<PAGE> 1
As filed with the Securities and Exchange Commission on September 10, 1999
Registration Nos. 33-73404
811-8236
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 24 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 26 /X/
Northern Funds
(Exact Name of Registrant as Specified in Charter)
207 E. Buffalo Street
Suite 400
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices)
Registrant's Telephone Number:
1-800-595-9111
Jeffrey A. Dalke, Esquire
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on September 17, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of beneficial interest
<PAGE> 2
This Post-Effective Amendment is being filed solely to designate a new effective
date for Post-Effective Amendment No. 23 ("PEA No. 23") to the Registrant's
Registration Statement on Form N-1A filed on June 30, 1999. The Prospectus and
Statement of Additional Information with respect to Registrant's Tax-Exempt
Money Market Fund and Small Cap Growth Fund are incorporated herein by reference
to PEA No. 23.
<PAGE> 3
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS
--------
The following exhibits are incorporated herein by reference:
(a) (1) Agreement and Declaration of Trust dated October 12,
1993 filed as Exhibit 1(a) to Post-Effective
Amendment No. 11 to Registrant's Registration
Statement on Form N-1A, filed on July 29, 1996 ("PEA
No. 11").
(2) Amendment No. 1 to Agreement and Declaration of Trust
filed as Exhibit 1(b) to PEA No. 11.
(3) Amendment No. 2 to Agreement and Declaration of Trust
filed as Exhibit 1(c) to PEA No. 11.
(4) Amendment No. 3 to Agreement and Declaration of Trust
filed as Exhibit 1(d) to PEA No. 11.
(5) Amendment No. 4 to Agreement and Declaration of Trust
filed as Exhibit 1(e) to PEA No. 11.
(6) Amendment No. 5 to Agreement and Declaration of Trust
dated May 26, 1995 filed as Exhibit 1(f) to
Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A, filed on June
12, 1996 ("PEA No. 9").
(7) Amendment No. 6 to Agreement and Declaration of Trust
dated August 6, 1996 filed as Exhibit 1(g) to
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A, filed on October
30, 1996 ("PEA No. 12").
(8) Amendment No. 7 to Agreement and Declaration of Trust
dated August 6, 1996 filed as Exhibit 1(h) to PEA No.
12.
(9) Amendment No. 8 to Agreement and Declaration of Trust
dated February 12, 1996 filed as Exhibit 1(i) to
Post-Effective Amendment No. 15 to Registrant's
Registration Statement on Form N-1A, filed on
February 26, 1997 ("PEA No. 15").
(10) Amendment No. 9 to Agreement and Declaration of Trust
dated February 12, 1997 filed as Exhibit 1(j) to
Post-Effective Amendment No. 16 to
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Registrant's Registration Statement on Form N-1A,
filed on July 31, 1997 ("PEA No. 16").
(11) Amendment No. 10 to Agreement and Declaration of
Trust dated November 18, 1997 filed as Exhibit 1(k)
to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A, filed on March
20, 1998 ("PEA No. 19").
(12) Amendment No. 11 to Agreement and Declaration of
Trust dated September 18, 1998 filed as Exhibit
(a)(12) to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A,
filed on May 28, 1999 ("PEA No. 22").
(13) Amendment No. 12 to Agreement and Declaration of
Trust dated November 18, 1998 filed as Exhibit
(a)(13) to PEA No. 22.
(14) Form of Amendment No. 13 to Agreement and Declaration
of Trust dated _________, 1999 filed as Exhibit
(a)(14) to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A,
filed on June 30, 1999 ("PEA No. 23").
(b) (1) By-Laws filed as Exhibit 2 to PEA No. 11.
(2) Amendment to the By-Laws dated August 4, 1994 filed
as Exhibit 2(a) to PEA No. 11.
(3) Amendment No. 2 to the By-Laws dated May 22, 1997
filed as Exhibit 2(b) to PEA No. 16.
(c) None.
(d) (1) Investment Advisory and Ancillary Services Agreement
between Registrant and The Northern Trust Company
dated April 1, 1994 ("Investment Advisory Agreement")
filed as Exhibit 5 to PEA No. 11.
(2) Addendum No. 1 to the Investment Advisory Agreement
dated November 29, 1994 filed as Exhibit 5(a) to PEA
No. 11.
(3) Addendum No. 2 to the Investment Advisory Agreement
dated March 29, 1996 filed as Exhibit 5(b) to PEA No.
