%
discretionary sales surtax within the county for the development, construction,
maintenance and operation of a fixed guideway rapid transit system.

The Constitution reserves the right to charge an ad valorem
tax on real estate and tangible personal property to Florida's local
governments. All other forms of taxation are preempted to the State of Florida
except as may be provided by general law. Motor vehicles, boats, airplanes,
trailers, trailer coaches and mobile homes, as defined by law, may be subject to
a license tax for their operation, but may not be subject to an ad valorem tax.

Under the Constitution, ad valorem taxes may not be levied in
excess of the following millage upon the assessed value of real estate and
tangible personal property: for all county purposes, ten mills; for all
municipal purposes, ten mills; for all school purposes, ten mills; for water
management purposes for the northwest portion of the State, .05 mills; for water
management purposes for the remaining portion of the State, one mill; and for
all other special districts a millage authorized by law and approved by
referendum. When authorized by referendum, the above millage caps may be
exceeded for up to two years. Counties, school districts, municipalities,
special districts and local governmental bodies with taxing powers may issue
bonds to finance or refinance capital projects payable from ad valorem taxes in
excess of the above millage cap when approved by referendum. It

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should be noted that several municipalities and counties have charters that
further limit either ad valorem taxes or the millage that may be assessed.

The Florida legislature has passed a number of mandates which
limit or place requirements on local governments without providing the local
governments with compensating changes in their fiscal resources. The Florida
legislature enacted a comprehensive growth management act which forces local
governments to establish and implement comprehensive planning programs to guide
and control future development. This legislation prohibits public or private
development that does not conform with the locality's comprehensive plan. Local
governments may face greater requirements for services and capital expenditures
than they had previously experienced if their locality experiences increased
growth or development. The burden for funding these potential services and
capital expenditures which has been left to the local governments may be quite
large.

The Florida Constitution limits the assessed value of
homestead real property for ad valorem tax purposes to the lower of (A) three
percent (3%) of the assessed value for the prior year; or (B) the percentage
change in the Consumer Price Index for the preceding calendar year. In addition,
no such assessed value shall exceed "just value" and such just value shall be
reassessed (notwithstanding the 3% cap) as of January 1 of the year following a
change of ownership of the assessed real property.

Florida has grown dramatically since 1980 and as of April 1,
1997 ranked fourth nationally with an estimated population of 14.7 million.
Florida's substantial population increases over the past few years are expected
to continue. It is anticipated that corresponding increases in State revenues
will be necessary during the next decade to meet increased burdens on the
various public and social services provided by the State. Much of this growth is
being funded by bonded revenues secured by the expanding real property tax base.
As of 1997, real property values exceed $724 billion. Residential property
values account for over $400 billion in value while commercial and industrial
property values exceed $100 billion.

Florida's job market continues to reflect strong performance.
The state's March 1999 unemployment rate was 4.1 percent, 0.3 percentage points
lower than the year ago rate of 4.4 percent. Florida's unemployment rate was one
of the lowest since October 1973 when it was 3.4 percent. The U.S. unemployment
rate was 4.2 percent in March 1999, just above Florida's rate. Fueled by low
interest rates, construction had the fastest growth rate at 5.8 percent and
added 20,000 jobs over the year. Similarly, finance, insurance, and real estate
and government also experienced year to year increases of 19,100 jobs and 16,400
jobs, respectively. The apparel and textiles industries lost 1,500 jobs due to
tariffs and foreign competition. The State is gradually becoming less dependent
on employment related to construction, agriculture and manufacturing, and more
dependent on employment related to trade and services. Presently, services
constitute 34.9% and trade 25.6% of the State's total non-farm jobs.

Personal income in the State has been growing strongly the
last several years and has generally outperformed both the nation as a whole and
the Southeast in particular. The reasons for this are strong population growth
and diversification of the economy. From 1992 through 1997, the State's per
capita income rose an average of 5.0% per year, while the national per capita
income increased an average of 4.8%. For 1997, the State's per capita personal
income

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rose an average of 4.0% while the national per capita personal income rose 4.7%.
In 1997, per capita personal income in Florida was $24,795, while the national
per capita personal income was $25,298. The structure of the State's income
differs from that of the nation and the Southeast. Because the State has a
proportionately greater retirement age population, property income (dividends,
interest and rent) and transfer payments (social security and pension benefits,
among other sources of income) are a relatively more important source of income.
Transfer payments, such as social security, are occasionally subject to
legislative change.

Tourism is one of Florida's most important industries.
According to Visit Florida (formerly the Florida Tourism Commission), about 47
million people visited the State in 1997. Tourists to Florida effectively
represent additional residents, spending their dollars predominantly at eating
and drinking establishments, hotels and motels, and amusement and recreation
parks. Their expenditures generate additional business activity and State tax
revenues. The State's tourist industry over the years has become more
sophisticated, attracting visitors year-round, thus to a degree, reducing its
seasonality.

The State also has a strong construction industry, with single
and multi-family housing starts accounting for approximately 9.2% of total U.S.
housing starts in 1997, while the State's population was only 5.5% of the
nation's total population. The reason for such a dynamic construction industry
was the rapid growth of the State's population. Since 1985, total housing starts
have averaged approximately 148,000 per year. Total housing starts were 132,813
in 1997, and are projected to be 97,600 in 1998-99.

Florida has experienced a diversifying economic base as
technology related industry, healthcare and financial services have grown into
leading elements of Florida's economy, complementing the State's previous
reliance primarily on agriculture and tourism. With the increasing costs and
capital needs related to its growing population, Florida's ability to meet its
expenses will be dependent in part upon the State's continued ability to foster
business and economic growth. Florida has also increased its funding of capital
projects through more frequent debt issuance rather than its historical
pay-as-you go method.

At the regional level, local economies within Florida perform
differently according to their urban or rural qualities and level of economic
diversification. The spectrum of local economies spans dense urban centers such
as Miami and Tampa to rural agricultural regions of citrus, cattle ranching and
sugar cane production. For example, Central Florida is a premier world-class
resort/vacation destination with its economy driven by the presence of Disney
World, studio theme parks and other tourist oriented recreational parks with a
laser/optical research node and motion picture industries helping to diversify
the Central Florida local economy. In contrast to the highly urban areas of
Southeast Florida, North Florida and the Florida Panhandle are rural in many
areas with local economies is dominated by the logging and paper industries,
defense, tourism, state government and retirement.

Florida has a moderate debt burden. As of June 30, 1998 full
faith and credit bonds totaled $8.7 billion and revenue bonds totaled $5 billion
for a total debt of $13.7 billion. Full faith and credit debt per capita was
$577. In the 1998 fiscal year, debt service as a percent of Governmental Fund
expenditures was 2.0%. In recent years debt issuance for the State has been

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increasing. The State brought a new indenture to the market in late Fiscal Year
1998, the Florida Lottery Bonds. These bonds will finance capital improvements
for Florida schools.

The payment on most Florida municipal instruments held by the
Florida Intermediate Tax-Exempt Fund will depend upon the issuer's ability to
meet its obligations. If the State or any of its political subdivisions were to
suffer serious financial difficulties jeopardizing their ability to pay their
obligations, the marketability of obligations issued by the State or localities
within the State, and the value of the Florida Intermediate Tax-Exempt Fund's
portfolio, could be adversely affected.

ARIZONA MUNICIPAL INSTRUMENTS

Under its Constitution, the State of Arizona is not permitted to issue
general obligation bonds secured by the State's full faith and credit. However,
agencies and instrumentalities of the State are authorized under specified
circumstances to issue bonds secured by revenues. The State enters into certain
lease transactions that are subject to annual renewal at its option. Local
governmental units in the State are also authorized to incur indebtedness. The
major source of financing for such local government indebtedness is an ad
valorem property tax. In addition, to finance public projects, local governments
may issue revenue bonds to be paid from the revenues of an enterprise or the
proceeds of an excise tax, from assessment bonds payable from special proceeds
of an excise tax, or from assessment bonds payable by special assessments.
Arizona local governments have also financed public projects through leases that
are subject to annual appropriation at the option of the local government.

There are periodic attempts in the form of voter initiatives and
legislative proposals to further limit the amount of annual increases in taxes
that can be levied by the various taxing jurisdictions without voter approval.
It is possible that if such a proposal were enacted, there would be an adverse
impact on State or local government financing. It is not possible to predict
whether any such proposals will be enacted in the future or what would be their
possible impact on state or local government financing.

The State is required by law to maintain a balanced budget. To achieve
this objective, it has in the past utilized a combination of spending reductions
and tax increases. In recent years, the State's fiscal situation has improved,
even while tax reduction measures have been enacted each year since 1992. In
1992, voters passed a measure that requires a two-thirds vote of the legislature
to increase state taxes.

The State's population, because of continued employment growth, is
expected to record above-average growth rates. After population growth of 3% in
1997 and 2.9% in 1998, 2.8% growth is expected in 1999 and 2.6% in 2000. That
translates into almost 132,000 more people in the state in 1999 and 126,000 in
2000.

The State's diversified economic base is not dependent on any single
industry. Principal economic sectors include services, manufacturing, mining,
tourism, and the military. Agriculture, at one time a major sector, plays a much
smaller role in the economy. For several decades, the population has grown at a
substantially higher rate than the population of the United States.

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The economy of the State is growing. Since the current boom peaked in
1994, when employment grew by 6.8%, the rate of growth has slowed, but only
modestly. Through November 1998 (the latest data available), employment was 4.7%
higher than the year before.

Different parts of the State have different growth rates and
structures. The Phoenix metropolitan area accounts for 70.6% of all Arizona jobs
and almost 80% of the State's employment growth. The Tucson area saw growth
accelerate in 1998 by 3%, versus 1.8% in 1997. The balance of the State also
grew at more moderate levels.

On a percentage basis, this expansion has not been as strong as
previous expansions. Yet, in terms of absolute employment growth, this expansion
has created more jobs than any period of economic growth in the State's history.
For example, since the beginning of the current expansion in March 1991, more
than 580,000 jobs have been created. In comparison, 297,200 jobs were created in
the 1975-1980 expansion, and about 450,000 jobs were created in the expansion
that lasted from 1982 to 1990.

According to the national Blue Chip Economic Indicators, after real GDP
growth of 3.9% in 1997 and 3.6% in 1998, growth is expected to moderate to 2.2%
in 1999. Inflation is expected to remain low and interest rates are also likely
to be low and through most of 1999.

As of 1998, 47% of all manufacturing employment in the Phoenix area and
25% in Pima County is in high technology. The national average is 14.3%. The
high-tech areas include computers, telecommunications, electronic components,
aviation, and instrumentation. In the Phoenix area, the economy is weighted
towards electronic components employment, which accounts for 27% of all
manufacturing jobs. Tucson's high-tech manufacturing employment is more evenly
spread among computers, electronic components, aviation and instrumentation.

It is expected that international trade in the high-tech industry will
continue to grow, which will be a positive for the Arizona economy. But in the
near term, the unbalanced mix of employment could be a problem. Roughly 52% of
Arizona manufacturing exports are of high-tech products; further, nearly 40% of
the state's exports are to Japan, Malaysia, Taiwan, Hong Kong and Singapore, all
of which are experiencing some degree of economic problems.

In 1997, Arizona's total exports as a percent of personal income ranked
fifth in the U.S. at 13.5%, compared to 9.2% for the nation. When analyzing data
using only high-tech exports, Arizona ranked second at 7.1%, versus 2.1%
nationally. Thus, the impact of the reduction in high-tech exports will likely
affect Arizona more than other states. This is expected to result in some
continued layoffs in the manufacturing sector.

The unemployment rate, 4.1% for 1998, is also expected to remain
relatively low, especially in the State's metropolitan areas. However, it is
expected to increase in both 1999 and 2000. The current level of unemployment,
the lowest in nearly three decades, suggests a tight labor market. The modest
rise in unemployment projected for 1999 suggests that labor markets will
moderately soften. After employment growth of 5.6% in 1996, 4.5% in 1997 and an
estimated 4.6% in 1998, employment should increase by another 3.5% in 1999 with
growth

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<PAGE> 206

continuing at about 3% in 2000 and 2001. The Phoenix area's unemployment rate
remains low, at about 2.7%.

The outlook for continued, albeit slower, growth for the U.S. economy
acts as a base for the Arizona economy. The state has been one of the top five
employment-growth states for quite some time, and it is expected to remain in
the top five through 1999. There are other positive factors as well. First, as
of November 1998, manufacturing was 2.3% above the November 1997 rate. Second,
the unemployment rate is low in greater Phoenix and for many other parts of
Arizona. That suggests that job growth will continue. Third, California, the
State's leading domestic trading partner, is expected to enjoy continued, albeit
slower, growth. Fourth, single-family housing markets continue to boom. Although
the absolute level of permits is expected to decline from 1998's record levels,
the outlook is for a relatively strong housing market.

Housing, which is expected to be up by about 15% in 1998, is expected
to decrease by about 10% in 1999. The slowdown is expected to be in
single-family activity. In 1999, even if single-family housing slows, commercial
construction is expected to continue to do well throughout most of the year,
despite higher vacancy rates in the Phoenix-area office and industrial markets.
This is expected to prevent any significant problem in construction employment
in 1999, despite the likelihood of a slowdown.

Another uncertainty is the tourism market. Given the strong economy,
tourist activity is expected to be strong. But declines in the value of the
Canadian dollar, the peso and other currencies versus the U.S. dollar could hurt
winter visitation in Arizona.

Personal income, after growing by 8% in 1996 and 7.3% in 1997, is
expected to grow by another 8% in 1998, 7.8% in 1999, and 7% in 2000.

Overall, General Fund revenues are expected to grow modestly, including
4% in FY 1999 and 5.7% in FY 2001. However, the FY 1999 rate of growth reflects
the impact of the $120 million tax reduction program passed last year, and the
FY 2000 revenue estimate includes an incremental reduction to account for an
additional $60 million of tax reductions already enacted.

The Governor's budget proposals in 1999 sought to limit overall
spending, continue the growth of the State's "rainy day" funds, reflect
conservative revenue forecasts to reflect a slowing economy, and propose for the
8th and 9th consecutive years tax reductions.

State policy makers have been very successful in recent years in
depositing monies into various accounts that have been established for a "rainy
day." These monies are reserved for a true budget emergency precipitated by an
economic downturn. By the end of FY 2001, the rainy day fund is expected to
reach $425 million, or 7.08% of the General Fund revenues.

OTHER INFORMATION ON CALIFORNIA, FLORIDA AND ARIZONA MUNICIPAL
INSTRUMENTS

Northern Trust believes that it is likely that sufficient California,
Florida and Arizona municipal instruments and certain specified federal
obligations should be available to satisfy the respective investment objectives,
policies and limitations of the California, Florida Intermediate Tax-Exempt and

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<PAGE> 207

the Arizona Tax-Exempt Funds. If Northern Funds' Board of Trustees, after
consultation with Northern Trust, should for any reason determine that it is
impracticable to satisfy a Fund's investment objective, policies and limitations
because of the unavailability of suitable investments, the Board would
re-evaluate the particular Fund's investment objective and policies and consider
changes in its structure and name or possible dissolution.

INVESTMENT RESTRICTIONS

The Funds are subject to the fundamental investment restrictions
enumerated below which may be changed with respect to a particular Fund only by
a vote of the holders of a majority of such Fund's outstanding shares.

No Fund may:

(1) Make loans, except (a) through the purchase of debt
obligations in accordance with the Fund's investment objective and
policies, (b) through repurchase agreements with banks, brokers,
dealers and other financial institutions, and (c) loans of securities.

(2) Mortgage, pledge or hypothecate any assets (other than
pursuant to reverse repurchase agreements) except to secure permitted
borrowings.

(3) Purchase or sell real estate or real estate limited
partnerships, but this restriction shall not prevent a Fund from
investing directly or indirectly in portfolio instruments secured by
real estate or interests therein or acquiring securities of real estate
investment trusts or other issuers that deal in real estate.

(4) Purchase or sell commodities or commodity contracts or oil
or gas or other mineral exploration or development programs or leases,
except that each Fund may, to the extent appropriate to its investment
policies, purchase securities of companies engaging in whole or in part
in such activities, and (other than the Money Market Funds) may enter
into futures contracts and related options and forward currency
exchange contracts in accordance with its investment objective and
policies.

(5) Invest in companies for the purpose of exercising control.

(6) Act as underwriter of securities, except as a Fund may be
deemed to be an underwriter under the Securities Act of 1933 (the "1933
Act") in connection with the purchase and sale of portfolio instruments
in accordance with its investment objective and portfolio management
policies.

(7) Write puts, calls or combinations thereof, except for
transactions in options on securities, financial instruments,
currencies and indices of securities; futures contracts; options on
futures contracts; forward currency exchange contracts; short sales
against the box; interest rate and currency swaps; and pair-off
transactions. (This restriction does not apply to the
Short-Intermediate U.S. Government Fund, California Intermediate
Tax-Exempt Fund, Arizona Tax-Exempt Fund, Small Cap Index Fund, High

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<PAGE> 208

Yield Municipal Fund and High Yield Fixed Income Fund. In addition,
this restriction does not apply to any type of option, futures
contract, forward contract, short sale, swap or pair-off transaction
unless it involves a put, call or combination thereof written by a
Fund.)

(8) Purchase the securities of any issuer if such purchase
would cause more than 10% of the voting securities of such issuer to be
held by the Fund, except that up to 25% of the value of its total
assets may be invested without regard to this 10% limitation; provided
that this restriction does not apply to the International Fixed Income
Fund, the Florida Intermediate Tax-Exempt Fund, the California
Intermediate Tax-Exempt Fund, the Arizona Tax-Exempt Fund or the
California Tax-Exempt Fund. (Investments by the Short-Intermediate U.S.
Government Fund, Small Cap Index Fund, Mid Cap Growth Fund, High Yield
Municipal Fund and High Yield Fixed Income Fund in the securities of
other investment companies are also not subject to this investment
restriction.)

(9) Purchase securities (other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
and repurchase agreements collateralized by such obligations) if,
except for the Technology Fund, such purchase would cause 25% or more
in the aggregate of the market value of the total assets of the Fund to
be invested in the securities of one or more issuers having their
principal business activities in the same industry, provided that with
respect to each Money Market Fund there is no limitation, and each
Money Market Fund reserves freedom of action, when otherwise consistent
with its investment policies, to concentrate its investments in
obligations (other than commercial paper) issued or guaranteed by U.S.
banks (including foreign branches of U.S. banks) and U.S. branches of
foreign banks and repurchase agreements and securities loans
collateralized by such bank obligations. For the purposes of this
restriction, state and municipal governments and their agencies and
authorities are not deemed to be industries; as to utility companies,
the gas, electric, water and telephone businesses are considered
separate industries; personal credit finance companies and business
credit finance companies are deemed to be separate industries; and
wholly-owned finance companies are considered to be in the industries
of their parents if their activities are primarily related to financing
the activities of their parents. The Technology Fund may not, except
during temporary defensive periods, purchase the securities of any
issuer, if, as a result of such purchase, less than 25% of the assets
of the Technology Fund would be invested in the securities of issuers
principally engaged in technology business activities. (Investments by
the Short-Intermediate U.S. Government Fund, California Intermediate
Tax-Exempt Fund, Arizona Tax-Exempt Fund, Small Cap Index Fund, Mid Cap
Growth Fund, High Yield Municipal Fund and High Yield Fixed Income Fund
in the securities of other investment companies are not subject to this
investment restriction.)

(10) Borrow money (other than pursuant to reverse repurchase
agreements), except (a) as a temporary measure, and then only in
amounts not exceeding 5% of the value of a Fund's total assets or (b)
from banks, provided that immediately after any such borrowing all
borrowings of the Fund do not exceed one-third of the Fund's total
assets. The exceptions in (a) and (b) to this restriction are not for
investment leverage

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<PAGE> 209

purposes but are solely for extraordinary or emergency purposes or to
facilitate management of a Fund by enabling Northern Funds to meet
redemption requests when the liquidation of portfolio instruments is
deemed to be disadvantageous or not possible. If due to market
fluctuations or other reasons the total assets of a Fund fall below
300% of its borrowings, Northern Funds will reduce the borrowings of
such Fund in accordance with the 1940 Act. In addition, as a matter of
fundamental policy, the Funds may not enter into reverse repurchase
agreements exceeding in the aggregate one-third of their respective
total assets.

(11) Purchase the securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, if immediately after such purchase more than 5%
of the value of such Fund's total assets would be invested in such
issuer, except that: (a) up to 50% of the value of the California
Municipal Money Market Fund's total assets (so long as no more than 25%
of the value of its total assets are invested in the securities of any
one issuer) and up to 25% of the value of the total assets of each of
the other Funds may be invested in any securities without regard to
this 5% limitation; and (b) with respect to each Fund, such 5%
limitation shall not apply to repurchase agreements collateralized by
obligations of the U.S. Government, its agencies or instrumentalities.
(This restriction does not apply to the International Fixed Income
Fund, the Florida Intermediate Tax-Exempt Fund, the California
Intermediate Tax-Exempt Fund, the Arizona Tax-Exempt Fund and the
California Tax-Exempt Fund.) (Investments by the Short-Intermediate
U.S. Government Fund, Small Cap Index Fund, High Yield Municipal Fund
and High Yield Fixed Income Fund in the securities of other investment
companies are also not subject to this investment restriction.)

In addition, as a matter of fundamental policy, the Funds will not
issue senior securities except as stated in the Prospectus or this Additional
Statement.

Also, as a matter of fundamental policy, changeable only with
the approval of the holders of a majority of the outstanding shares of the Fund
involved, at least 80% of the annual gross income of the Intermediate Tax-Exempt
Fund, California Intermediate Tax-Exempt Fund, Florida Intermediate Tax-Exempt
Fund, Tax-Exempt Fund, Arizona Tax-Exempt Fund and California Tax-Exempt Fund
(the "Tax-Exempt Funds") and the Municipal Money Market Fund, California
Municipal Money Market Fund and High Yield Municipal Fund (the "Municipal
Funds") will be derived from municipal instruments (as defined in the
Prospectus), except in extraordinary circumstances such as when Northern Trust
believes that market conditions indicate that a Fund should adopt a temporary
defensive posture by holding uninvested cash or investing in taxable securities.
Interest earned by the Tax-Exempt Funds on "private activity bonds" (if any)
that is treated as an item of tax preference under the federal alternative
minimum tax will not be deemed (but such interest earned by the Municipal Funds
will be deemed) to have been derived from municipal instruments for purposes of
determining whether the Tax-Exempt and the Municipal Funds meet this fundamental
policy.

As a non-fundamental investment restriction, the International Fixed
Income, Florida Intermediate Tax-Exempt, California Intermediate Tax-Exempt,
Arizona Tax-Exempt and California

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<PAGE> 210

Tax-Exempt Funds may not hold, at the end of any tax quarter, more than 10% of
the outstanding voting securities of any one issuer, except that up to 50% of
the total value of the assets of each Fund may be invested in any securities
without regard to this 10% limitation so long as no more than 25% of the total
value of its assets is invested in the securities of any one issuer (except the
U.S. Government, its agencies and instrumentalities). Also, as a non-fundamental
investment restriction, these Funds will not hold any securities (except U.S.
government securities) that would cause, at the end of any tax quarter, more
than 5% of their respective total assets to be invested in the securities of any
one issuer, except that up to 50% of the respective Fund's total assets may be
invested without regard to this limitation so long as no more than 25% of the
Fund's total assets are invested in any one issuer (except the U.S. government,
its agencies and instrumentalities).

Except as otherwise provided in Investment Restriction (9), for the
purpose of such restriction in determining industry classification with respect
to the Funds other than the International Funds and the Technology Fund,
Northern Funds intends to use the industry classification titles in the Standard
Industrial Classification Manual. With respect to the International Funds,
Northern Funds intends to use the Morgan Stanley Capital International industry
classification titles. With respect to the Technology Fund, Northern Funds
intends to consider an issuer to be principally engaged in technology business
activities if such issuer is listed in the Morgan Stanley Index, the H&Q Index,
the SoundView Technology Index, the technology grouping of the S&P 500 Index or
any other comparable index. The freedom of action reserved in Investment
Restriction (9) above with respect to U.S. branches of foreign banks is subject
to the requirement that they are subject to the same regulation as domestic
branches of U.S. banks, and such freedom with respect to foreign branches of
U.S. banks is subject to the requirement that the domestic parent be
unconditionally liable in the event that a foreign branch fails to pay on its
instruments for any reason. Securities held in escrow or separate accounts in
connection with the Funds' investment practices described in this Additional
Statement and in the Prospectus are not deemed to be mortgaged, pledged or
hypothecated for purposes of the foregoing Investment Restrictions.

A security is considered to be issued by the entity, or entities, whose
assets and revenues back the security. A guarantee of a security is not deemed
to be a security issued by the guarantor when the value of all securities issued
and guaranteed by the guarantor, and owned by a Fund, does not exceed 10% of the
value of the Fund's total assets.

The Money Market, U.S. Government Money Market, U.S. Government Select
Money Market, Municipal Money Market and California Municipal Money Market Funds
intend, as a non-fundamental policy, to diversify their investments in
accordance with current SEC regulations. Investments in the securities of any
single issuer (excluding cash, cash items, certain repurchase agreements, U.S.
Government securities and securities of other investment companies) will be
limited to not more than 5% of the value of a Fund's total assets at the time of
purchase, except that (a) 25% of the total assets of the California Municipal
Money Market Fund may be invested in fewer than five issuers; and 25% of the
value of the total assets of the other Money Market Funds may be invested in the
securities of any one issuer for a period of up to three Business Days. A
security that has an unconditional guarantee meeting special SEC requirements (a
"Guarantee") does not need to satisfy the foregoing issuer diversification
requirements that would otherwise apply, but the Guarantee is instead subject to
the following diversification requirements: Immediately after the acquisition of
the security, a Money Market Fund may not have invested more than 10% of its
total assets in securities issued by

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<PAGE> 211

or subject to Guarantees from the same person, except that a Fund, subject to
certain conditions, may invest up to 25% of its total assets in securities
issued or subject to Guarantees of the same persons. This percentage is 100% if
the Guarantee is issued by the U.S. Government or an agency thereof. In
addition, the Municipal Money Market and California Municipal Money Market Funds
will limit their investments in certain conduit securities that are not in the
highest rating category as prescribed by SEC regulations ("Second Tier
Securities") to 5% of their total assets, with investments in any one such
issuer being limited to no more than 1% of a Fund's total assets or $1 million,
whichever is greater, measured at the time of purchase. Conduit securities
subject to this limitation are municipal instruments that are not subject to a
Guarantee and involve an arrangement whereunder a person, other than a municipal
issuer, provides for or secures repayment of the security and are not: (i) fully
and unconditionally guaranteed by a municipal issuer; or (ii) payable from the
general revenues of the municipal issuer or other municipal issuers; or (iii)
related to a project owned and operated by a municipal issuer; or (iv) related
to a facility leased to and under the control of an industrial or commercial
enterprise that is part of a public project which, as a whole, is owned and
under the control of a municipal issuer. The Money Market, U.S. Government and
U.S. Government Select Money Market Funds will limit their investments in all
Second Tier Securities (that are not subject to Guarantees) in accordance with
the foregoing percentage limitations.

In addition to the foregoing, each Money Market Fund is subject to
additional diversification requirements imposed by SEC regulations on the
acquisition of securities subject to other types of demand features and puts
whereunder a Fund has the right to sell the securities to third parties.

Each Investment Restriction which involves a maximum percentage (other
than the restriction set forth above in Investment Restriction (10)) will not be
considered violated unless an excess over the percentage occurs immediately
after, and is caused by, an acquisition or encumbrance of securities or assets
of the Fund. The 1940 Act requires that if the asset coverage for borrowings at
any time falls below the limits described in Investment Restriction (10), the
Fund involved will, within three days thereafter (not including Sundays and
holidays), reduce the amount of its borrowings to an extent that the net asset
coverage of such borrowings shall conform to such limits.

Although the foregoing Investment Restrictions would permit the Money
Market Funds to acquire options, enter into forward currency contracts and
engage in short sales and interest rate and currency swaps, they are not
currently permitted to engage in these transactions under SEC regulations. In
addition, the U.S. Government Select Money Market Fund does not intend to
purchase any bank or corporate obligation during the current fiscal year.

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<PAGE> 212

ADDITIONAL TRUST INFORMATION

CLASSIFICATION AND HISTORY

Northern Funds is an open-end, management investment company. Each Fund
is classified as diversified under the 1940 Act, except the California Municipal
Money Market, California Intermediate Tax-Exempt, Florida Intermediate
Tax-Exempt, Arizona Tax-Exempt, California Tax-Exempt and International Fixed
Income Funds. Each Fund is a series of the Trust which was formed as a
Massachusetts business trust on October 12, 1993 under an Agreement and
Declaration of Trust.

TRUSTEES AND OFFICERS

Information pertaining to the Trustees and officers of Northern Funds
is set forth below.

Mr. Silas S. Cathcart,*** Chairman of the Board and President,
Age 73 222 Wisconsin Avenue, Suite 305, Lake Forest, Illinois 60045. Chairman of
Kidder Peabody Inc. from May 1987 until his retirement in December 1989.
Director of General Electric Co., Baxter International, Inc. (worldwide
development, distribution and manufacture of health care products, systems and
services), The Quaker Oats Co., Montgomery Ward, American Academics, Inc., and
Allegiance Corporation (healthcare products, systems and services). Retired
Director and Trustee of Illinois Tool Works, Inc., and Bradley Trust,
respectively.

Mr. James W. Cozad, Trustee, Age 72, 12094 Lost Tree Way,
North Palm Beach, Florida 33408. Vice Chairman of Amoco Corporation from
September 1983 to December 1989 and Chairman and CEO of Whitman Corporation
(holding company for Pepsi-Cola General Bottlers, Inc.), Midas International
Corporation (automotive services) and Hussmann Corporation (refrigeration
systems and equipment) from January 1990 until his retirement in May 1992.
Retired Director of Whitman Corporation, Eli Lilly and Company (life science
products), Inland Steel Company, Inland Steel Industries, Inc., Sears, Roebuck &
Company and GATX Corporation (transportation, distribution and warehousing).

Mr. Wesley M. Dixon, Jr.,* Trustee, Age 71, 400 Skokie Blvd.,
Suite 300, Northbrook, Illinois 60062. Director of Earl Kinship Capital
Corporation since 1985. Vice Chairman and Director of G.D. Searle & Co.
(manufacture and sale of food products and pharmaceuticals) from 1977 to 1983
and President of G.D. Searle & Co. prior thereto.

Mr. William J. Dolan, Jr., Trustee, Age 67, 1534 Basswood
Circle, Glenview, Illinois 60025. Partner of Arthur Andersen & Co. S.C.
(accounting firm) from 1966 until his retirement in December 1989. Financial
Consultant, Ernst & Young from 1992 to 1993 and 1997, Director of Household
Bank, Federal Savings Bank since May 1995, and Director of First Central
National Life Insurance Company since July 1998.

- ----------

* Messrs. Cathcart and Dixon are first cousins.

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<PAGE> 213

Mr. Raymond E. George, Jr.,** Trustee, Age 69, 703 Prospect
Avenue, Winnetka, Illinois 60093. Senior Vice President and Senior Fiduciary
Officer of The Northern Trust Company from 1990 until his retirement in October
1993.

Mr. Michael E. Murphy,** Trustee, Age 62, Suite 2222, 20 South
Clark Street, Chicago, Illinois, 60603. President of Sara Lee Foundation since
November 1997. Vice Chairman and Chief Administrative Officer of Sara Lee
Corporation (consumer products) from November 1994 to October 1997. Vice
Chairman and Chief Financial and Administrative Officer of Sara Lee Corporation
from July 1993 to November 1994. Executive Vice President and Chief Financial
and Administrative Officer of Sara Lee Corporation from June 1979 to June 1993.
Director of Payless Shoe Source, Inc., True North Communications, Inc., American
General Corporation, GATX Corporation, and Bassett Furniture Industries, Inc.

Mary Jacobs Skinner, Esquire,** Trustee, Age 41, One First
National Plaza, Chicago, Illinois 60603. Partner in the law firm of Sidley &
Austin.

Miriam M. Allison, Vice President and Treasurer, Age 52, 207
E. Buffalo Street, Suite 400, Milwaukee, Wisconsin 53202. President and Director
of Sunstone Financial Group, Inc. since 1990, President and Treasurer of
Sunstone Distribution Services, LLC since October 1996, President of Northern
Funds Distributors, LLC since August 1998 and Vice President of Firstar Trust
Company prior thereto.

Mary M. Tenwinkel, Vice President, Age 51, 207 E. Buffalo
Street, Suite 400, Milwaukee, Wisconsin 53202. Vice President of Sunstone
Financial Group, Inc. since August of 1993 and Senior Vice President since
January, 1996, Vice President of Sunstone Distribution Services, LLC from
October 1996 to July 1998, and First Vice President and head of Personal
Services Group at Firstar Trust Company prior thereto.

Anita M. Zagrodnik, Assistant Treasurer, Age 39, 207 E.
Buffalo Street, Suite 400, Milwaukee, Wisconsin 53202. Vice President of
Sunstone Financial Group, Inc. since 1994. Client Services Manager of Sunstone
Financial Group, Inc. from 1990 to 1994.

Jeffrey A. Dalke, Secretary, Age 48, One Logan Square, 18th
and Cherry Streets, Philadelphia, Pennsylvania 19103. Partner in the law firm of
Drinker Biddle & Reath LLP.

Certain of the Trustees and officers and the organizations with which
they are associated have had in the past, and may have in the future,
transactions with Northern Trust, Sunstone and their respective affiliates.
Northern Funds has been advised by such Trustees and officers that all such
transactions have been and are expected to be in the ordinary course of business
and the terms of such transactions, including all loans and loan commitments by
such persons, have been and are expected to be substantially the same as the
prevailing terms for comparable transactions for other customers. Ms. Allison
holds similar positions with one or more investment companies that are
distributed by

- ----------

** Messrs. Cathcart, George and Murphy, and Ms. Skinner are considered to
be "interested persons" of Northern Funds as defined in the 1940 Act.

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<PAGE> 214

Sunstone. As a result of the responsibilities assumed by Northern Trust under
its Advisory Agreement, Transfer Agency Agreement and Custodian Agreement and by
Sunstone under its Administration Agreement and Distribution Agreement, Northern
Funds itself requires no employees.

Each Trustee, except the Chairman, earns an annual fee of $25,000 and
an additional fee of $1,250 for each meeting attended, plus reimbursement of
expenses incurred as a Trustee. The Chairman of the Board earns an annual fee of
$30,000 and an additional fee of $1,250 for each meeting attended, plus
reimbursement of expenses incurred as a Trustee. Northern Funds' officers do not
receive fees from Northern Funds for services in such capacities, although
Sunstone, of which Mmes. Allison, Tenwinkel and Zagrodnik are also officers,
receives fees from Northern Funds for administrative services. Drinker Biddle &
Reath LLP, of which Mr. Dalke is a partner, receives legal fees as counsel to
Northern Funds.

For the fiscal year ended March 31, 1999, the Trustees received the
following compensation:

<TABLE>
<CAPTION>
Pension or
Retirement Total
Aggregate Benefits Accrued Compensation
Compensation from as Part of Trust from the Trust
Name of Trustee the Trust Expense Complex*
--------------- --------- ------- --------
<S> <C> <C> <C>
Silas S. Cathcart $35,000 None $35,000
James W. Cozad $30,000 None $30,000
Wesley M. Dixon, Jr. $27,500 None $27,500
William J. Dolan, Jr. $30,000 None $30,000
Raymond E. George, Jr. $30,000 None $30,000
Michael E. Murphy $30,000 None $30,000
Mary Jacobs Skinner(1) $22,500 None $22,500
</TABLE>

* This column presents the same information as the first column because none of
the Trustees served on a board of another mutual fund related to the Trust.

(1) Ms. Skinner was appointed to the Board of Trustees on September 18, 1998.

INVESTMENT ADVISER, TRANSFER AGENT AND CUSTODIAN

Northern Trust is a wholly-owned subsidiary of The Northern Trust
Corporation, a Chicago-based multi-bank holding company with subsidiaries in
Colorado, Illinois, Florida, Michigan, New York, Arizona, Georgia, California
and Texas. Northern Trust has for more than 100 years managed the assets of
individuals, charitable organizations, foundations and large corporate
investors. One of the nation's leading providers of trust and investment
management services, Northern Trust first entered the mutual fund business in
1983 by offering money market funds to institutional clients. As part of its
investment advisory services, Northern Trust offers extensive research services
to its clients. As of the date of this Additional Statement, nearly 300
financial institutions nationwide purchase

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<PAGE> 215

Northern Trust's economic advisory services. As of March 31, 1999, Northern
Trust Corporation and its subsidiaries had approximately $27.6 billion in assets
and $16.6 billion in deposits. Northern Trust is one of the strongest banking
organizations in the United States and its clients include public and private
retirement funds, endowments, foundations, trusts, corporations and individuals.
Northern Funds complements the banking and personal trust services available
through Northern Trust by allowing Northern Trust's banking and trust clients to
consolidate the management of their finances and thereby move one step closer to
one-stop financial shopping. Northern Funds utilizes a state-of-the-art investor
services center. Also, trained investment representatives are available at
Northern Trust's offices to assist investors in allocating their investments.
Northern Trust believes it has built its organization by serving clients with
integrity, a commitment to quality, and personal attention. Its stated mission
with respect to all its financial products and services is to achieve unrivaled
client satisfaction. Northern Trust manages the Funds through a team of
professionals, led by portfolio managers who follow a disciplined process to
develop investment strategies. The purpose of this approach is to promote
consistent management. The portfolio managers draw upon the resources of
Northern Trust's research department with specialists in economic analysis,
investment strategy, credit quality and tax law, and which supplies information
on interest rates, GNP growth, corporate profits and other factors. NTQA, also a
wholly-owned subsidiary of Northern Trust Corporation, serves as investment
adviser principally to defined benefit and defined contribution plans and
manages over 60 equity and bond commingled and common trust funds. As of March
31, 1999, the Investment Advisers and their affiliates administered
approximately $1.3 trillion in assets, including $242.7 billion for which the
Investment Advisers had investment management responsibility, for clients
including public and private retirement funds, endowments, foundations, trusts,
corporations, other investment companies and individuals.