9.
(4) Addendum No. 3 to the Investment Advisory Agreement
dated August 7, 1996 filed as Exhibit 5(c) to PEA No.
12.
(5) Addendum No. 4 to the Investment Advisory Agreement
dated March 24, 1997 filed as Exhibit 5(d) to PEA No.
16.
(6) Addendum No. 5 to the Investment Advisory Agreement
dated February 12, 1997 filed as Exhibit 5(e) to PEA
No. 19.
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(7) Addendum No. 6 to the Investment Advisory Agreement
dated November 18, 1997 filed as Exhibit 5(f) to PEA
No. 19.
(8) Assumption Agreement between The Northern Trust
Company and Northern Trust Quantitative Advisors,
Inc. dated April 1, 1998 filed as exhibit 5(g) to
Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A, filed on July
31, 1998 ("PEA No. 20").
(9) Addendum No. 7 to the Investment Advisory Agreement
dated December 21, 1998 filed as Exhibit (d)(9) to
PEA No. 22.
(10) Form of Addendum No. 8 to the Investment Advisory
Agreement dated _________, 1999 filed as Exhibit
(d)(10) to PEA No. 23.
(e) (1) Distribution Agreement between Registrant and
Northern Funds Distributors, LLC dated March 31, 1999
filed as Exhibit (e)(4) to PEA No. 22.
(2) Form of Amended and Restated Schedule A to the
Distribution Agreement dated _________, 1999 filed
as Exhibit (e)(2) to PEA No. 23.
(f) None.
(g) (1) Custodian Agreement between Registrant and The
Northern Trust Company dated April 1, 1994
("Custodian Agreement") filed as Exhibit 8(a) to PEA
No. 11.
(2) Addendum No. 1 to the Custodian Agreement dated
November 29, 1994 filed as Exhibit 8(d) to PEA No.
11.
(3) Addendum No. 2 to the Custodian Agreement dated March
29, 1996 filed as Exhibit 8(f) to PEA No. 9.
(4) Foreign Custody Agreement between the Registrant and
The Northern Trust Company dated April 1, 1994 filed
as Exhibit 8(g) to PEA No. 11.
(5) Addendum No. 3 to the Custodian Agreement dated
August 7, 1996 filed as Exhibit 8(i) to PEA No. 12.
(6) Addendum No. 4 to the Custodian Agreement dated
August 7, 1996 filed as Exhibit 8(j) to PEA No. 12.
(7) Addendum No. 5 to the Custodian Agreement dated March
24, 1997 filed as Exhibit 8(n) to PEA No. 16.
(8) Addendum No. 6 to the Custodian Agreement dated
February 12, 1997 filed as Exhibit 8(l) to PEA No.
19.
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(9) Addendum No. 7 to the Custodian Agreement dated
November 18, 1997 filed as Exhibit 8(o) to PEA No.
19.
(10) Addendum No. 1 to the Foreign Custody Agreement dated
April 1, 1998 filed as Exhibit 8(p) to PEA No. 19.
(11) Foreign Custody Monitoring Agreement between the
Registrant and The Northern Trust Company dated
February 18, 1998 filed as exhibit 8(r) to PEA No.
20.
(12) Addendum No. 8 to the Custodian Agreement dated
December 21, 1998 filed as Exhibit (g)(12) to PEA No.
22.
(13) Form of Addendum No. 9 to the Custodian Agreement
dated _________, 1999 filed as Exhibit (g)(13) to
PEA No. 23.
(h) (1) Transfer Agency Agreement between Registrant and The
Northern Trust Company dated April 1, 1994 ("Transfer
Agency Agreement") filed as Exhibit 8(b) to PEA No.
11.
(2) Addendum No. 1 to the Transfer Agency Agreement dated
November 29, 1994 filed as Exhibit 8(c) to PEA No.
11.
(3) Addendum No. 2 to the Transfer Agency Agreement dated
March 29, 1996 filed as Exhibit 8(e) to PEA No. 9.
(4) Addendum No. 3 to the Transfer Agency Agreement dated
August 7, 1996 filed as Exhibit 8(h) to PEA No. 12.
(5) Addendum No. 4 to the Transfer Agency Agreement dated
March 24, 1997 filed as Exhibit 8(m) to PEA No. 16.
(6) Addendum No. 5 to the Transfer Agency Agreement dated
February 12, 1997 filed as Exhibit 8(k) to PEA No.