Subject to the general supervision of the Board of Trustees, Northern
Trust makes decisions with respect to and places orders for all purchases and
sales of portfolio securities for the Funds (other than the Stock Index, Small
Cap Index and Small Cap Funds), and also provides certain ancillary services.
NTQA provides similar services to the Stock Index, Small Cap Index and Small Cap
Funds. The Investment Advisers are also responsible for monitoring and
preserving the records required to be maintained under the regulations of the
SEC (with certain exceptions unrelated to its activities for Northern Funds). In
making investment recommendations for the Funds, investment advisory personnel
may not inquire or take into consideration whether issuers of securities
proposed for purchase or sale for the Funds' accounts are customers of Northern
Trust's commercial banking department. These requirements are designed to
prevent investment advisory personnel for the Funds from knowing which companies
have commercial business with Northern Trust and from purchasing securities
where they know the proceeds will be used to repay loans to the bank.

Northern Funds' Investment Advisory and Ancillary Services Agreement
with Northern Trust and NTQA (the "Advisory Agreement") has been approved by the
Board of Trustees, including the "non-interested" Trustees, and the initial
shareholder of Northern Funds. The Advisory Agreement provides that in executing
portfolio transactions and in selecting brokers or dealers (a) with respect to
common and preferred stocks, the Investment Advisers shall use their best
judgment to obtain the best overall terms available, and (b) with respect to
other securities, the Investment Advisers shall attempt to obtain best net price
and execution. Transactions on U.S. stock exchanges involve the payment of
negotiated brokerage commissions. On exchanges on which commissions are
negotiated, the cost of transactions may vary among different brokers.

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<PAGE> 216

In assessing the best overall terms available for any transaction, the
Investment Advisers are to consider all factors they deem relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms available and in
selecting the broker or dealer to execute a particular transaction, the
Investment Advisers may consider the brokerage and research services provided to
the Funds and/or other accounts over which the Investment Advisers or an
affiliate of the Investment Advisers exercise investment discretion. A broker or
dealer providing brokerage and/or research services may receive a higher
commission than another broker or dealer would receive for the same transaction.
These brokerage and research services may include industry and company analyses,
portfolio services, quantitative data, market information systems and economic
and political consulting and analytical services.

Supplemental research information so received is in addition to, and
not in lieu of, services required to be performed by the Investment Advisers and
does not reduce the advisory fees payable to the Investment Advisers by the
Funds. The Trustees will periodically review the commissions paid by the Funds
to consider whether the commissions paid over representative periods of time
appear to be reasonable in relation to the benefits inuring to the Funds. It is
possible that certain of the supplemental research or other services received
will primarily benefit one or more other investment companies or other accounts
for which investment discretion is exercised. Conversely, a Fund may be the
primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other account or investment company.

For the fiscal years or periods indicated, the amount of commissions
paid by each Fund was as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999 March 31, 1998 March 31, 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Income Equity Fund $36,166 $91,382 $67,369
Stock Index Fund $12,651 $32,541 $27,972
Growth Equity Fund $252,010 $475,781 $364,847
Select Equity Fund $119,043 $312,832 $96,747
Mid Cap Growth Fund(1) $46,823 N/A N/A
Small Cap Fund $137,526 $324,908 $170,785
International Growth Equity Fund $1,717,776 $1,455,258 $2,043,586
International Select Equity Fund $1,024,518 $610,796 $634,588
Technology Fund $84,102 $79,005 $40,228
</TABLE>

1. The Mid Cap Growth Fund commenced operations on March 31, 1998.

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<PAGE> 217

No commissions were paid by the Funds to any "affiliated" persons (as
defined in the 1940 Act) of the Funds. Transactions on foreign stock exchanges
involve payment for brokerage commissions which are generally fixed.
Over-the-counter issues, including corporate debt and government securities, are
normally traded on a "net" basis (i.e., without commission) through dealers, or
otherwise involve transactions directly with the issuer of an instrument. With
respect to over-the-counter transactions, the Investment Advisers will normally
deal directly with dealers who make a market in the instruments involved except
in those circumstances where more favorable prices and execution are available
elsewhere. The cost of foreign and domestic securities purchased from
underwriters includes an underwriting commission or concession, and the prices
at which securities are purchased from and sold to dealers include a dealer's
mark-up or mark-down.

Northern Funds is required to identify any securities of its "regular
brokers or dealers" or their parents which Northern Funds acquired during its
most recent fiscal year.

During the fiscal year ended March 31, 1999, the Money Market Fund
acquired or sold securities of Bear Stearns & Co., Inc., Morgan (J.P.) & Co.,
Inc. and Lehman Brothers, Inc. As of March 31, 1999 the Money Market Fund owned
securities of Bear Stearns & Co., Inc., Morgan (J.P.) & Co. and Lehman Brothers,
Inc. in the amounts of $25,001,000, $55,374,000 and $335,214,000 respectively.

During the fiscal year ended March 31, 1999, the U.S. Government Money
Market Fund acquired or sold securities of ABN-AMRO and Lehman Brothers, Inc. As
of March 31, 1999, the U.S. Government Money Market Fund owned securities of
ABN-AMRO and Lehman Brothers, Inc. in the amounts of $20,000,000 and $28,564,000
respectively.

During the fiscal year ended March 31, 1999, the U.S. Government Select
Money Market Fund did not acquire or sell securities of its regular
broker-dealers.

During the fiscal year ended March 31, 1999, the Municipal Money Market
Fund did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the California Municipal
Money Market Fund did not acquire or sell securities of its regular
broker-dealers.

During the fiscal year ended March 31, 1999, the U.S. Government Fund
did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the Intermediate
Tax-Exempt Fund did not acquire or sell securities of its regular
broker-dealers.

During the fiscal year ended March 31, 1999; the Florida Intermediate
Tax-Exempt Fund did not acquire or sell securities of its regular
broker-dealers.

During the fiscal year ended March 31, 1999, the Fixed Income Fund
acquired or sold securities of Donaldson, Lufkin & Jenrette and Lehman Brothers,
Inc. As of March 31, 1999, the Fixed Income Fund owned securities of Lehman
Brothers, Inc. in the amount of $4,399,000.

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<PAGE> 218

During the fiscal year ended March 31, 1999, the Tax-Exempt Fund did
not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the California Tax-Exempt
Fund did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the International Fixed
Income Fund sold securities of Banque Paribas. As of March 31, 1999, the
International Fixed Income Fund did not own securities of its regular
broker-dealers.

During the fiscal year ended March 31, 1999, the High Yield Municipal
Fund did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the High Yield Fixed
Income Fund did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the Income Equity Fund did
not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the Stock Index Fund
acquired or sold securities of Merrill Lynch & Co., Inc. As of March 31, 1999,
the Stock Index Fund owned securities of Merrill Lynch & Co., Inc. in the amount
of $478,000.

During the fiscal year ended March 31, 1999, the Growth Equity Fund
acquired or sold securities of Merrill Lynch & Co., Inc. and Morgan Stanley Dean
Witter & Co. As of March 31, 1999, the Growth Equity Fund owned securities of
Merrill Lynch & Co., Inc. and Morgan Stanley Dean Witter & Co. in the amount of
$3,997,000 and $3,898,000.

During the fiscal year ended March 31, 1999, the Select Equity Fund
acquired or sold securities of Merrill Lynch & Co., Inc. As of March 31, 1999,
the Select Equity Fund owned securities of Merrill Lynch & Co., Inc. in the
amount of $619,000.

During the fiscal year ended March 31, 1999, the Mid Cap Growth Fund
did not acquire or sell securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the Small Cap Fund sold
securities of Banque Paribas. As of March 31, 1999, the Small Cap Fund did not
own securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999, the International Growth
Equity Fund sold securities of Deutsche Bank and Societe Generale Securities. As
of March 31, 1999 the International Growth Equity Fund did not own securities of
its regular broker-dealers.

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<PAGE> 219

During the fiscal year ended March 31, 1999, the International Select
Equity Fund sold securities of Banque Paribas and Societe Generale. As of March
31, 1999, the International Select Equity Fund did not own securities of its
regular broker-dealers.

During the fiscal year ended March 31, 1999, the Technology Fund sold
securities of Banque Paribas. As of March 31, 1999, the Technology Fund did not
own securities of its regular broker-dealers.

During the fiscal year ended March 31, 1999 the Small Cap Index Fund,
Short-Intermediate U.S. Government Fund, California Intermediate Tax-Exempt Fund
and Arizona Tax-Exempt Fund had not yet commenced operations.

During the fiscal year ending March 31, 1999, Northern Funds directed
brokerage transactions to brokers because of research services provided. The
amount of such transactions and related commissions were as follows: for the
Income Equity Fund, $65,524,789 in research commission transactions and $30,231
in research commissions; for the Stock Index Fund, $32,559,925 in research
commission transactions and $12,014 in research commissions; for the Growth
Equity Fund, $242,523,742 in research commission transactions and $239,086 in
research commissions; for the Select Equity Fund, $112,947,776 in research
commission transactions and $94,548 in research commissions; for the Mid Cap
Growth Fund, $79,512,853 in research commission transactions and $37,383 in
research commissions; for the Small Cap Fund, $19,684,916 in research commission
transactions and $17,506 in research commissions; for the International Growth
Equity Fund, $405,230,730 in research commission transactions and $1,067,083 in
research commissions; for the International Select Equity Fund, $196,523,961 in
research commission transactions and $573,230 in research commissions; and for
the Technology Fund, $227,815,831 in research commission transactions and
$77,653 in research commissions.

The Funds may participate, if and when practicable, in bidding for the
purchase of portfolio securities directly from an issuer in order to take
advantage of the lower purchase price available to members of a bidding group.
The Funds will engage in this practice, however, only when the Investment
Advisers believe such practice to be in the Funds' interests.

Northern Trust's investment advisory duties for Northern Funds are
carried out through its Trust Department. On occasions when an Investment
Adviser deems the purchase or sale of a security to be in the best interests of
a Fund as well as other fiduciary or agency accounts managed by it (including
any other portfolio, investment company or account for which an Investment
Adviser acts as adviser), the Agreement provides that the Investment Adviser, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased for such Fund with those to be sold or
purchased for such other accounts in order to obtain the best overall terms
available with respect to common and preferred stocks and the best net price and
execution with respect to other securities. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Investment Adviser in the manner it considers
to be most equitable and consistent with its fiduciary obligations to the Fund
and other accounts involved. In some instances, this procedure may adversely
affect the size of the position obtainable for the Fund or the amount of the
securities that are able to be sold for the Fund. To the extent that the
execution and price available from more than one broker or dealer are believed
to be comparable, the Agreement

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<PAGE> 220

permits each Investment Adviser, at its discretion but subject to applicable
law, to select the executing broker or dealer on the basis of the Investment
Adviser's opinion of the reliability and quality of the broker or dealer.

The Advisory Agreement provides that the Investment Advisers may render
similar services to others so long as their services under such Agreement are
not impaired thereby. The Advisory Agreement also provides that Northern Funds
will indemnify the Investment Advisers against certain liabilities (including
liabilities under the federal securities laws relating to untrue statements or
omissions of material fact and actions that are in accordance with the terms of
the Agreement) or, in lieu thereof, contribute to resulting losses.

From time to time, the Investment Advisers may voluntarily waive a
portion or all of their fees otherwise payable to it with respect to the Funds.

For the fiscal years or periods indicated, Northern Trust received
advisory fees, after fee waivers, as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended March Fiscal Year Ended
March 31, 1999(1) 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------------
<S> <C> <C> <C>
Money Market Fund $15,349,562 $9,490,597 $5,197,260
U.S. Government Money Market Fund $1,730,444 $1,364,316 $950,352
U.S. Government Select Money Market Fund $1,450,638 $673,956 $297,792
Municipal Money Market Fund $8,162,930 $6,064,365 $4,796,468
California Municipal Money Market Fund $1,091,368 $719,108 $494,616
U.S. Government Fund $1,895,842 $1,527,868 $1,199,667
Intermediate Tax-Exempt Fund $2,242,387 $1,973,661 $1,741,679
Florida Intermediate Tax-Exempt Fund $196,206 $125,977 $ 0
Fixed Income Fund $1,752,818 $1,105,332 $779,240
Tax-Exempt Fund $1,365,071 $1,035,810 $874,423
California Tax-Exempt Fund $404,924 $88,551 N/A
International Fixed Income Fund $118,107 $129,287 $111,384
High Yield Municipal Fund $0 N/A N/A
High Yield Fixed Income Fund $0 N/A N/A
Income Equity Fund $978,113 $818,335 $519,235
Stock Index Fund(4) $490,454 $226,431 $ 0
</TABLE>

65
<PAGE> 221

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended March Fiscal Year Ended
March 31, 1999(1) 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------------
<S> <C> <C> <C>
Growth Equity Fund $4,529,273 $3,339,695 $2,267,044
Select Equity Fund $1,249,368 $802,297 $369,460
Mid Cap Growth Fund $216,101 N/A N/A
Small Cap Fund(4) $2,669,690 $2,460,252 $1,468,705
International Growth Equity Fund $1,946,058 $1,756,185 $1,817,708
International Select Equity Fund $1,195,310 $1,138,571 $1,111,449
Technology Fund $1,757,940 $754,963 $198,909
</TABLE>

1. The High Yield Municipal and High Yield Fixed Income Funds commenced
operations on December 31, 1998 and the Mid Cap Growth Fund commenced
operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

3. The Florida Intermediate Tax-Exempt Fund commenced operations on August
15, 1996; the Stock Index Fund commenced operations on October 7, 1996
and the Technology Fund commenced operations on April 1, 1996.

4. NTQA assumed investment advisory responsibilities for these Funds on
April 1, 1998.

For the fiscal years or periods indicated, Northern Trust voluntarily
waived and reimbursed advisory fees for each of the Funds as follows:

66
<PAGE> 222

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------------- ---------------
<S> <C> <C> <C>
High Yield Fixed Income Fund $41,621 N/A N/A
Income Equity Fund $172,607 $144,411 $138,239
Stock Index Fund(4) $245,227 $117,685 $70,191
Growth Equity Fund $799,277 $589,353 $440,662
Select Equity Fund $514,443 $330,356 $209,152
Mid Cap Growth Fund $93,569 N/A N/A
Small Cap Fund(4) $1,099,279 $1,013,041 $639,770
International Growth Equity Fund $389,208 $351,234 $368,198
International Select Equity Fund $239,060 $227,712 $225,196
Technology Fund $351,585 $150,991 $89,958
</TABLE>

1. The High Yield Municipal and High Yield Fixed Income Funds commenced
operations on December 31, 1998 and the Mid Cap Growth Fund commenced
operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

4. NTQA assumed investment advisory responsibilities for these Funds on
April 1, 1998.

Under its Transfer Agency Agreement with Northern Funds, Northern Trust
has undertaken, among other things, to perform the following services: (1)
answer shareholder inquiries and respond to requests for information regarding
Northern Funds; (2) process purchase and redemption transactions; (3) establish
and maintain shareholder accounts and subaccounts; (4) furnish confirmations in
accordance with applicable law, and provide periodic account statements to each
shareholder; (5) furnish proxy statements and proxies, annual and semi-annual
financial statements, and dividend, distribution and tax notices to
shareholders; (6) act as income disbursing agent; and (7) maintain appropriate
records relating to its services. Northern Trust may appoint one or more
sub-transfer agents in the performance of its services.

As compensation for the services rendered by Northern Trust under the
Transfer Agency Agreement and the assumption by Northern Trust of related
expenses, Northern Trust is entitled to a fee from Northern Funds, payable
monthly, at an annual rate of .10% of the average daily net asset value of each
of the Funds.

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<PAGE> 223

For the fiscal years or periods indicated, the amount of transfer
agency fees incurred by each of the Funds was as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------
<S> <C> <C> <C>
Money Market Fund $3,837,356 $2,372,628 $1,299,295
U.S. Government Money Market Fund $432,607 $341,076 $244,185
U.S. Government Select Money Market Fund $362,656 $217,819 $119,115
Municipal Money Market Fund $2,040,714 $1,516,077 $1,199,098
California Municipal Money Market Fund $272,840 $214,526 $164,871
U.S. Government Fund $252,777 $203,714 $164,123
Intermediate Tax-Exempt Fund $320,338 $281,949 $251,858
Florida Intermediate Tax-Exempt Fund $29,284 $20,290 $6,302
Fixed Income Fund $233,707 $147,377 $108,797
Tax-Exempt Fund $195,008 $147,971 $129,549
California Tax-Exempt Fund $57,846 $18,926 N/A
International Fixed Income Fund $14,885 $15,480 $16,224
High Yield Municipal Fund $1,408 N/A N/A
High Yield Fixed Income Fund $5,549 N/A N/A
Income Equity Fund $115,071 $96,274 $65,560
Stock Index Fund $122,613 $57,352 $8,670
Growth Equity Fund $532,850 $392,901 $270,025
Select Equity Fund $146,983 $94,387 $48,045
Mid Cap Growth Fund $30,967 N/A N/A
Small Cap Fund $314,078 $289,438 $175,244
International Growth Equity Fund $194,604 $175,617 $181,765
International Select Equity Fund $119,530 $113,856 $111,143
</TABLE>

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<PAGE> 224

1. The High Yield Municipal and High Yield Fixed Income Funds commenced
operations on December 31, 1998 and the Mid Cap Growth Fund commenced
operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

3. The Florida Intermediate Tax-Exempt Fund commenced operations on August
15, 1996; the Stock Index Fund commenced operations on October 7, 1996;
and the Technology Fund commenced operations on April 1, 1996.

Northern Trust maintains custody of the assets of the Funds (other than
the International Funds) pursuant to the terms of its Custodian Agreement with
Northern Funds. Northern Trust maintains custody of the assets of the
International Funds pursuant to the terms of its Foreign Custody Agreement with
Northern Funds. Under each of these agreements, Northern Trust (l) holds each
Fund's cash and securities, (2) maintains such cash and securities in separate
accounts in the name of the Fund, (3) makes receipts and disbursements of funds
on behalf of the Fund, (4) receives, delivers and releases securities on behalf
of the Fund, (5) collects and receives all income, principal and other payments
in respect of the Fund's investments held by Northern Trust under the agreement,
and (6) maintains the accounting records of Northern Funds. Northern Trust may
employ one or more subcustodians under the Custody Agreement, provided that
Northern Trust shall, subject to certain monitoring responsibilities, have no
more responsibility or liability to Northern Funds on account of any action or
omission of any subcustodian so employed than such subcustodian has to Northern
Trust and that the responsibility or liability of the subcustodian to Northern
Trust shall conform to the resolution of the Trustees of Northern Funds
authorizing the appointment of the particular subcustodian. Northern Trust may
also appoint an agent to carry out such of the provisions of the Custody
Agreement as Northern Trust may from time to time direct. Under its Foreign
Custody Agreement, Northern Trust has entered into agreements with financial
institutions and depositories located in foreign countries with respect to the
custody of the International Funds' foreign securities.

As compensation for the services rendered to each Fund (other than the
International Funds) under the Custodian Agreement, and the assumption by
Northern Trust of certain related expenses, Northern Trust is entitled to
payment from each of the Funds as follows: (a) a basic custodial fee of (i)
$18,000 annually for each Fund, plus (ii) 1/100th of 1% annually of each Fund's
average daily net assets to the extent they exceed $100 million, plus (b) a
basic accounting fee of (i) $25,000 annually for each Fund, plus (ii) 1/100th of
1% annually of each Fund's average daily net assets to the extent they exceed
$50 million, plus (c) a fixed dollar fee for each trade in portfolio securities,
plus (d) a fixed dollar fee for each time that Northern Trust as Custodian
receives or transmits funds via wire, plus (e) reimbursement of expenses
incurred by Northern Trust as Custodian for telephone, postage, courier fees,
office supplies and duplicating. The fees referred to in clauses (c) and (d) are
subject to annual upward adjustments based on increases in the Consumer Price
Index for All Urban Consumers, provided that Northern Trust may permanently or
temporarily waive all or any portion of any upward adjustment.

As compensation for the services rendered to the International Funds
under the Foreign Custody Agreement, and the assumption by Northern Trust of
certain related expenses, Northern Trust

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<PAGE> 225

is entitled to payment from each of those Funds as follows: (i) $35,000 annually
for each Fund, plus (ii) 9/100th of 1% annually of each Fund's average daily net
assets, plus (iii) reimbursement for fees incurred by Northern Trust as foreign
Custodian for telephone, postage, courier fees, office supplies and duplicating.
As compensation for basic accounting services rendered to the International
Funds by Northern Trust, Northern Trust is entitled to receive $25,000 for the
first $50 million of each of those Fund's average daily net assets and 1/100th
of 1% of each Fund's average daily net assets in excess of $50 million.

Northern's fees under the Custodian Agreement and Foreign Custody
Agreement are subject to reduction based on the Funds' daily uninvested cash
balances (if any).

[End of Page.]

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<PAGE> 226

For the fiscal years or periods indicated, the amount of custody and
fund accounting fees incurred by each of the Funds was as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------------- ---------------
<S> <C> <C> <C>
Money Market Fund $844,081 $540,182 $319,698
U.S. Government Money Market Fund $136,794 $114,701 $90,285
U.S. Government Select Money Market Fund $110,597 $79,062 $61,237
Municipal Money Market Fund $478,551 $358,220 $280,150
California Municipal Money Market Fund $100,159 $86,643 $72,486
U.S. Government Fund $85,772 $72,223 $65,101
Intermediate Tax-Exempt Fund $103,042 $91,127 $87,303
Florida Intermediate Tax-Exempt Fund $48,986 $46,979 $31,173
Fixed Income Fund $84,111 $64,094 $57,834
Tax-Exempt Fund $78,492 $64,384 $60,461
California Tax-Exempt Fund $50,725 $48,223 N/A
International Fixed Income Fund $77,396 $74,075 $75,592
High Yield Municipal Fund $14,132 N/A N/A
High Yield Fixed Income Fund $14,132 N/A N/A
Income Equity Fund $61,425 $56,325 $54,136
Stock Index Fund $122,803 $133,408 $64,425
Growth Equity Fund $143,431 $115,833 $92,102
Select Equity Fund $72,051 $60,090 $51,726
Mid Cap Growth Fund $44,274 N/A N/A
Small Cap Fund $141,187 $136,631 $88,231
International Growth Equity Fund $257,479 $228,550 $239,257
International Select Equity Fund $182,139 $167,301 $168,250
</TABLE>

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<PAGE> 227

1. The High Yield Municipal and High Yield Fixed Income Funds commenced
operations on December 31, 1998 and the Mid Cap Growth Fund commenced
operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

Unless sooner terminated, Northern Funds' Advisory Agreement, Transfer
Agency Agreement, Custodian Agreement and Foreign Custody Agreement will
continue in effect with respect to a particular Fund until March 31, 2000, and
thereafter for successive 12-month periods, provided that the continuance is
approved at least annually (a) by the vote of a majority of the Trustees who are
not parties to the agreement or "interested persons" (as such term is defined in
the 1940 Act) of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval and (b) by the Trustees or by the vote of a
majority of the outstanding shares of the Fund (as defined under "Description of
Shares"). Each agreement is terminable at any time without penalty by Northern
Funds (by specified Trustee or shareholder action) on 60 days' written notice to
Northern Trust (or NTQA) and by Northern Trust (or NTQA) on 60 days' written
notice to Northern Funds.

Banking laws and regulations currently prohibit a bank holding company
registered under the Federal Bank Holding Company Act of 1956 or any bank or
non-bank affiliate thereof from sponsoring, organizing, controlling or
distributing the shares of a registered open-end investment company continuously
engaged in the issuance of its shares, but such banking laws and regulations do
not prohibit such a holding company or affiliate or banks generally from acting
as investment adviser, transfer agent or custodian to such an investment
company, or from purchasing shares of such a company as agent for and upon the
order of customers. Northern Trust and NTQA believe that they may perform the
services contemplated by their agreements with Northern Funds without violation
of such banking laws or regulations, which are applicable to them. It should be
noted, however, that future changes in either federal or state statutes and
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, as well as future judicial or administrative
decisions or interpretations of current and future statutes and regulations,
could prevent Northern Trust and NTQA from continuing to perform such services
for Northern Funds.

Should future legislative, judicial or administrative action prohibit
or restrict the activities of Northern Trust or NTQA in connection with the
provision of services on behalf of Northern Funds, Northern Funds might be
required to alter materially or discontinue its arrangements with Northern Trust
and NTQA and change its method of operations. It is not anticipated, however,
that any change in Northern Funds' method of operations would affect the net
asset value per share of any Fund or result in a financial loss to any
shareholder. Moreover, if current restrictions preventing a bank from legally
sponsoring, organizing, controlling or distributing shares of an open-end
investment company were relaxed, Northern Funds expects that Northern Trust and
its affiliates would consider the possibility of offering to perform some or all
of the services now provided by Sunstone. It is not possible, of course, to
predict whether or in what form such restrictions might be relaxed or the terms

72
<PAGE> 228

upon which Northern Trust and its affiliates might offer to provide services for
consideration by the Trustees.

Northern is active as an underwriter of municipal instruments. Under
the 1940 Act, the Funds are precluded, subject to certain exceptions, from
purchasing in the primary market those municipal instruments with respect to
which Northern is serving as a principal underwriter. In the opinion of
Northern, this limitation will not significantly affect the ability of the Funds
to pursue their respective investment objectives.

In the Advisory Agreement, Northern Trust agrees that the name
"Northern" may be used in connection with Northern Funds' business on a
royalty-free basis. Northern Trust has reserved to itself the right to grant the
non-exclusive right to use the name "Northern" to any other person. The Advisory
Agreement provides that at such time as the Agreement is no longer in effect,
Northern Funds will cease using the name "Northern."

ADMINISTRATOR AND DISTRIBUTOR

Under its Administration Agreement, Sunstone has agreed, subject to the
direction and control of Northern Funds' Board of Trustees and utilizing
information provided by Northern Funds and its agents, to (1) provide office
space, facilities, equipment and personnel to carry out its services; (2)
compile data for and prepare with respect to the Funds timely Notices to the SEC
required pursuant to Rule 24f-2 under the 1940 Act and Semi-Annual Reports on
Form N-SAR; (3) prepare for execution by Northern Funds and file all federal
income and excise tax returns and state income tax returns (and such other
required tax filings as may be agreed to by the parties) other than those
required to be made by Northern Funds' custodian and transfer agent; (4) prepare
compliance filings relating to the registration of the securities of the Funds
pursuant to state securities laws with the advice of Northern Funds' counsel;
(5) assist the Fund accountants with preparing the Annual and Semi-Annual
Reports required pursuant to Section 30(d) under the 1940 Act; (6) assist to the
extent requested by Northern Funds with the preparation of the Registration
Statement for the Funds (on Form N-1A or any replacement therefor) and any
amendments thereto, and proxy materials; (7) prepare and monitor each Fund's
expense accruals and cause all appropriate expenses to be paid from Fund assets
on proper authorization from the Fund; (8) assist in the acquisition of the
Funds' fidelity bond required by the 1940 Act, monitor the amount of the bond
and make the necessary SEC filings related thereto; (9) from time to time as
Northern Funds may reasonably request or as Sunstone deems appropriate, check
each Fund's compliance with the policies and limitations relating to portfolio
investments as set forth in the Prospectus, Additional Statement and Declaration
of Trust and monitor each Fund's status as a regulated investment company under
Subchapter M of the Internal Revenue Code, as amended (but this function shall
not relieve the Fund's Investment Adviser of its day-to-day responsibility for
such compliance); (10) maintain, and/or coordinate with the other service
providers the maintenance of, the accounts, books and other documents required
pursuant to Rule 31a-1(a) and (b) under the 1940 Act; and (11) generally assist
in each Fund's administrative operations. In addition, Sunstone has agreed to
monitor Northern Funds' arrangements with respect to services provided by
Service Organizations. Under the Administration Agreement, Sunstone is not
liable for any error of judgment or mistake of law or for any loss suffered by
the Funds in connection with the performance of the Administration Agreement,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part

73
<PAGE> 229

of Sunstone in the performance of its duties or from its reckless disregard of
its duties and obligations under the Agreement.

For its administrative services, Sunstone is entitled to an
administration fee, computed daily and payable monthly, at the annual rate of
0.15% of the Funds' average aggregate daily net assets. For the fiscal years or
periods indicated, Sunstone received, after waivers, administrative fees as
follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------
<S> <C> <C> <C>
Money Market Fund $2,447,894 $1,186,568 $1,164,584
U.S. Government Money Market Fund $294,367 $217,652 $218,281
U.S. Government Select Money Market Fund $226,085 $124,207 $23,962
Municipal Money Market Fund $1,339,727 $929,212 $1,075,662
California Municipal Money Market Fund $176,849 $131,467 $81,496
U.S. Government Fund $171,664 $124,997 $195,647
Intermediate Tax-Exempt Fund $215,890 $178,379 $301,417
Florida Intermediate Tax-Exempt Fund $17,638 $11,284 $7,174
Fixed Income Fund $154,709 $85,293 $129,589
Tax-Exempt Fund $128,048 $92,041 $154,841
California Tax-Exempt Fund $35,426 $6,684 N/A
International Fixed Income Fund $10,053 $10,534 $19,435
High Yield Municipal Fund $708 N/A N/A
High Yield Fixed Income Fund $2,958 N/A N/A
Income Equity Fund $78,886 $57,142 $77,746
Stock Index Fund $77,739 $30,318 $9,252
Growth Equity Fund $349,439 $235,526 $320,662
Select Equity Fund $94,686 $53,548 $56,368
Mid Cap Growth Fund $14,391
Small Cap Fund $224,567 $157,708 $208,264
</TABLE>

74
<PAGE> 230

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------
<S> <C> <C> <C>
International Growth Equity Fund $132,079 $115,012 $219,176
International Select Equity Fund $82,930 $74,312 $133,479
Technology Fund $87,044 $41,187 $27,287
</TABLE>

1. The High Yield Municipal Fund and High Yield Fixed Income Funds
commenced operations on December 31, 1998 and the Mid Cap Growth Fund
commenced operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

For the fiscal years or periods indicated, Sunstone waived
administrative fees with respect to each Fund as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------
<S> <C> <C> <C>
Money Market Fund $3,308,194 $2,372,408 $790,270
U.S. Government Money Market Fund $354,550 $293,967 $149,167
U.S. Government Select Money Market Fund $317,904 $202,525 $155,378
Municipal Money Market Fund $1,721,373 $1,344,926 $727,816
California Municipal Money Market Fund $232,414 $244,331 $166,479
U.S. Government Fund $207,505 $180,577 $51,170
Intermediate Tax-Exempt Fund $264,621 $244,548 $77,538
Florida Intermediate Tax-Exempt Fund $26,288 $19,151 $2,308
Fixed Income Fund $195,856 $135,774 $34,026
Tax-Exempt Fund $164,475 $129,918 $39,928
California Tax-Exempt Fund $51,343 $21,785 N/A
International Fixed Income Fund $12,274 $12,687 $4,953
High Yield Municipal Fund $1,405 N/A N/A
High Yield Fixed Income Fund $5,367 N/A N/A
Income Equity Fund $93,722 $87,270 $20,875
Stock Index $106,182 $55,711 $3,836
</TABLE>

75
<PAGE> 231

<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
March 31, 1999(1) March 31, 1998(2) March 31, 1997(3)
--------------- --------- ---------
<S> <C> <C> <C>
Growth Equity Fund $449,843 $353,831 $85,494
Select Equity Fund $125,790 $88,034 $15,958
Mid Cap Growth Fund $32,060 N/A N/A
Small Cap Fund $246,554 $276,453 $55,295
International Growth Equity Fund $159,830 $148,415 $54,062
International Select Equity Fund $96,366 $96,473 $33,602
Technology Fund $176,646 $72,057 $8,821
</TABLE>

1. The High Yield Municipal Fund and High Yield Fixed Income Funds
commenced operations on December 31, 1998 and the Mid Cap Growth Fund
commenced operations on March 31, 1998.

2. The California Tax-Exempt Fund commenced operations on April 8, 1997.

Northern Funds has also entered into a Distribution Agreement under
which Northern Funds Distributors, LLC, as agent, sells shares of each Fund on a
continuous basis. Northern Funds Distributors, LLC pays the cost of printing and
distributing prospectuses to persons who are not shareholders of Northern Funds
(excluding preparation and typesetting expenses) and of certain other
distribution efforts. No compensation is payable by Northern Funds to Northern
Funds Distributors, LLC for such distribution services. Northern Funds
Distributors, LLC is an affiliate of Sunstone. Miriam M. Allison, Vice President
and Treasurer of Northern Funds is President of Northern Funds Distributors,
LLC.

The Administration Agreement and the Distribution Agreement provide
that Sunstone and Northern Funds Distributors, LLC, respectively, may render
similar services to others so long as their services under the respective
Agreements are not impaired thereby. The Administration and Distribution
Agreements provide that Northern Funds will indemnify Sunstone and Northern
Funds Distributors, LLC, respectively, against certain liabilities (including
liabilities under the federal securities laws relating to untrue statements or
omissions of material fact and actions that are in accordance with the terms of
such Agreements) under certain circumstances.

It is expected that on or after October 1, 1999, Northern Trust and
First Data Investor Services Group, Inc. ("First Data Investor Services"), a
wholly-owned subsidiary of First Data Corporation, will replace Sunstone
Financial Group, Inc. to serve as the Funds' co-administrators, at substantially
the same cost to the Funds. It is also expected that on or after such date, the
Funds will be distributed by a subsidiary of First Data Investor Services,
either through First Data Investor Services' formation of a newly-formed
subsidiary or acquisition of the Funds' current distributor, Northern Funds
Distributors, LLC.

Under a Service Mark License Agreement with Northern Funds
Distributors, LLC, Northern Trust Corporation agrees that the name "Northern
Funds" may be used in connection

76
<PAGE> 232

with Northern Funds' business on a royalty-free basis. Northern Trust
Corporation has reserved to itself the right to grant the non-exclusive right to
use the name "Northern Funds" to any other person. The Agreement provides that
at such time as the Agreement is no longer in effect, Northern Funds
Distributors, LLC will cease using the name "Northern Funds."

SERVICE ORGANIZATIONS

As stated in the Funds' Prospectus, the Funds may enter into agreements
from time to time with Service Organizations providing for support and/or
distribution services to customers of the Service Organizations who are the
beneficial owners of Fund shares. Under the agreements, the Funds may pay
Service Organizations up to .25% (on an annualized basis) of the average daily
net asset value of the shares beneficially owned by their customers. Support
services provided by Service Organizations under their agreements may include:
(a) processing dividend and distribution payments from a Fund; (b) providing
information periodically to customers showing their share positions; (c)
arranging for bank wires; (d) responding to customer inquiries; (e) providing
subaccounting with respect to shares beneficially owned by customers or the
information necessary for subaccounting; (f) forwarding shareholder
communications; (g) assisting in processing share purchase, exchange and
redemption requests from customers; (h) assisting customers in changing dividend
options, account designations and addresses; and (i) other similar services
requested by the Funds. In addition, Service Organizations may provide
assistance (such as the forwarding of sales literature and advertising to their
customers) in connection with the distribution of Fund shares.

The Funds' arrangements with Service Organizations under the agreements
are governed by two Plans (a Service Plan and a Distribution and Service Plan),
which have been adopted by the Board of Trustees. Because the Distribution and
Service Plan contemplates the provision of services related to the distribution
of Fund shares (in addition to support services), that Plan has been adopted in
accordance with Rule 12b-1 under the 1940 Act. In accordance with the Plans, the
Board of Trustees reviews, at least quarterly, a written report of the amounts
expended in connection with the Funds' arrangements with Service Organizations
and the purposes for which the expenditures were made. In addition, the Funds'
arrangements with Service Organizations must be approved annually by a majority
of the Trustees, including a majority of the Trustees who are not "interested
persons" of the Funds as defined in the 1940 Act and have no direct or indirect
financial interest in such arrangements (the "Disinterested Trustees").

The Board of Trustees believes that there is a reasonable likelihood
that their arrangements with Service Organizations will benefit each Fund and
its shareholders. Any material amendment to the arrangements with Service
Organizations under the agreements must be approved by a majority of the Board
of Trustees (including a majority of the Disinterested Trustees), and any
amendment to increase materially the costs under the Distribution and Service
Plan with respect to a Fund must be approved by the holders of a majority of the
outstanding shares of the Fund involved. So long as the Distribution and Service
Plan is in effect, the selection and nomination of the members of the Board of
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Northern Funds will be committed to the discretion of such disinterested
Trustees.

For the fiscal period ended March 31, 1999, the Money Market Fund, U.S.
Government Money Market Fund, Income Equity Fund, Growth Equity Fund, Stock
Index Fund, Select Equity

77
<PAGE> 233

Fund, Small Cap Fund, International Growth Equity Fund, International Select
Equity Fund and Technology Fund paid fees of $25,567, $29,542, $146, $37, $37,
$73, $110, $957, $37 and $2,103, respectively, under the Service Plan. No other
Funds paid fees under either Plan.

For the fiscal period ended March 31, 1998, the Money Market Fund, U.S.
Government Money Market Fund, Income Equity Fund, Growth Equity Fund, Select
Equity Fund, Small Cap Fund, International Select Equity Fund and Technology
Fund paid fees of $107, $40,296, $181, $145, $440, $368, $78 and $449,
respectively, under the Service Plan. No other Funds paid fees under either
Plan.

For the fiscal period ended March 31, 1997, the Municipal Money Market
Fund and the U.S. Government Money Market Fund paid fees of $98 and $59,754,
respectively, under the Service Plan. No other Funds paid fees under either
Plan.

COUNSEL AND AUDITORS

Drinker Biddle & Reath LLP, with offices at One Logan Square, 18th and
Cherry Streets, Philadelphia, Pennsylvania 19103, serve as counsel to Northern
Funds.

Arthur Andersen LLP, independent accountants, 33 West Monroe Street,
Chicago, Illinois 60603-5385 serve as auditors for Northern Funds. The financial
statements dated March 31, 1999, incorporated by reference into this Additional
Statement have been incorporated in reliance on the report of Arthur Andersen
LLP given on the authority of said firm as experts in auditing and accounting.

IN-KIND PURCHASES AND REDEMPTIONS

Payment for shares of a Fund may, in the discretion of Northern Trust,
be made in the form of securities that are permissible investments for the Fund
as described in the Prospectus. For further information about this form of
payment, contact the Transfer Agent. In connection with an in-kind securities
payment, a Fund will require, among other things, that the securities be valued
on the day of purchase in accordance with the pricing methods used by the Fund
and that the Fund receive satisfactory assurances that it will have good and
marketable title to the securities received by it; that the securities be in
proper form for transfer to the Fund; and that adequate information be provided
concerning the basis and other tax matters relating to the securities.

Although each Fund generally will redeem shares in cash, each Fund
reserves the right to pay redemptions by a distribution in kind of securities
(instead of cash) from such Fund. The securities distributed in kind would be
readily marketable and would be valued for this purpose using the same method
employed in calculating the Fund's net asset value per share. If a shareholder
receives redemption proceeds in kind, the shareholder should expect to incur
transaction costs upon the disposition of the securities received in the
redemption.