19.
(7) Addendum No. 6 to the Transfer Agency Agreement dated
November 18, 1997 filed as Exhibit 8(q) to PEA No.
19.
(8) Administration Agreement between Registrant and
Sunstone Financial Group, Inc. dated April 1, 1994
("Administration Agreement") filed as Exhibit 9(a) to
PEA No. 11.
(9) Service Plan and Related Agreement filed as Exhibit
9(b) to PEA No. 9.
(10) Amended and Restated Schedule A to the Administration
Agreement dated November 18, 1997 filed as Exhibit
9(c) to PEA No. 19.
(11) Addendum No. 7 to the Transfer Agency Agreement dated
December 21, 1998 filed as Exhibit (h)(11) to PEA No.
22.
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(12) Amended and Restated Schedule A to the Administration
Agreement dated December 21, 1998 filed as Exhibit
(h)(12) to PEA No. 22.
(13) Form of Addendum No. 8 to the Transfer Agency
Agreement dated _________, 1999 filed as Exhibit
(h)(13) to PEA No. 23.
(14) Form of Amended and Restated Schedule A to the
Administration Agreement dated _________, 1999 filed
as Exhibit (h)(14) to PEA No. 23.
(i) To be filed by Amendment.
(j) (1) Consent of Drinker Biddle & Reath LLP filed as
Exhibit (j)(1) to PEA No. 23.
(2) Consent of Independent Public Accountants filed as
Exhibit (j)(2) to PEA No. 23.
(k) None.
(l) (1) Purchase Agreement between Registrant and The
Northern Trust Company dated March 31, 1994 filed as
Exhibit 13(a) to PEA No. 11.
(2) Purchase Agreement between Registrant and Miriam M.
Allison dated March 14, 1994 filed as Exhibit 13(b)
to PEA No. 11.
(3) Purchase Agreement between Registrant and Miriam M.
Allison dated March 31, 1998 for shares of the Mid
Cap Growth Fund filed as Exhibit (l)(3) to PEA No.
22.
(4) Purchase Agreement between Registrant and Miriam M.
Allison dated December 31, 1998 for shares of the
High Yield Fixed Income Fund filed as Exhibit (l)(4)
to PEA No. 22.
(5) Purchase Agreement between Registrant and Miriam M.
Allison dated December 31, 1998 for shares of the
High Yield Municipal Fund filed as Exhibit (l)(5) to
PEA No. 22.
(6) Form of Purchase Agreement between Registrant and
Miriam M. Allison dated ___________, 1999 for shares
of the Tax-Exempt Money Market Fund filed as Exhibit
(l)(6) to PEA No. 23.
(7) Form of Purchase Agreement between Registrant and
Miriam M. Allison dated _______, 1999 for shares of
the Small Cap Growth Fund filed as Exhibit (l)(7) to
PEA No. 23.
(m) Amended and Restated Distribution and Service Plan,
adopted April 11, 1994, as revised May 20, 1999, and
Related Agreement filed as Exhibit (m) to PEA No. 22.
(n) None
(o) None.
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is controlled by its Board of Trustees.
ITEM 25. INDEMNIFICATION
Section 7 of the Investment Advisory and Ancillary Services
Agreement between the Registrant and The Northern Trust Company ("Northern")
provides for indemnification of Northern or, in lieu thereof, contribution by
Registrant, in connection with certain claims and liabilities to which Northern,
in its capacity as Registrant's Adviser, may be subject. A copy of the
Investment Advisory and Ancillary Services Agreement is incorporated by
reference herein as Exhibit (d)(1).
Section 5 of the Administration Agreement between the
Registrant and Sunstone Financial Group, Inc. ("Sunstone") provides for
indemnification of Sunstone in connection with certain claims and liabilities to
which Sunstone, in its capacity as Registrant's Administrator, may be subject. A
copy of the Administration Agreement is incorporated by reference herein as
Exhibit (h)(8).
Section 2.8(a) of the Distribution Agreement between the
Registrant and Northern Funds Distributors, LLC provides for indemnification of
Northern Funds Distributors, LLC, an affiliate of Sunstone, in connection with
certain claims and liabilities to which Northern Funds Distributors, LLC, in its
capacity as Registrant's Distributor, may be subject. A copy of the Distribution
Agreement is filed herewith as Exhibit (e)(1).