AUTOMATIC INVESTING PLAN

The Automatic Investing Plan permits an investor to use "Dollar Cost
Averaging" in making investments. Instead of trying to time market performance,
a fixed dollar amount is invested in shares

78
<PAGE> 234

at predetermined intervals. This may help investors reduce their average cost
per share because the agreed upon fixed investment amount allows more shares to
be purchased during periods of lower share prices and fewer shares during
periods of higher share prices. In order to be effective, Dollar Cost Averaging
should usually be followed on a sustained, consistent basis. Investors should be
aware, however, that shares bought using Dollar Cost Averaging are purchased
without regard to their price on the day of investment or to market trends.
Dollar Cost Averaging does not assure a profit and does not protect against
losses in a declining market. In addition, while investors may find Dollar Cost
Averaging to be beneficial, it will not prevent a loss if an investor ultimately
redeems shares at a price which is lower than their purchase price. An investor
may want to consider his or her financial ability to continue purchases through
periods of low price levels.

DIRECTED REINVESTMENTS

In addition to having your income dividends and/or capital gains
distributions reinvested in shares of the Fund from which such distributions are
paid, you may elect the directed reinvestment option and have dividends and
capital gains distributions automatically invested in another Northern Fund.
Reinvestments can only be directed to an existing Northern Funds account (which
must meet the minimum investment requirement). Directed reinvestments may be
used to invest funds from a regular account to another regular account, from a
qualified plan account to another qualified plan account, or from a qualified
plan account to a regular account. Directed reinvestments from a qualified plan
account to a regular account may have adverse tax consequences including
imposition of a penalty tax and, therefore, you should consult your own tax
adviser before commencing these transactions.

REDEMPTIONS AND EXCHANGES

Exchange requests received on a Business Day prior to the time shares
of the Funds involved in the request are priced will be processed on the date of
receipt. "Processing" a request means that shares in the Fund from which the
shareholder is withdrawing an investment will be redeemed at the net asset value
per share next determined on the date of receipt. Shares of the new Fund into
which the shareholder is investing will also normally be purchased at the net
asset value per share next determined coincident to or after the time of
redemption. Exchange requests received on a Business Day after the time shares
of the Funds involved in the request are priced will be processed on the next
Business Day in the manner described above.

Northern Funds may redeem shares involuntarily to reimburse a Fund for
any loss sustained by reason of the failure of a shareholder to make full
payment for shares purchased by the shareholder or to collect any charge
relating to a transaction effected for the benefit of a shareholder which is
applicable to Fund shares as provided in the Funds' Prospectus from time to
time. Northern Funds reserves the right on 60 days' written notice, to redeem
the shares held in any account if at the time of redemption, the net asset value
of the remaining shares in the account falls below $1,000. Such involuntary
redemptions will not be made if the value of shares in an account falls below
the minimum soley because of a decline in the Fund's net asset value. Northern
Funds may also redeem shares involuntarily if the redemption is appropriate to
carry out Northern Funds' responsibilities under the 1940 Act (see, e.g.,
"Amortized Cost Valuation").

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<PAGE> 235

RETIREMENT PLANS

Shares of the Funds may be purchased in connection with certain
tax-sheltered retirement plans, including profit-sharing plans, 401(k) plans,
money purchase pension plans, target benefit plans and individual retirement
accounts. Further information about how to participate in these plans, the fees
charged and the limits on contributions can be obtained from Northern Trust. To
invest through any of the tax-sheltered retirement plans, please call Northern
Trust for information and the required separate application. To determine
whether the benefits of a tax-sheltered retirement plan are available and/or
appropriate, a shareholder should consult with a tax adviser.

EXPENSES

Except as set forth above and in this Additional Statement, each Fund
is responsible for the payment of its expenses. These expenses include, without
limitation, the fees and expenses payable to Northern Trust and Sunstone,
brokerage fees and commissions, fees for the registration or qualification of
Fund shares under federal or state securities laws, expenses of the organization
of Northern Funds, taxes, interest, costs of liability insurance, fidelity
bonds, indemnification or contribution, any costs, expenses or losses arising
out of any liability of, or claim for damages or other relief asserted against
Northern Funds for violation of any law, legal, tax and auditing fees and
expenses, expenses of preparing and printing prospectuses, statements of
additional information, proxy materials, reports and notices and the printing
and distributing of the same to the Funds' shareholders and regulatory
authorities, compensation and expenses of its Trustees, payments to Service
Organizations, fees of industry organizations such as the Investment Company
Institute, and miscellaneous and extraordinary expenses incurred by Northern
Funds.

Northern Trust and Sunstone intend to voluntarily reimburse a portion
of the Funds' expenses and/or reduce their advisory and administrative fees from
the Funds during the current fiscal year. The result of these reimbursements and
fee reductions will be to increase the performance of the Funds during the
periods for which the reductions and reimbursements are made.

PERFORMANCE INFORMATION

MONEY MARKET FUNDS

From time to time Northern Funds may advertise quotations of "yields"
and "effective yields" with respect to each Money Market Fund, and the Municipal
Money Market Fund and the California Municipal Money Market Fund may advertise
their "tax-equivalent yields" and "tax-equivalent effective yields." These yield
figures will fluctuate, are based on historical earnings and are not intended to
indicate future performance. "Yield" refers to the net investment income
generated by an investment in the Fund over a seven-day period identified in the
advertisement. This net investment income is then "annualized." That is, the
amount of net investment income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment.

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<PAGE> 236

In arriving at quotations as to "yield," Northern Funds first
determines the net change during the period in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, then divides such net change by the value of the account at the
beginning of the period to obtain the base period return, and then multiplies
the base period return by 365/7.

"Effective yield" is calculated similarly but, when annualized, the net
investment income earned by an investment in the Fund is assumed to be
reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment. The "effective
yield" with respect to the shares of a Money Market Fund is computed by adding 1
to the base period return (calculated as above), raising the sum to a power
equal to 365 divided by 7, and subtracting 1 from the result.

The "tax-equivalent yield" demonstrates the level of taxable yield
necessary to produce an after-tax yield equivalent to a Fund's tax-free yield.
It is calculated by taking that portion of the seven-day "yield" which is
tax-exempt and adjusting it to reflect the tax savings associated with a stated
tax rate. The "tax-equivalent current yield" will always be higher than the
Fund's yield.

"Tax-equivalent yield" is computed by dividing the tax-exempt portion
of the yield by 1 minus a stated income tax rate and then adding the quotient to
the taxable portion of the yield, if any. There may be more than one
tax-equivalent yield if more than one stated income tax rate is used.

The "tax-equivalent effective yield" demonstrates the level of taxable
yield necessary to produce an after-tax yield equivalent to a Fund's tax-free
effective yield. It is calculated by taking that portion of the seven-day
"effective yield" which is tax-exempt and adjusting it to reflect the tax
savings associated with a stated tax rate. The "tax-equivalent effective yield"
will always be higher than the Fund's effective yield.

"Tax-equivalent effective yield" is computed by dividing the tax-exempt
portion of the effective yield by 1 minus a stated income tax-rate, and then
adding the quotient to the taxable portion of the effective yield, if any. There
may be more than one tax-equivalent effective yield, if more than one stated
income tax rate is used.

The annualized yield of each Money Market Fund for the seven-day period
ended March 31, 1999 was as follows(1):

<TABLE>
<CAPTION>
Effective Tax-Equivalent Tax-Equivalent
Yield Yield Yield Effective Yield
----- ----- ----- ---------------
<S> <C> <C> <C> <C>
Money Market Fund 4.50% 4.60% N/A N/A
U.S. Government Money Market Fund 4.46% 4.56% N/A N/A
U.S. Government Select Money Market Fund 4.38% 4.47% N/A N/A
Municipal Money Market Fund 2.49% 2.52% 3.61% 3.65%
California Municipal Money Market Fund 2.41% 2.44% 3.49% 3.54%
</TABLE>

1. An income tax rate of 31% is used in the calculation of tax-equivalent
yield and tax-equivalent effective yield.

<PAGE> 237

The information set forth in the foregoing table reflects certain fee
reductions and expense limitations. See "Additional Trust Information -
Investment Adviser, Transfer Agent and Custodian" and "Administrator and
Distributor." In the absence of such fee reductions and expense limitations, the
annualized yield of each Fund for the same seven-day period would have been as
follows(1):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Effective Tax-Equivalent Tax-Equivalent
Yield Yield Yield Effective
Yield
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Fund 4.16% 4.25% N/A N/A
- -----------------------------------------------------------------------------------------
U.S. Government Money Market Fund 4.09% 4.18% N/A N/A
- -----------------------------------------------------------------------------------------
U.S. Government Select Money Market 4.00% 4.08% N/A N/A
Fund
- -----------------------------------------------------------------------------------------
Municipal Money Market Fund 2.15% 2.17% 3.12% 3.14%
- -----------------------------------------------------------------------------------------
California Municipal Money Market 2.06% 2.08% 2.99% 3.01%
Fund
- -----------------------------------------------------------------------------------------
</TABLE>

1. An income tax rate of 31% is used in the calculation of tax-equivalent
yield and tax-equivalent effective yield.

A Money Market Fund may also quote, from time to time, total return
information using the formula described in the following section.

NON-MONEY MARKET FUNDS

The Non-Money Market Funds calculate their total returns separately on an
"average annual total return" basis for various periods. Average annual total
return reflects the average annual percentage change in value of an investment
in the Fund over the measuring period. Total returns for each Non-Money Market
Fund may also be calculated on an "aggregate total return" basis for various
periods. Aggregate total return reflects the total percentage change in value
over the measuring period. Both methods of calculating total return reflect
changes in the price of the shares and assume that any dividends and capital
gain distributions made by a Fund during the period are reinvested in the shares
of the Fund. When considering average total return figures for periods longer
than one year, it is important to note that the annual total return of a Fund
for any one year in the period might have been more or less than the average for
the entire period. The Non-Money Market Funds may also advertise from time to
time the total return on a year-by-year or other basis for various specific
periods by means of quotations, charts, graphs or schedules.

A Non-Money Market Fund calculates its "average annual total return" by
determining the average annual compounded rate of return during specified
periods that equates the initial amount invested to the ending redeemable value
of such investment according to the following formula:

[GRAPHIC OF FORMULA]

Where: T = average annual total return;

ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10 year (or other)
periods

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<PAGE> 238
at the end of the applicable period (or a fractional
portion thereof);

P = hypothetical initial payment of $1,000; and

n = period covered by the computation, expressed in years.

A Non-Money Market Fund calculates its "aggregate total return" by
determining the aggregate compounded rates of return during specified periods
that likewise equate the initial amount invested to the ending redeemable value
of such investment. The formula for calculating aggregate total return is as
follows:

Aggregate Total Return = [GRAPHIC OF FORMULA]

The calculations set forth below are made assuming that (a) all dividends
and capital gain distributions are reinvested on the reinvestment dates at the
price per share existing on the reinvestment date, and (b) all recurring fees
charged to all shareholder accounts are included. The ending redeemable value
(variable "ERV" in the formula) is determined by assuming complete redemption of
the hypothetical investment after deduction of all nonrecurring charges at the
end of the measuring period.

83
<PAGE> 239
FOR PERIODS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (%) AGGREGATE TOTAL RETURNS (%)

SINCE SINCE
1 YEAR 5 YEAR 10 YEAR INCEPTION 1 YEAR 5 YEAR 10 YEAR INCEPTION
------ ------ ------- --------- ------ ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT FUND 6.01% 5.99% N/A 5.99% 6.01% 33.74% N/A 33.74%
(4/1/94 inception)

INTERMEDIATE TAX-EXEMPT FUND 4.88% 5.27% N/A 5.27% 4.88% 29.28% N/A 29.28%
(4/1/94 inception)

FLORIDA INTERMEDIATE 5.38% N/A N/A 6.28% 5.38% N/A N/A 17.36%
TAX-EXEMPT FUND
(8/15/96 inception)

FIXED INCOME FUND 5.18% 7.35% N/A 7.35% 5.18% 42.55% N/A 42.55%
(4/1/94 inception)

TAX-EXEMPT FUND 5.47% 6.73% N/A 6.73% 5.47% 38.50% N/A 38.50%
(4/1/94 inception)

CALIFORNIA TAX-EXEMPT FUND 6.20% N/A N/A 9.09% 6.20% N/A N/A 18.80%
(4/8/97 inception)

INTERNATIONAL FIXED INCOME 9.68% 6.78% N/A 6.78% 9.68% 38.84% N/A 38.84%
FUND
(4/1/94 inception)

INCOME EQUITY FUND 0.67% 13.18% N/A 13.18% 0.67% 85.70% N/A 85.70%
(4/1/94 inception)

STOCK INDEX FUND 17.78% N/A N/A 28.82% 17.78% N/A N/A 87.49%
(10/7/96 inception)

GROWTH EQUITY FUND 24.72% 22.54% N/A 22.54% 24.72% 176.29% N/A 176.29%
(4/1/94 inception)

SELECT EQUITY FUND 28.79% N/A N/A 24.90% 28.79% N/A N/A 203.19%
(4/6/94 inception)
</TABLE>

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<PAGE> 240
FOR PERIODS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS (%) AGGREGATE TOTAL RETURNS (%)

SINCE SINCE
1 YEAR 5 YEAR 10 YEAR INCEPTION 1 YEAR 5 YEAR 10 YEAR INCEPTION
------ ------ ------- --------- ------ ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MID CAP GROWTH FUND 17.19% N/A N/A 17.19% 17.19% N/A N/A 17.19%
(3/31/98 inception)

SMALL CAP FUND (23.46)% 8.92% N/A 8.92% (23.46)% 53.32% N/A 53.32%
(4/1/94 inception)

INTERNATIONAL GROWTH EQUITY 13.04% 8.28% N/A 8.28% 13.04% 48.82% N/A 48.82%
FUND
(4/1/94 inception)

INTERNATIONAL SELECT EQUITY 9.16% N/A N/A 7.44% 9.16% N/A N/A 43.08%
FUND
(4/5/94 inception)

TECHNOLOGY FUND 79.97% N/A N/A 49.16% 79.97% N/A N/A 231.84%
(4/1/96 inception)
</TABLE>

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<PAGE> 241
The yield of a Non-Money Market Fund is computed based on the Fund's net
income during a specified 30-day (or one month) period. More specifically, the
Fund's yield is computed by dividing the per share net income during the
relevant period by the net asset value per share on the last day of the period
and annualizing the result on a semi-annual basis.

A Non-Money Market Fund calculates its 30-day (or one month) standard
yield in accordance with the method prescribed by the SEC for mutual funds:

[GRAPHIC OF FORMULA]

Where: a = dividends and interest earned during the period;

b = expenses accrued for the period (net of reimbursements);

c = average daily number of shares outstanding during the period
entitled to receive dividends; and

d = net asset value per share on the last day of the period.

Based on the foregoing calculations, for the 30-day period ended March 31,
1999, the yields for the U.S. Government, Intermediate Tax-Exempt, Florida
Intermediate Tax-Exempt, Fixed Income, Tax-Exempt, California Tax-Exempt,
International Fixed Income, High Yield Municipal, High Yield Fixed Income and
Income Equity Funds, after fee waivers, were 4.77%, 3.26%, 3.42%, 5.20%, 3.84%,
3.77%, 2.55%, 3.26%, 7.43% and 2.83%, respectively. Also for the 30-day period
ended March 31, 1999, the yields for the U.S. Government, Intermediate
Tax-Exempt, Florida Intermediate Tax-Exempt, Fixed Income, Tax-Exempt,
California Tax-Exempt, International Fixed Income, High Yield Municipal and High
Yield Fixed Income Funds, absent fee waivers, were 4.60%, 3.04%, 3.00%, 4.92%,
3.61%, 3.46%, 1.56%, (0.91)%, 6.24% and 2.45%, respectively.

A Non-Money Market Fund's "tax-equivalent" yield is computed by: (a)
dividing the portion of the Fund's yield (calculated as above) that is exempt
from federal income tax by one minus a stated federal income tax rate; and (b)
adding the quotient to that portion, if any, of the Fund's yield that is not
exempt from federal income tax. For the 30-day period ended March 31, 1999, and
using a federal income tax rate of 31%, the 30-day tax-equivalent yields, after
fee waivers, were 4.72%, 4.96%, 5.57%, 5.46% and 4.72% for the Intermediate
Tax-Exempt, Florida Intermediate Tax-Exempt, Tax-Exempt, California Tax-Exempt
and High Yield Municipal Funds, respectively. Also, for the 30-day period ended
March 31, 1999, and using a federal income tax rate of 31%, the 30-day
tax-equivalent yields, absent fee waivers, were 4.41%, 4.35%, 5.23%, 5.01% and
(0.91)% for the Intermediate Tax-Exempt, Florida Intermediate Tax-Exempt,
Tax-Exempt, California Tax-Exempt and High Yield Municipal Funds, respectively.

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<PAGE> 242
GENERAL INFORMATION

The performance information set forth above includes the reinvestment of
dividends and distributions. Certain performance information set forth above
reflects fee waivers in effect; in the absence of fee waivers, these performance
figures would be reduced. Any fees imposed by Northern Trust, NTQA or other
Service Organizations on their customers in connection with investments in the
Funds are not reflected in Northern Funds' calculations of performance for the
Funds.

Each Fund's performance will fluctuate, unlike bank deposits or other
investments which pay a fixed yield for a stated period of time. Past
performance is not necessarily indicative of future return. Actual performance
will depend on such variables as portfolio quality, average portfolio maturity,
the type of portfolio instruments acquired, changes in interest rates, portfolio
expenses and other factors. Performance is one basis investors may use to
analyze a Fund as compared to other funds and other investment vehicles.
However, performance of other funds and other investment vehicles may not be
comparable because of the foregoing variables, and differences in the methods
used in valuing their portfolio instruments, computing net asset value and
determining performance.

The performance of each Fund may be compared to those of other mutual
funds with similar investment objectives and to stock, bond and other relevant
indices or to rankings prepared by independent services or other financial or
industry publications that monitor the performance of mutual funds. For example,
the performance of a Fund may be compared to data prepared by Lipper Analytical
Services, Inc. or to the S&P 500 Index, the S&P MidCap 400 Index, the Russell
2000 or 1000 Small Stock Index, the Consumer Price Index or the Dow Jones
Industrial Average. In addition, performance of the U.S. Government and Fixed
Income Funds may be compared to the Lehman Brothers Government Bond Index (or
its two components, the Treasury Bond Index and Agency Bond Index), the Lehman
Brothers Corporate Bond Index, the Lehman Brothers Intermediate Government Bond
Index and the Lehman Brothers Government/Corporate Bond Index. Performance of
the Intermediate Tax-Exempt and Tax-Exempt Funds may be compared to the Lehman
Brothers Municipal Bond or 5-Year Municipal Bond Indices; performance of the
California Intermediate Tax-Exempt Fund may be compared to the Lehman Brothers
Mutual Fund California Intermediate Index; performance of the Florida
Intermediate Tax-Exempt Fund may be compared to the Lehman Brothers Florida
Intermediate Tax-Exempt Index; performance of the Arizona Tax-Exempt Fund may be
compared to the Lehman Brothers Arizona Municipal Bond Index; performance of the
California Tax-Exempt Fund may be compared to the Lehman Brothers California
Municipal Exempt Index and performance of the California Intermediate Tax-Exempt
Fund, Florida Intermediate Tax-Exempt Fund, Arizona Tax-Exempt Fund and
California Tax-Exempt Fund may be compared to the Lehman Brothers Mutual Fund
Intermediate Municipal Index. Performance of the High Yield Municipal Fund may
be compared to Lehman Brothers Municipal Non-Investment Grade Bond Index.
Performance of the High Yield Fixed Income Fund may be compared to Merrill Lynch
High Yield Master II Index, Lehman Brothers High Yield Corporate Bond Index and
Salomon Brothers Extended High-Yield Market Index. Performance of the Income
Equity Fund may be compared to the Merrill Lynch Investment Grade Convertible
Bond Index. Performance of the International Funds may be compared to the Morgan
Stanley Capital International Europe, Australia and Far East Index ("EAFE"), the
Morgan Stanley EAFE blended with Emerging Markets Free Index and the J.P. Morgan
International Government Bond Index. Performance of the Technology Fund may be
compared to the Morgan Stanley Index, the Hambrecht and Quist Technology Index,
the SoundView Technology Index, the

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<PAGE> 243
technology grouping of the S&P 500 Index and any other comparable technology
index. Performance data as reported in national financial publications such as
Money, Forbes, Barron's, The Wall Street Journal and The New York Times, or in
publications of a local or regional nature, may also be used in comparing the
performance of a Fund. From time to time, the Funds may also quote the mutual
fund ratings of Morningstar, Inc. and other services in their advertising
materials.

Ibbotson Associates of Chicago, Illinois ("Ibbotson") provides historical
returns of the capital markets in the United States, including common stocks,
small capitalization stocks, long-term corporate bonds, intermediate-term
government bonds, long-term government bonds, Treasury bills, the U.S. rate of
inflation (based on the Consumer Price Index), and combinations of various
capital markets. The performance of these capital markets is based on the
returns of different indices. The Funds may use the performance of these capital
markets in order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical investment
in any of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the Funds. The
Funds may also compare performance to that of other compilations or indices that
may be developed and made available in the future.

The Funds may also from time to time include discussions or illustrations
of the effects of compounding in advertisements. "Compounding" refers to the
fact that, if dividends or other distributions on a Fund investment are
reinvested by being paid in additional Fund shares, any future income or capital
appreciation of a Fund would increase the value, not only of the original
investment in the Fund, but also of the additional Fund shares received through
reinvestment.

The Funds may include discussions or illustrations of the potential
investment goals of a prospective investor (including materials that describe
general principles of investing, such as asset allocation, diversification, risk
tolerance, and goal setting, questionnaires designed to help create a personal
financial profile, worksheets used to project savings needs based on assumed
rates of inflation and hypothetical rates of return and action plans offering
investment alternatives), investment management techniques, policies or
investment suitability of a Fund (such as value investing, market timing, dollar
cost averaging, asset allocation, constant ratio transfer, automatic account
rebalancing, the advantages and disadvantages of investing in tax-deferred and
taxable investments), economic and political conditions, the relationship
between sectors of the economy and the economy as a whole, the effects of
inflation and historical performance of various asset classes, including but not
limited to, stocks, bonds and Treasury bills. From time to time advertisements,
sales literature, communications to shareholders or other materials may
summarize the substance of information contained in shareholder reports
(including the investment composition of a Fund), as well as the views of
Northern Trust and NTQA as to current market, economic, trade and interest rate
trends, legislative, regulatory and monetary developments, investment strategies
and related matters believed to be of relevance to a Fund. In addition, selected
indices may be used to illustrate historic performance of selected asset
classes. The Funds may also include in advertisements, sales literature,
communications to shareholders or other materials, charts, graphs or drawings
which illustrate the potential risks and rewards of investment in various
investment vehicles, including but not limited to, stocks, bonds, treasury bills
and shares of a Fund. In addition, advertisements, sales literature,
communications to shareholders or other materials may include a discussion of
certain attributes or benefits to be derived by an investment in a Fund and/or
other mutual funds, shareholder profiles and hypothetical investor

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<PAGE> 244
scenarios, timely information on financial management, tax and retirement
planning and investment alternative to certificates of deposit and other
financial instruments. Such sales literature, communications to shareholders or
other materials may include symbols, headlines or other material which highlight
or summarize the information discussed in more detail therein.

Materials may include lists of representative clients of Northern Trust
and NTQA. Materials may refer to the CUSIP numbers of the Funds and may
illustrate how to find the listings of the Funds in newspapers and periodicals.
Materials may also include discussions of other Funds, products, and services.

The Funds may quote various measures of volatility and benchmark
correlation in advertising. In addition, the Funds may compare these measures to
those of other funds. Measures of volatility seek to compare the historical
share price fluctuations or total returns to those of a benchmark. Measures of
benchmark correlation indicate how valid a comparative benchmark may be.
Measures of volatility and correlation may be calculated using averages of
historical data.

The Funds may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a Fund at periodic intervals, thereby
purchasing fewer shares when prices are high and more shares when prices are
low. While such a strategy does not assure a profit or guard against loss in a
declining market, the investor's average cost per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should consider their ability to continue purchasing shares
during periods of low price levels.

A Fund may advertise its current interest rate sensitivity, duration,
weighted average maturity or similar maturity characteristics.

Advertisements and sales materials relating to a Fund may include
information regarding the background and experience of its portfolio managers.

NET ASSET VALUE

As stated in the Prospectus, each Money Market Fund seeks to maintain a
net asset value of $1.00 per share and, in this connection, values its
instruments on the basis of amortized cost pursuant to Rule 2a-7 under the 1940
Act. This method values a security at its cost on the date of purchase and
thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price a Fund would receive if the Fund sold the
instrument. During such periods the yield to investors in the Fund may differ
somewhat from that obtained in a similar entity which uses available indications
as to market value to value its portfolio instruments. For example, if the use
of amortized cost resulted in a lower (higher) aggregate Fund value on a
particular day, a prospective investor in the Fund would be able to obtain a
somewhat higher (lower) yield and ownership interest than would result from
investment in such similar entity and existing investors would receive less
(more) investment income and ownership interest. However, Northern Funds

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<PAGE> 245
expects that the procedures and limitations referred to in the following
paragraphs of this section will tend to minimize the differences referred to
above.

Under Rule 2a-7, Northern Funds' Board of Trustees, in supervising the
Funds' operations and delegating special responsibilities involving portfolio
management to Northern Trust, has established procedures that are intended,
taking into account current market conditions and the Funds' investment
objectives, to stabilize the net asset value of each Money Market Fund, as
computed for the purposes of purchases and redemptions, at $1.00 per share. The
Trustees' procedures include periodic monitoring of the difference (the "Market
Value Difference") between the amortized cost value per share and the net asset
value per share based upon available indications of market value. Available
indications of market value consist of actual market quotations or appropriate
substitutes which reflect current market conditions and include (a) quotations
or estimates of market value for individual portfolio instruments and/or (b)
values for individual portfolio instruments derived from market quotations
relating to varying maturities of a class of money market instruments. In the
event the Market Value Difference exceeds 1/2 of 1%, the Trustees' procedures
provide that the Trustees will take such steps as they consider appropriate
(e.g., selling portfolio instruments to shorten average portfolio maturity or to
realize capital gains or losses, reducing or suspending shareholder income
accruals, redeeming shares in kind, or utilizing a net asset value per share
based upon available indications of market value which under such circumstances
would vary from $1.00) to eliminate or reduce to the extent reasonably
practicable any material dilution or other unfair results to investors or
existing shareholders which might arise from Market Value Differences. In
particular, if losses were sustained by a Fund, the number of outstanding shares
might be reduced in order to maintain a net asset value per share of $1.00. Such
reduction would be effected by having each shareholder proportionately
contribute to the Fund's capital the necessary shares to restore such net asset
value per share. Each shareholder will be deemed to have agreed to such
contribution in these circumstances by investing in the Fund.

Rule 2a-7 requires that each Money Market Fund limit its investments to
instruments which Northern Trust determines to present minimal credit risks and
which are "Eligible Securities" as defined by the SEC and described in the
Prospectus. The Rule also requires that each Money Market Fund maintain a
dollar-weighted average portfolio maturity (not more than 90 days) appropriate
to its policy of maintaining a stable net asset value per share and precludes
the purchase of any instrument deemed under the Rule to have a remaining
maturity of more than 397 days. Should the disposition of a portfolio security
result in a dollar-weighted average portfolio maturity of more than 90 days, the
Rule requires a Money Market Fund to invest its available cash in such a manner
as to reduce such maturity to the prescribed limit as soon as reasonably
practicable.

Securities held by the other Funds that are listed on a recognized U.S. or
foreign securities exchange are valued at the last quoted sales price on the
securities exchange on which the securities are primarily traded, except that
securities listed on an exchange in the United Kingdom are valued at the average
of the closing bid and ask prices. If securities listed on a U.S. exchange are
not traded on a valuation date, they will be valued at the last quoted bid
price. If securities traded on a foreign securities exchange are not traded on a
valuation date, they will be valued at the most recent quoted sales price.
Securities that are traded in the U.S. over-the-counter markets, absent a last
quoted sales price, are valued at the last quoted bid price. Securities which
are traded in the foreign over-the-counter markets are valued at the last sales
price, except that such securities traded in the United

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<PAGE> 246
Kingdom are valued at the average of the closing bid and ask prices. Any
securities for which no current quotations are readily available are valued at
fair value as determined in good faith by Northern Trust under the supervision
of the Board of Trustees. Temporary short-term investments are valued at
amortized cost which Northern Trust has determined, pursuant to Board
authorization, approximates market value. Securities may be valued on the basis
of prices provided by independent pricing services when those prices are
believed to reflect the fair market value of the securities.

Northern Trust is not required to calculate the net asset value of a Fund
on days during which no shares are tendered to a Fund for redemption and no
orders to purchase or sell shares are received by a Fund, or on days on which
there is an insufficient degree of trading in the Fund's portfolio securities
for changes in the value of such securities to affect materially the net asset
value per share.

TAXES

The following summarizes certain additional tax considerations generally
affecting the Funds and their shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Funds or their shareholders, and the discussions here and in
the Prospectus are not intended as a substitute for careful tax planning.
Potential investors should consult their tax advisers with specific reference to
their own tax situations.

The discussions of federal and state tax consequences in the Prospectus
and this Additional Statement are based on the Code and the laws and regulations
issued thereunder as in effect on the date of this Additional Statement. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.

FEDERAL - GENERAL INFORMATION

Each Fund intends to qualify as a regulated investment company under Part
I of Subchapter M of Subtitle A, Chapter 1 of the Internal Revenue Code of 1986,
as amended (the "Code"). As a regulated investment company, each Fund is
generally exempt from federal income tax on its net investment income and
realized capital gains which it distributes to shareholders, provided that it
distributes an amount equal to at least the sum of 90% of its tax-exempt income
and 90% of its investment company taxable income (net investment income and the
excess of net short-term capital gain over net long-term capital loss), if any,
for the year (the "Distribution Requirement") and satisfies certain other
requirements of the Code that are described below.

In addition to satisfaction of the Distribution Requirement, each Fund
must derive with respect to a taxable year at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans and gains
from the sale or other disposition of stock or securities or foreign currencies,
or from other income derived with respect to its business of investing in such
stock, securities, or currencies (the "Income Requirement").

In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of each Fund's assets must consist
of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to

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<PAGE> 247
which a Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which a Fund does not hold more than 10% of
the outstanding voting securities of such issuer), and no more than 25% of the
value of each Fund's total assets may be invested in the securities of any one
issuer (other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which such Fund controls and
which are engaged in the same or similar trades or businesses.

Each Fund intends to distribute to shareholders any excess of net
long-term capital gain over net short-term capital loss ("net capital gain") for
each taxable year. Such gain is distributed as a capital gain dividend and is
taxable to shareholders as long-term capital gain, regardless of the length of
time the shareholder has held the shares, whether such gain was recognized by
the Fund prior to the date on which a shareholder acquired shares of the Fund
and whether the distribution was paid in cash or reinvested in shares. In
addition, investors should be aware that any loss realized upon the sale,
exchange or redemption of shares held for six months or less will be treated as
a long-term capital loss to the extent of any capital gain dividends that have
been paid with respect to such shares.

Dividends and distributions from each Fund will generally be taxable to
you in the tax year in which they are paid, with one exception. Dividends and
distributions declared by a Fund in October, November or December and paid in
January are taxed as though they were paid by December 31.

In the case of corporate shareholders, distributions of a Fund for any
taxable year generally qualify for the dividends received deduction to the
extent of the gross amount of "qualifying dividends" from domestic corporations
received by the Fund for the year. A dividend usually will be treated as a
"qualifying dividend" if it has been received from a domestic corporation. A
portion of the dividends paid by the Income Equity Fund, Stock Index Fund,
Growth Equity Fund, Select Equity Fund, Mid Cap Growth, Small Cap Index Fund,
Small Cap Fund and Technology Fund, may constitute "qualifying dividends." The
other Funds, however, are not expected to pay qualifying dividends.

If for any taxable year any Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders. In such
event, all distributions (whether or not derived from exempt-interest income)
would be taxable as ordinary income to the extent of such Fund's current and
accumulated earnings and profits and would be eligible for the dividends
received deduction in the case of corporate shareholders.

The Code imposes a non-deductible 4% excise tax on regulated investment
companies that fail to currently distribute an amount equal to specified
percentages of their ordinary taxable income and capital gain net income (excess
of capital gains over capital losses). Each Fund intends to make sufficient
distributions or deemed distributions of its ordinary taxable income and capital
gain net income each calendar year to avoid liability for this excise tax.

Although each Fund expects to qualify as a "regulated investment company"
and to be relieved of all or substantially all federal income taxes, depending
upon the extent of its activities in states and localities in which its offices
are maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business, each Fund may be subject
to the tax laws of such states or localities.

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<PAGE> 248
FEDERAL - TAX-EXEMPT INFORMATION

As described in the Prospectus, the Municipal Money Market, California
Municipal Money Market, Intermediate Tax-Exempt, California Intermediate
Tax-Exempt, Florida Intermediate Tax-Exempt, Tax-Exempt, Arizona Tax-Exempt,
California Tax-Exempt and High Yield Municipal Funds are designed to provide
investors with federally tax-exempt interest income. The Funds are not intended
to constitute a balanced investment program and are not designed for investors
seeking capital appreciation or maximum tax-exempt income irrespective of
fluctuations in principal. Shares of the Funds would not be suitable for
tax-exempt institutions or for retirement plans qualified under Section 401 of
the Code, H.R. 10 plans and individual retirement accounts because such plans
and accounts are generally tax-exempt and, therefore, would not gain any
additional benefit from the Funds' dividends being tax-exempt. In addition, the
Funds may not be an appropriate investment for persons or entities that are
"substantial users" of facilities financed by private activity bonds or "related
persons" thereof. "Substantial user" is defined under U.S. Treasury Regulations
to include a non-exempt person which regularly uses a part of such facilities in
its trade or business and whose gross revenues derived with respect to the
facilities financed by the issuance of bonds are more than 5% of the total
revenues derived by all users of such facilities, which occupies more than 5% of
the usable area of such facilities or for which such facilities or a part
thereof were specifically constructed, reconstructed or acquired. "Related
persons" include certain related natural persons, affiliated corporations, a
partnership and its partners and an S corporation and its shareholders.

In order for the Municipal Money Market, California Municipal Money
Market, Intermediate Tax-Exempt, California Intermediate Tax-Exempt, Florida
Intermediate Tax-Exempt, Tax-Exempt, Arizona Tax-Exempt, California Tax-Exempt
or High Yield Municipal Funds to pay federal exempt-interest dividends with
respect to any taxable year, at the close of each taxable quarter at least 50%
of the aggregate value of the Fund must consist of tax-exempt obligations. An
exempt-interest dividend is any dividend or part thereof (other than a capital
gain dividend) paid by a Fund and designated as an exempt-interest dividend in a
written notice mailed to shareholders not later than 60 days after the close of
the Fund's taxable year. However, the aggregate amount of dividends so
designated by a Fund cannot exceed the excess of the amount of interest exempt
from tax under Section 103 of the Code received by the Fund during the taxable
year over any amounts disallowed as deductions under Sections 265 and 171(a)(2)
of the Code. The percentage of total dividends paid by a Fund with respect to
any taxable year which qualifies as federal exempt-interest dividends will be
the same for all shareholders receiving dividends from the Fund with respect to
such year.

Interest on indebtedness incurred by a shareholder to purchase or carry
shares of a tax exempt Fund generally is not deductible for federal income tax
purposes to the extent attributable to exempt-interest-dividends. If a
shareholder holds Fund shares for six months or less, any loss on the sale or
exchange of those shares will be disallowed to the extent of the amount of
exempt-interest dividends earned with respect to the shares. The Treasury
Department, however, is authorized to issue regulations reducing the six-month
holding requirement to a period of not less than the greater of 31 days or the
period between regular distributions for investment companies that regularly
distribute at least 90% of its net tax-exempt interest. No such regulations had
been issued as of the date of this Additional Statement.

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<PAGE> 249
Corporate taxpayers will be required to take into account all
exempt-interest dividends from the Tax-Exempt Funds and the Municipal Funds in
determining certain adjustments for alternative minimum tax purposes.

The Funds will determine annually the percentages of their respective net
investment income which are exempt from tax, which constitute an item of tax
preference for purposes of the federal alternative minimum tax, and which are
fully taxable, and will apply these percentages uniformly to all dividends
declared from net investment income during that year. These percentages may
differ significantly from the actual percentages for any particular day.

Shareholders will be advised annually as to the federal income tax
consequences of distributions made by the Funds.

TAXATION OF CERTAIN FINANCIAL INSTRUMENTS

The tax principles applicable to transactions in financial instruments and
futures contacts and options that may be engaged in by a Fund, and investments
in passive foreign investment companies ("PFICs"), are complex and, in some
cases, uncertain. Such transactions and investments may cause a Fund to
recognize taxable income prior to the receipt of cash, thereby requiring the
Fund to liquidate other positions, or to borrow money, so as to make sufficient
distributions to shareholders to avoid corporate-level tax. Moreover, some or
all of the taxable income recognized may be ordinary income or short-term
capital gain, so that the distributions may be taxable to shareholders as
ordinary income.

In addition, in the case of any shares of a PFIC in which a Fund invests,
the Fund may be liable for corporate-level tax on any ultimate gain or
distributions on the shares if the Fund fails to make an election to recognize
income annually during the period of its ownership of the shares.

SPECIAL STATE TAX CONSIDERATIONS PERTAINING TO THE CALIFORNIA FUNDS

Assuming each of the California Funds qualifies as a regulated investment
company, it will be relieved of liability for California state franchise and
corporate income tax to the extent its earnings are distributed to its
shareholders. Each of the California Funds may be taxed on its undistributed
taxable income. If for any year one of the California Funds does not qualify as
a regulated investment company, all of that Fund's taxable income (including
interest income on California municipal instruments for franchise tax purposes
only) may be subject to California state franchise or income tax at regular
corporate rates.

If, at the close of each quarter of its taxable year, at least 50% of the
value of the total assets of a regulated investment company, or series thereof,
consists of obligations the interest on which, if held by an individual, is
exempt from taxation by California ("California municipal instruments") then a
regulated investment company, or series thereof, will be qualified to pay
dividends exempt from California state personal income tax to its non-corporate
shareholders (hereinafter referred to as "California exempt-interest
dividends"). "Series" of a regulated investment company is defined as a
segregated portfolio of assets, the beneficial interest in which is defined as a
series of stock of the company. Each of the California Funds intends to qualify
under the above requirements so that it can pay California exempt-interest
dividends. If one of the California Funds fails to so qualify, no part of

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that Fund's dividends to shareholders will be exempt from the California state
personal income tax. Each of the California Funds may reject purchase orders for
shares if it appears desirable to avoid failing to so qualify.

Within 60 days after the close of its taxable year, each of the California
Funds will notify each shareholder of the portion of the dividends paid by the
Fund to the shareholder with respect to such taxable year which is exempt from
California state personal income tax. The total amount of California
exempt-interest dividends paid by the Fund with respect to any taxable year
cannot exceed the excess of the amount of interest received by the Fund for such
year on California municipal instruments over any amounts that, if the Fund were
treated as an individual, would be considered expenses related to tax-exempt
income or amortizable bond premium and would thus not be deductible under
federal income or California state personal income tax law. The percentage of
total dividends paid by the Fund with respect to any taxable year which
qualifies as California exempt-interest dividends will be the same for all
shareholders receiving dividends from the Fund with respect to such year.

In cases where shareholders are "substantial users" or "related persons"
with respect to California municipal instruments held by one of the California
Funds, such shareholders should consult their tax advisers to determine whether
California exempt-interest dividends paid by the Fund with respect to such
obligations retain California state personal income tax exclusion. In this
connection, rules similar to those regarding the possible unavailability of
federal exempt-interest dividend treatment to "substantial users" are applicable
for California state tax purposes. See "Federal - Tax-Exempt Information" above.

To the extent any dividends paid to shareholders are derived from the
excess of net long-term capital gains over net short-term capital losses, such
dividends will not constitute California exempt-interest dividends and will
generally be taxed as long-term capital gains under rules similar to those
regarding the treatment of capital gain dividends for federal income tax
purposes. See "Federal - General Information" above. Moreover, interest on
indebtedness incurred by a shareholder to purchase or carry shares of one of the
California Funds is not deductible for California state personal income tax
purposes if that Fund distributes California exempt-interest dividends during
the shareholder's taxable year.

In addition, any loss realized by a shareholder of the California Funds
upon the sale of shares held for six months or less may be disallowed to the
extent of any exempt-interest dividends received with respect to such shares.
Moreover, any loss realized upon the redemption of shares within six months from
the date of purchase of such shares and following receipt of a long-term capital
gains distribution will be treated as long-term capital loss to the extent of
such long-term capital gains distribution. Finally, any loss realized upon the
redemption of shares within thirty days before or after the acquisition of other
shares of the same Fund may be disallowed under the "wash sale" rules.

California may tax income derived from repurchase agreements involving
federal obligations because such income represents a premium paid at the time
the government obligations are repurchased rather than interest paid by the
issuer of the obligations.

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The foregoing is only a summary of some of the important California state
personal income tax considerations generally affecting the California Funds and
their shareholders. No attempt is made to present a detailed explanation of the
California state personal income tax treatment of the California Funds or their
shareholders, and this discussion is not intended as a substitute for careful
planning. Further, it should be noted that the portion of a Fund's dividends
constituting California exempt-interest dividends is excludable from income for
California state personal income tax purposes only. Any dividends paid to
shareholders subject to California state franchise tax or California state
corporate income tax may therefore be taxed as ordinary dividends to such
purchasers notwithstanding that all or a portion of such dividends is exempt
from California state personal income tax. Accordingly, potential investors in
one of the California Funds, including, in particular, corporate investors which
may be subject to either California franchise tax or California corporate income
tax, should consult their tax advisers with respect to the application of such
taxes to the receipt of Fund dividends and as to their own California state tax
situation, in general.

SPECIAL STATE TAX CONSIDERATIONS PERTAINING TO THE FLORIDA INTERMEDIATE
TAX-EXEMPT FUND

The State of Florida does not currently impose an income tax on
individuals. Thus, individual shareholders of the Florida Intermediate
Tax-Exempt Fund will not be subject to any Florida income tax on distributions
received from the Fund. However, Florida does currently impose an income tax on
certain corporations. Consequently, distributions may be taxable to corporate
shareholders.

The State of Florida currently imposes an "intangibles tax" at the annual
rate of 2 mills or 0.20% on certain securities and other intangible assets owned
by Florida residents. Every natural person is entitled to an exemption of the
first $20,000 of the value of taxable property against the first mill of the
annual tax. Spouses filing jointly are entitled to a $40,000 exemption. With
respect to the second mill, natural persons are entitled to an exemption of the
first $100,000 of otherwise taxable property (joint filers are entitled to a
$200,000 exemption). Taxpayers are limited to only one exemption under each
provision. Notes, bonds and other obligations issued by the State of Florida or
its municipalities, counties, and other taxing districts, or by the United
States Government, its agencies and certain U.S. territories and possessions
(such as Guam, Puerto Rico and the Virgin Islands) as well as cash are exempt
from this intangibles tax. If on December 31 of any year at least 90 percent of
the net asset value of the portfolio of the Florida Intermediate Tax-Exempt Fund
consists solely of such exempt assets, then the Fund's shares will be exempt
from the Florida intangibles tax payable in the following year.

In order to take advantage of the exemption from the intangibles tax in
any year, it may be necessary for the Fund to sell some of its non-exempt assets
held in its portfolio during the year and reinvest the proceeds in exempt assets
including cash prior to December 31. Transaction costs involved in restructuring
the portfolio in this fashion would likely reduce the Fund's investment return
and might exceed any increased investment return the Fund achieved by investing
in non-exempt assets during the year.

Outside the State of Florida, income distributions may be taxable to
shareholders under state or local law as dividend income even though all or a
portion of such distributions may be derived from interest on tax-exempt
obligations or U.S. Government obligations which, if realized directly, would be
exempt from such income taxes. Shareholders are advised to consult their tax
advisers concerning the application of state and local taxes.

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SPECIAL STATE TAX CONSIDERATIONS PERTAINING TO THE ARIZONA TAX-EXEMPT FUND

Individuals, trusts and estates who are subject to Arizona income tax will
not be subject to such tax on dividends paid by the Arizona Tax-Exempt Fund, to
the extent that such dividends qualify as exempt-interest dividends of a
regulated investment company under Section 852(b)(5) of the Code and are
attributable to either (i) obligations of the State of Arizona or its political
subdivisions thereof or (ii) obligations issued by the governments of Guam,
Puerto Rico, or the Virgin Islands. In addition, dividends paid by the Arizona
Tax-Exempt Fund which are attributable to interest payments on direct
obligations of the United States government will not be subject to Arizona
income tax to the extent the Arizona Tax-Exempt Fund qualifies as a regulated
investment company under Subchapter M of the Code. Other distributions from the
Arizona Tax-Exempt Fund, however, such as distributions of short-term or
long-term capital gains, will generally not be exempt from Arizona income tax.

There are no municipal income taxes in Arizona. Moreover, because shares
of the Arizona Tax-Exempt Fund are intangibles, they are not subject to Arizona
property tax. Shareholders of the Arizona Tax-Exempt Fund should consult their
tax advisors about other state and local tax consequences of their investment in
the Arizona Tax-Exempt Fund.

DESCRIPTION OF SHARES

The Trust Agreement permits Northern Funds' Board of Trustees to issue an
unlimited number of full and fractional shares of beneficial interest of one or
more separate series representing interests in different investment portfolios.
Northern Funds may hereafter create series in addition to Northern Funds'
existing series, which represent interests in twenty-seven portfolios, each of
which is discussed in this Additional Statement. Under the terms of the Trust
Agreement, each share of each Fund has a par value of $.0001, represents a
proportionate interest in the particular Fund with each other share of its class
and is entitled to such dividends and distributions out of the income belonging
to the Fund as are declared by the Trustees. Upon any liquidation of a Fund,
shareholders of each class of a Fund are entitled to share pro rata in the net
assets belonging to that class available for distribution. Shares do not have
any preemptive or conversion rights. The right of redemption is described under
"Redeeming and Exchanging Shares" in the Prospectus. Pursuant to the terms of
the 1940 Act, the right of a shareholder to redeem shares and the date of
payment by a Fund may be suspended for more than seven days (a) for any period
during which the New York Stock Exchange is closed, other than the customary
weekends or holidays, or trading in the markets the Fund normally utilizes is
closed or is restricted as determined by the SEC, (b) during any emergency, as
determined by the SEC, as a result of which it is not reasonably practicable for
the Fund to dispose of instruments owned by it or fairly to determine the value
of its net assets, or (c) for such other period as the SEC may by order permit
for the protection of the shareholders of the Fund. Northern Funds may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions. In addition, Northern Funds
reserves the right to adopt, by action of the Trustees, a policy pursuant to
which it may, without shareholder approval, redeem upon not less than 30 days'
notice all of a Fund's shares if such shares have an aggregate value below a
designated amount and if the Trustees determine that it is not practical,
efficient or advisable to continue the operation of such Fund and that any
applicable requirements of the 1940 Act have been met. Shares when issued as
described in the

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Prospectus are validly issued, fully paid and nonassessable, except as stated
below. In the interests of economy and convenience, certificates representing
shares of the Funds are not issued.

The proceeds received by each Fund for each issue or sale of its shares,
and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated
to and constitute the underlying assets of that Fund. The underlying assets of
each Fund will be segregated on the books of account, and will be charged with
the liabilities in respect to that Fund and with a share of the general
liabilities of Northern Funds. Expenses with respect to the portfolios of
Northern Funds are normally allocated in proportion to the net asset value of
the respective portfolios except where allocations of direct expenses can
otherwise be fairly made.

Shareholders are entitled to one vote for each full share held and
proportionate fractional votes for fractional shares held. Each Fund entitled to
vote on a matter will vote in the aggregate and not by Fund, except as required
by law or when the matter to be voted on affects only the interests of
shareholders of a particular Fund.

Rule 18f-2 under the 1940 Act provides that any matter required by the
provisions of the 1940 Act or applicable state law, or otherwise, to be
submitted to the holders of the outstanding voting securities of an investment
company such as Northern Funds shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
shares of each investment portfolio affected by such matter. Rule 18f-2 further
provides that an investment portfolio shall be deemed to be affected by a matter
unless the interests of each investment portfolio in the matter are
substantially identical or the matter does not affect any interest of the
investment portfolio. Under the Rule, the approval of an investment advisory
agreement, a distribution plan subject to Rule 12b-1 under the 1940 Act or any
change in a fundamental investment policy would be effectively acted upon with
respect to an investment portfolio only if approved by a majority of the
outstanding shares of such investment portfolio. However, the Rule also provides
that the ratification of the appointment of independent accountants, the
approval of principal underwriting contracts and the election of Trustees are
exempt from the separate voting requirements stated above.

The term "majority of the outstanding shares" of either Northern Funds or
a particular Fund or investment portfolio means, with respect to the approval of
an investment advisory agreement, a distribution plan or a change in a
fundamental investment policy, the vote of the lesser of (i) 67% or more of the
shares of Northern Funds or such Fund or portfolio present at a meeting, if the
holders of more than 50% of the outstanding shares of Northern Funds or such
Fund or portfolio are present or represented by proxy, or (ii) more than 50% of
the outstanding shares of Northern Funds or such Fund or portfolio.

As of May 19, 1999 Northern and its affiliates held of record
substantially all of the outstanding shares of the Non-Money Market Funds as
agent, custodian, trustee or investment adviser on behalf of their customers. At
such date, The Northern Trust Company, 50 S. LaSalle Street, Chicago, Illinois
60675, and its affiliate banks held as beneficial owner five percent or more of
the outstanding shares of the Non-Money Market Funds because they possessed sole
or shared voting or investment power with respect to such shares. As of May 19,
1999 the names and share ownership of the entities or individuals which held of
record or beneficially more than 5% of the outstanding shares of any Fund were
as follows: Money Market Fund: Northern Trust Bank - Miami on behalf of its
customers,

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17.09%, Short Term Investment Fund, 20.83%, Northern Trust Bank - M&I Sweep
Account, 5.22%; U.S. Government Money Market Fund: Sahara Enterprises, Inc.
Fixed Income Portfolio, 10.09%, Northern Trust Bank - M&I Sweep Account, 11.98%;
Municipal Money Market Fund: Northern Trust Bank - Miami on behalf of its
customers, 28.96% and Northern Trust Bank - M&I Sweep Account, 5.47%; U.S.
Government Select Money Market Fund: Northern Trust Bank - Miami on behalf of
its customers, 31.12%; Florida Intermediate Tax-Exempt Fund: Abraham General
Partnership, 5.59%, Donaldson, Lufkin & Jenrette, 11.78% and John C. Schumann,
Jr., 7.40%; California Municipal Money Market Fund: Northern Trust Bank - M&I
Sweep Account, 12.03%; Stock Index Fund: Donaldson, Lufkin & Jenrette, 7.75%;
Select Equity Fund: Donaldson, Lufkin & Jenrette, 11.65%; International Select
Equity Fund: James L. Knight, 6.56%; California Tax-Exempt Fund: Julius Epstein
Residuary T/U/W, 5.93%; Technology Fund: Donaldson, Lufkin & Jenrette, 6.40%.
The address of all of the above persons is c/o The Northern Trust Bank, 50 S.
LaSalle Street, Chicago, Illinois 60675.

As of May 31, 1999, Northern Trust possessed sole or shared voting or
investment power for its customer accounts with respect to more than 50% of the
outstanding shares of Northern Funds.

As a general matter, Northern Funds does not hold annual or other meetings
of shareholders. This is because the Trust Agreement provides for shareholder
voting only for the election or removal of one or more Trustees, if a meeting is
called for that purpose, and for certain other designated matters. Each Trustee
serves until the next meeting of shareholders, if any, called for the purpose of
considering the election or reelection of such Trustee or of a successor to such
Trustee, and until the election and qualification of his successor, if any,
elected at such meeting, or until such Trustee sooner dies, resigns, retires or
is removed by the shareholders or two-thirds of the Trustees. In addition, the
Trustees have adopted a by-law (changeable without shareholder approval) that
provides that a Trustee will cease to serve as a Trustee effective as of the
last calendar day in the semi-annual fiscal period of Northern Funds in which
the earlier of the following events occurs: (a) the date such Trustee attains
the age of seventy-three years; and (b) the twelfth anniversary of the date of
such Trustee's written acceptance to serve as a Trustee.

Northern Funds does not presently intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law.
Pursuant to the Trust Agreement, the Trustees will promptly call a meeting of
shareholders to vote upon the removal of any Trustee when so requested in
writing by the record holders of 10% or more of the outstanding shares. To the
extent required by law, Northern Funds will assist in shareholder communications
in connection with the meeting.

Under Massachusetts law, there is a possibility that shareholders of a
business trust could, under certain circumstances, be held personally liable as
partners for the obligations of the trust. The Trust Agreement contains an
express disclaimer of shareholder (as well as Trustee and officer) liability for
acts or obligations of Northern Funds and requires that notice of such
disclaimer be given in each contract, undertaking or instrument entered into or
executed by Northern Funds or the Trustees. The Trust Agreement provides for
indemnification out of Trust property of any shareholder charged or held
personally liable for the obligations or liabilities of Northern Funds solely by
reason of being or having been a shareholder of Northern Funds and not because
of such shareholder's acts or omissions or for some other reason. The Trust
Agreement also provides that Northern Funds shall, upon proper and timely
request, assume the defense of any charge made against any shareholder as such
for any

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obligation or liability of Northern Funds and satisfy any judgment thereon.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Northern Funds itself
would be unable to meet its obligations.

The Trust Agreement provides that each Trustee of Northern Funds will be
liable for his own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee
("disabling conduct"), and for nothing else, and will not be liable for errors
of judgment or mistakes of fact or law. The Trust Agreement provides further
that Northern Funds will indemnify Trustees and officers of Northern Funds
against liabilities and expenses incurred in connection with litigation and
other proceedings in which they may be involved (or with which they may be
threatened) by reason of their positions with Northern Funds, except that no
Trustee or officer will be indemnified against any liability to Northern Funds
or its shareholders to which he would otherwise be subject by reason of
disabling conduct.

The Trust Agreement provides that each shareholder, by virtue of becoming
such, will be held to have expressly assented and agreed to the terms of the
Trust Agreement and to have become a party thereto.

FINANCIAL STATEMENTS

The audited financial statements and related report of the Trust's
independent auditors, contained in the annual report to shareholders for the
fiscal year ended March 31, 1999 (the "Annual Report") are hereby incorporated
herein by reference. No other part of the Annual Report is incorporated by
reference herein. Copies of the Annual Report may be obtained, without charge,
from the Transfer Agent by writing to the Northern Funds Center, P.O. Box 75986,
Chicago, Illinois 60690-9069 or by calling 1-800-595-9111.

OTHER INFORMATION

The Prospectus and this Additional Statement do not contain all the
information included in the Registration Statement filed with the SEC under the
1933 Act with respect to the securities offered by Northern Funds' Prospectus.
Certain portions of the Registration Statement have been omitted from the
Prospectus and this Additional Statement pursuant to the rules and regulations
of the SEC. The Registration Statement, including the exhibits filed therewith,
may be examined at the office of the SEC in Washington, D.C.

Statements contained in the Prospectus or in this Additional Statement as
to the contents of any contract or other documents referred to are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement of
which the Prospectus and this Additional Statement form a part, each such
statement being qualified in all respects by such reference.

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APPENDIX A

COMMERCIAL PAPER RATINGS

A Standard & Poor's ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. The following summarizes the rating
categories used by Standard and Poor's for commercial paper:

"A-1" - Obligations are rated in the highest category indicating
that the obligor's capacity to meet its financial commitment on the obligation
is strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.

"A-2" - Obligations are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

"A-3" - Obligations exhibit adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

"B" - Obligations are regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

"C" - Obligations are currently vulnerable to nonpayment and are
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

"D" - Obligations are in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:

"Prime-1" - Issuers (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with

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moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

"Prime-2" - Issuers (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

"Not Prime" - Issuers do not fall within any of the Prime rating
categories.

The three rating categories of Duff & Phelps for investment grade
commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff & Phelps
employs three designations, "D-1+," "D-1" and "D-1-," within the highest rating
category. The following summarizes the rating categories used by Duff & Phelps
for commercial paper:

"D-1+" - Debt possesses the highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.

"D-1-" - Debt possesses high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.

"D-2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.

"D-3" - Debt possesses satisfactory liquidity and other protection
factors qualify issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is expected.

"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.

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"D-5" - Issuer has failed to meet scheduled principal and/or
interest payments.

Fitch IBCA short-term ratings apply to debt obligations that have
time horizons of less than 12 months for most obligations, or up to three years
for U.S. public finance securities. The following summarizes the rating
categories used by Fitch IBCA for short-term obligations:

"F1" - Securities possess the highest credit quality. This
designation indicates the strongest capacity for timely payment of financial
commitments and may have an added "+" to denote any exceptionally strong credit
feature.

"F2" - Securities possess good credit quality. This designation
indicates a satisfactory capacity for timely payment of financial commitments,
but the margin of safety is not as great as in the case of the higher ratings.

"F3" - Securities possess fair credit quality. This designation
indicates that the capacity for timely payment of financial commitments is
adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.

"B" - Securities possess speculative credit quality. This
designation indicates minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

"C" - Securities possess high default risk. This designation
indicates that default is a real possibility and that the capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

"D" - Securities are in actual or imminent payment default.

Thomson BankWatch short-term ratings assess the likelihood of an
untimely payment of principal and interest of debt instruments with original
maturities of one year or less. The following summarizes the ratings used by
Thomson BankWatch:

"TBW-1" - This designation represents Thomson BankWatch's highest
category and indicates a very high likelihood that principal and interest will
be paid on a timely basis.

"TBW-2" - This designation represents Thomson BankWatch's
second-highest category and indicates that while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1."

"TBW-3" - This designation represents Thomson BankWatch's lowest
investment-grade category and indicates that while the obligation is more
susceptible to adverse developments (both internal and external) than those with
higher ratings, the capacity to service principal and interest in a timely
fashion is considered adequate.

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"TBW-4" - This designation represents Thomson BankWatch's lowest
rating category and indicates that the obligation is regarded as non-investment
grade and therefore speculative.

CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS

The following summarizes the ratings used by Standard & Poor's for
corporate and municipal debt:

"AAA" - An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

"A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as
having significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

"BB" - An obligation rated "BB" is less vulnerable to nonpayment
than other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to the obligor's inadequate capacity to meet its financial commitment on the
obligation.

"B" - An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB", but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

"CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.

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"CC" - An obligation rated "CC" is currently highly vulnerable to
nonpayment.

"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.

"D" - An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

"r" - This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:

"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than the "Aaa"
securities.

"A" - Bonds possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

"Baa" - Bonds are considered as medium-grade obligations, (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate

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for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of poor standing; "Ca" represents obligations
which are speculative in a high degree; and "C" represents the lowest rated
class of bonds). "Caa," "Ca" and "C" bonds may be in default.

Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from "Aa" through "Caa". The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of its generic rating category.

The following summarizes the long-term debt ratings used by Duff &
Phelps for corporate and municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit quality. The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

"AA" - Debt is considered to be of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.

"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable in periods of greater economic
stress.

"BBB" - Debt possesses below-average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.

"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of these
ratings is considered to be below investment grade. Although below investment
grade, debt rated "BB" is deemed likely to meet obligations when due. Debt rated
"B" possesses the risk that obligations will not be met when due. Debt rated
"CCC" is well below investment grade and has considerable uncertainty as to
timely payment of principal, interest or preferred dividends. Debt rated "DD" is
a defaulted debt obligation, and the rating "DP" represents preferred stock with
dividend arrearages.

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To provide more detailed indications of credit quality, the "AA,"
"A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within these major categories.

The following summarizes the ratings used by Fitch IBCA for
corporate and municipal bonds:

"AAA" - Bonds considered to be investment grade and of the highest
credit quality. These ratings denote the lowest expectation of credit risk and
are assigned only in case of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.

"AA" - Bonds considered to be investment grade and of very high
credit quality. These ratings denote a very low expectation of credit risk and
indicate very strong capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events.

"A" - Bonds considered to be investment grade and of high credit
quality. These ratings denote a low expectation of credit risk and indicate
strong capacity for timely payment of financial commitments. This capacity may,
nevertheless, be more vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings.

"BBB" - Bonds considered to be investment grade and of good credit
quality. These ratings denote that there is currently a low expectation of
credit risk. The capacity for timely payment of financial commitments is
considered adequate, but adverse changes in circumstances and in economic
conditions are more likely to impair this capacity.

"BB" - Bonds considered to be speculative. These ratings indicate
that there is a possibility of credit risk developing, particularly as the
result of adverse economic changes over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
Securities rated in this category are not investment grade.

"B" - Bonds are considered highly speculative. These ratings
indicate that significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable business and
economic environment.

"CCC", "CC", "C" - Bonds have high default risk. Default is a real
possibility, and capacity for meeting financial commitments is solely reliant
upon sustained, favorable business or economic developments. "CC" ratings
indicate that default of some kind appears probable, and "C" ratings signal
imminent default.

"DDD," "DD" and "D" - Bonds are in default. Securities are not
meeting obligations and are extremely speculative. "DDD" designates the highest
potential for recovery of amounts outstanding on any securities involved and "D"
represents the lowest potential for recovery.

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To provide more detailed indications of credit quality, the Fitch
IBCA ratings from and including "AA" to "B" may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major rating
categories.

Thomson BankWatch assesses the likelihood of an untimely repayment
of principal or interest over the term to maturity of long term debt and
preferred stock which are issued by United States commercial banks, thrifts and
non-bank banks; non-United States banks; and broker-dealers. The following
summarizes the rating categories used by Thomson BankWatch for long-term debt
ratings:

"AAA" - This designation indicates that the ability to repay
principal and interest on a timely basis is extremely high.

"AA" - This designation indicates a very strong ability to repay
principal and interest on a timely basis, with limited incremental risk compared
to issues rated in the highest category.

"A" - This designation indicates that the ability to repay principal
and interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

"BBB" - This designation represents the lowest investment-grade
category and indicates an acceptable capacity to repay principal and interest.
Issues rated "BBB" are more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.

"BB," "B," "CCC," and "CC," - These designations are assigned by
Thomson BankWatch to non-investment grade long-term debt. Such issues are
regarded as having speculative characteristics regarding the likelihood of
timely payment of principal and interest. "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.

"D" - This designation indicates that the long-term debt is in
default.

PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may
include a plus or minus sign designation which indicates where within the
respective category the issue is placed.

MUNICIPAL NOTE RATINGS

A Standard and Poor's rating reflects the liquidity concerns and
market access risks unique to notes due in three years or less. The following
summarizes the ratings used by Standard & Poor's Ratings Group for municipal
notes:

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"SP-1" - The issuers of these municipal notes exhibit a strong
capacity to pay principal and interest. Those issues determined to possess very
strong characteristics are given a plus (+) designation.

"SP-2" - The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes.

"SP-3" - The issuers of these municipal notes exhibit speculative
capacity to pay principal and interest.

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the differences between short-term credit risk and long-term
risk. The following summarizes the ratings by Moody's Investors Service, Inc.
for short-term notes:

"MIG-1"/"VMIG-1" - This designation denotes best quality. There is
present strong protection by established cash flows, superior liquidity support
or demonstrated broad-based access to the market for refinancing.

"MIG-2"/"VMIG-2" - This designation denotes high quality, with
margins of protection that are ample although not so large as in the preceding
group.

"MIG-3"/"VMIG-3" - This designation denotes favorable quality, with
all security elements accounted for but lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and market
access for refinancing is likely to be less well established.

"MIG-4"/"VMIG-4" - This designation denotes adequate quality.
Protection commonly regarded as required of an investment security is present
and although not distinctly or predominantly speculative, there is specific
risk.

"SG" - This designation denotes speculative quality. Debt
instruments in this category lack of margins of protection.

Fitch IBCA and Duff & Phelps use the short-term ratings described
under Commercial Paper Ratings for municipal notes.

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APPENDIX B

As stated in the Prospectus, the Funds (other than the Money Market
Funds) may enter into certain futures transactions. Such transactions are
described in this Appendix.

I. Interest Rate Futures Contracts

Use of Interest Rate Futures Contracts. Bond prices are established
in both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, only a contract is made to purchase or sell a bond in the future
for a set price on a certain date. Historically, the prices for bonds
established in the futures markets have tended to move generally in the
aggregate in concert with the cash market prices and have maintained fairly
predictable relationships. Accordingly, a Fund may use interest rate futures
contracts as a defense, or hedge, against anticipated interest rate changes. As
described below, this would include the use of futures contract sales to protect
against expected increases in interest rates and futures contract purchases to
offset the impact of interest rate declines.

A Fund presently could accomplish a similar result to that which it
hopes to achieve through the use of futures contracts by selling bonds with long
maturities and investing in bonds with short maturities when interest rates are
expected to increase, or conversely, selling short-term bonds and investing in
long-term bonds when interest rates are expected to decline. However, because of
the liquidity that is often available in the futures market, the protection is
more likely to be achieved, perhaps at a lower cost and without changing the
rate of interest being earned by a Fund, by using futures contracts.

Interest rate future contracts can also be used by a Fund for
non-hedging (speculative) purposes to increase total return.

Description of Interest Rate Futures Contracts. An interest rate
futures contract sale would create an obligation by a Fund, as seller, to
deliver the specific type of financial instrument called for in the contract at
a specific future time for a specified price. A futures contract purchase would
create an obligation by a Fund, as purchaser, to take delivery of the specific
type of financial instrument at a specific future time at a specific price. The
specific securities delivered or taken, respectively, at settlement date, would
not be determined until at or near that date. The determination would be in
accordance with the rules of the exchange on which the futures contract sale or
purchase was made.

Although interest rate futures contracts by their terms call for
actual delivery or acceptance of securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery
of securities. Closing out a futures contract sale is effected by the Fund's
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date. If the price
of the sale exceeds the price of the offsetting purchase, the Fund is
immediately paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the sale price, the Fund pays the difference and realizes
a loss.

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Similarly, the closing out of a futures contract purchase is effected by the
Fund entering into a futures contract sale. If the offsetting sale price exceeds
the purchase price, the Fund realizes a gain, and if the purchase price exceeds
the offsetting sale price, the Fund realizes a loss.

Interest rate futures contracts are traded in an auction environment
on the floors of several exchanges -- principally, the Chicago Board of Trade,
the Chicago Mercantile Exchange and the New York Futures Exchange. Each exchange
guarantees performance under contract provisions through a clearing corporation,
a nonprofit organization managed by the exchange membership.

A public market now exists in futures contracts covering various
financial instruments including long-term U.S. Treasury Bonds and Notes;
Government National Mortgage Association (GNMA) modified pass-through mortgage
backed securities; three-month U.S. Treasury Bills; and ninety-day commercial
paper. The Funds may trade in any interest rate futures contracts for which
there exists a public market, including, without limitation, the foregoing
instruments.

II. Index Futures Contracts

General. A stock or bond index assigns relative values to the stocks
or bonds included in the index, which fluctuates with changes in the market
values of the stocks or bonds included. Some stock index futures contracts are
based on broad market indexes, such as Standard & Poor's 500 or the New York
Stock Exchange Composite Index. In contrast, certain exchanges offer futures
contracts on narrower market indexes, such as the Standard & Poor's 100 or
indexes based on an industry or market indexes, such as Standard & Poor's 100 or
indexes based on an industry or market segment, such as oil and gas stocks.
Futures contracts are traded on organized exchanges regulated by the Commodity
Futures Trading Commission. Transactions on such exchanges are cleared through a
clearing corporation, which guarantees the performance of the parties to each
contract. To the extent consistent with its investment objective, a Fund may
also engage in transactions, from time to time, in foreign stock index futures
such as the ALL-ORDS (Australia), CAC-40 (France), TOPIX (Japan) and the
FTSE-100 (United Kingdom).

A Fund may sell index futures contracts in order to offset a
decrease in market value of its portfolio securities that might otherwise result
from a market decline. A Fund may do so either to hedge the value of its
portfolio as a whole, or to protect against declines, occurring prior to sales
of securities, in the value of the securities to be sold. Conversely, a Fund
will purchase index futures contracts in anticipation of purchases of
securities. A long futures position may be terminated without a corresponding
purchase of securities.

In addition, a Fund may utilize index futures contracts in
anticipation of changes in the composition of its portfolio holdings. For
example, in the event that a Fund expects to narrow the range of industry groups
represented in its holdings it may, prior to making purchases of the actual
securities, establish a long futures position based on a more restricted index,
such as an index comprised of securities of a particular industry group. A Fund
may also sell futures contracts in connection with this strategy, in order to
protect against the possibility that the value of the securities to be sold as
part of the restructuring of the portfolio will decline prior to the time of
sale.

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Index futures contracts may also be used by a Fund for non-hedging
(speculative) purposes to increase total return.

III. Futures Contracts on Foreign Currencies

A futures contract on foreign currency creates a binding obligation
on one party to deliver, and a corresponding obligation on another party to
accept delivery of, a stated quantity of foreign currency, for an amount fixed
in U.S. dollars. Foreign currency futures may be used by a Fund to hedge against
exposure to fluctuations in exchange rates between the U.S. dollar and other
currencies arising from multinational transactions.

IV. Margin Payments

Unlike purchases or sales of portfolio securities, no price is paid
or received by a Fund upon the purchase or sale of a futures contract.
Initially, a Fund will be required to deposit with the broker or in a segregated
account with a custodian or sub-custodian an amount of liquid assets, known as
initial margin, based on the value of the contract. The nature of initial margin
in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the customer to finance the transactions. Rather, the initial margin is
in the nature of a performance bond or good faith deposit on the contract which
is returned to the Fund upon termination of the futures contract assuming all
contractual obligations have been satisfied. Subsequent payments, called
variation margin, to and from the broker, will be made on a daily basis as the
price of the underlying instruments fluctuates making the long and short
positions in the futures contract more or less valuable, a process known as
"marking-to-market." For example, when a particular Fund has purchased a futures
contract and the price of the contract has risen in response to a rise in the
underlying instruments, that position will have increased in value and the Fund
will be entitled to receive from the broker a variation margin payment equal to
that increase in value. Conversely, where the Fund has purchased a futures
contract and the price of the future contract has declined in response to a
decrease in the underlying instruments, the position would be less valuable and
the Fund would be required to make a variation margin payment to the broker.
Prior to expiration of the futures contract, Northern Trust or NTQA may elect to
close the position by taking an opposite position, subject to the availability
of a secondary market, which will operate to terminate the Fund's position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Fund, and the Fund
realizes a loss or gain.

V. Risks of Transactions in Futures Contracts

There are several risks in connection with the use of futures by a
Fund. One risk arises because of the imperfect correlation between movements in
the price of the futures and movements in the price of the instruments which are
the subject of the hedge. The price of the future may move more than or less
than the price of the instruments being hedged. If the price of the futures
moves less than the price of the instruments which are the subject of the hedge,
the hedge will not be fully effective but, if the price of the instruments being
hedged has moved in an unfavorable direction, the Fund would be in a better
position than if it had not hedged at all. If the price of the instruments being
hedged has moved in a favorable direction, this advantage will be partially
offset by the loss on the futures. If the

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price of the futures moves more than the price of the hedged instruments, the
Fund involved will experience either a loss or gain on the futures which will
not be completely offset by movements in the price of the instruments which are
the subject of the hedge. To compensate for the imperfect correlation of
movements in the price of instruments being hedged and movements in the price of
futures contracts, a Fund may buy or sell futures contracts in a greater dollar
amount than the dollar amount of instruments being hedged if the volatility over
a particular time period of the prices of such instruments has been greater than
the volatility over such time period of the futures, or if otherwise deemed to
be appropriate by the Investment Advisers. Conversely, a Fund may buy or sell
fewer futures contracts if the volatility over a particular time period of the
prices of the instruments being hedged is less than the volatility over such
time period of the futures contract being used, or if otherwise deemed to be
appropriate by the Investment Advisers. It is also possible that, where a Fund
has sold futures to hedge its portfolio against a decline in the market, the
market may advance and the value of instruments held in the Fund may decline. If
this occurred, the Fund would lose money on the futures and also experience a
decline in value in its portfolio securities.

When futures are purchased to hedge against a possible increase in
the price of securities or a currency before a Fund is able to invest its cash
(or cash equivalents) in an orderly fashion, it is possible that the market may
decline instead; if the Fund then concludes not to invest its cash at that time
because of concern as to possible further market decline or for other reasons,
the Fund will realize a loss on the futures contract that is not offset by a
reduction in the price of the instruments that were to be purchased.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and the
instruments being hedged, the price of futures may not correlate perfectly with
movement in the cash market due to certain market distortions. Rather than
meeting additional margin deposit requirements, investors may close futures
contracts through off-setting transactions which could distort the normal
relationship between the cash and futures markets. Second, with respect to
financial futures contracts, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced thus producing distortions. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market, and because of the imperfect correlation between the movements
in the cash market and movements in the price of futures, a correct forecast of
general market trends or interest rate movements by the adviser may still not
result in a successful hedging transaction over a short time frame.

Positions in futures may be closed out only on an exchange or board
of trade which provides a secondary market for such futures. Although the Funds
intend to purchase or sell futures only on exchanges or boards of trade where
there appear to be active secondary markets, there is no assurance that a liquid
secondary market on any exchange or board of trade will exist for any particular
contract or at any particular time. In such event, it may not be possible to
close a futures investment position, and in the event of adverse price
movements, a Fund would continue to be required to make daily cash payments of
variation margin. However, in the event futures contracts have been used to
hedge portfolio securities, such securities will not be sold until the futures
contract can be terminated.

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In such circumstances, an increase in the price of the securities, if any, may
partially or completely offset losses on the futures contract. However, as
described above, there is no guarantee that the price of the securities will in
fact correlate with the price movements in the futures contract and thus provide
an offset on a futures contract.

Further, it should be noted that the liquidity of a secondary market
in a futures contract may be adversely affected by "daily price fluctuation
limits" established by commodity exchanges which limit the amount of fluctuation
in a futures contract price during a single trading day. Once the daily limit
has been reached in the contract, no trades may be entered into at a price
beyond the limit, thus preventing the liquidation of open futures positions. The
trading of futures contracts is also subject to the risk of trading halts,
suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal trading activity, which could at times make it difficult
or impossible to liquidate existing positions or to recover excess variation
margin payments.

Successful use of futures by a Fund is also subject to the
Investment Advisers' ability to predict correctly movements in the direction of
the market. For example, if a particular Fund has hedged against the possibility
of a decline in the market adversely affecting securities held by it and
securities prices increase instead, the Fund will lose part or all of the
benefit to the increased value of its securities which it has hedged because it
will have offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash, it may have to sell securities to
meet daily variation margin requirements. Such sales of securities may be, but
will not necessarily be, at increased prices which reflect the rising market. A
Fund may have to sell securities at a time when it may be disadvantageous to do
so.

VI. Options on Futures Contracts

A Fund may purchase and write options on the futures contracts
described above. A futures option gives the holder, in return for the premium
paid, the right to buy (call) from or sell (put) to the writer of the option a
futures contract at a specified price at any time during the period of the
option. Upon exercise, the writer of the option is obligated to pay the
difference between the cash value of the futures contract and the exercise
price. Like the buyer or seller of a futures contract, the holder, or writer, of
an option has the right to terminate its position prior to the scheduled
expiration of the option by selling, or purchasing an option of the same series,
at which time the person entering into the closing transaction will realize a
gain or loss. A Fund will be required to deposit initial margin and variation
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above. Net option
premiums received will be included as initial margin deposits. As an example, in
anticipation of a decline in interest rates, a Fund may purchase call options on
futures contracts as a substitute for the purchase of futures contracts to hedge
against a possible increase in the price of securities which the Fund intends to
purchase. Similarly, if the value of the securities held by a Fund is expected
to decline as a result of an increase in interest rates, the Fund might purchase
put options or sell call options on futures contracts rather than sell futures
contracts.

Investments in futures options involve some of the same
considerations that are involved in connection with investments in futures
contracts (for example, the existence of a liquid

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secondary market). In addition, the purchase or sale of an option also entails
the risk that changes in the value of the underlying futures contract will not
correspond to changes in the value of the option purchased. Depending on the
pricing of the option compared to either the futures contract upon which it is
based, or upon the price of the securities being hedged, an option may or may
not be less risky than ownership of the futures contract or such securities. In
general, the market prices of options can be expected to be more volatile than
the market prices on the underlying futures contract. Compared to the purchase
or sale of futures contracts, however, the purchase of call or put options on
futures contracts may frequently involve less potential risk to the Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). The writing of an option on a futures contract involves risks similar to
those risks relating to the sale of futures contracts.

VII. Other Matters

Accounting for futures contracts will be in accordance with
generally accepted accounting principles.

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