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<PAGE> 9
In addition, Section 6.3 of Registrant's Agreement and
Declaration of Trust, a copy of which is incorporated by reference herein as
Exhibit (a)(1), provides for indemnification of shareholders as follows:
6.3 Indemnification of Shareholders. No Shareholder shall be
subject to any personal liability whatsoever to any person in
connection with property of the Trust or the acts, obligations
or affairs of the Trust or any Series thereof. The Trust shall
indemnify and hold each Shareholder harmless from and against
all claims and liabilities, to which such Shareholder may
become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder or former
Shareholder (or his or her heirs, executors, administrators or
other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) out of
the property of the Trust for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of assets of
the one or more Series whose Shares were held by said
Shareholder at the time the act or event occurred which gave
rise to the claim against or liability of said Shareholder.
The rights accruing to a Shareholder under this Section shall
not impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust or any Series thereof to
indemnify or reimburse a Shareholder in any appropriate
situation even though not specifically provided herein.
Section 6.4 of Registrant's Agreement and Declaration of
Trust, a copy of which is incorporated by reference herein as Exhibit (a)(1),
provides for indemnification of Trustees and officers, as follows:
6.4 Indemnification of Trustees, Officers, etc. The Trust
shall indemnify each of its Trustees and officers and persons
who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense
or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative
or legislative body, in which such Covered Person may be or
may have been involved as a party or otherwise or with which
such person may be or may have been threatened, while in
office or
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thereafter, by reason of being or having been such a Trustee
or officer, director or trustee, except that no Covered Person
shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office (such willful
misfeasance, bad faith, gross negligence or reckless disregard
being referred to herein as "Disabling Conduct"). Expenses,
including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or
proceeding upon receipt of (a) an undertaking by or on behalf
of such Covered Person to repay amounts so paid to the Trust
if it is ultimately determined that indemnification of such
expenses is not authorized under this Article VI and either
(b) such Covered Person provides security for such
undertaking, (c) the Trust is insured against losses arising
by reason of such payment, or (d) a majority of a quorum of
disinterested, non-party Trustees, or independent legal
counsel in a written opinion, determines, based on a review of
readily available facts, that there is reason to believe that
such Covered Person ultimately will be found entitled to
indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to Trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a Trustee, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Northern Trust Company, Registrant's investment adviser,
is a full service commercial bank and also provides a full range of trust and
fiduciary services. Set forth below is a list of all of the directors, senior
officers and those officers primarily responsible for Registrant's affairs of
The Northern Trust Company and, with respect to each such person, the name and
business address of the company (if any) with which such person has been
connected at any time within the last two fiscal years, as well as the capacity
in which such person was connected.
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Gregg D. Behrens
Executive Vice President None
J. David Brock
Executive Vice President None
Duane L. Burnham Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Abbott Laboratories Chairman of the
150 Field Drive Board
Suite 160
Lake Forest, IL 60045
Sara Lee Corp. Director
Three First National Plaza
Chicago, IL 60602
Dr. Dolores E. Cross Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Morris Brown College President (6/99)
Administration Building, 2nd Floor President -
643 Martin Luther King Jr. Drive Elect (10/98)
Atlanta, GA 30314
Chicago State University Former President
95th Street at King Drive
Chicago, IL 60643
General Electric Company Former President
3135 Easton Turnpike GE Fund
Fairfield, CT 06432
The Graduate School and University Center GE Fund
The City University of New York Distinguished
33 W. 42nd Street, Room 1400 N Professor of
New York, NY 10036 Leadership and
Diversity
Susan Crown Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Susan Crown Henry Crown & Co. Vice President
(continued) 222 North LaSalle Street
Suite 2000
Chicago, IL 60601
Baxter International Director
One Baxter Parkway
Deerfield, IL 60015
Illinois Tool Works Director
3600 West Lake Ave
Glenview, IL 60025-5811
John R. Goodwin NTQA Director, Managing
Senior Vice President 50 South LaSalle Street Director, Chief
Chicago, IL 60675 Investment Officer
Robert S. Hamada Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
The University of Chicago Dean and Edward
Graduate School of Business Eagle Brown
1101 East 58th Street Distinguished
Chicago, IL 60637 Service Professor of
Finance
A.M. Castle & Co. Director
3400 North Wolf Road
Franklin Park, IL 60131
Chicago Board of Trade Director
141 West Jackson Boulevard
Chicago, IL 60604
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Barry G. Hastings Northern Trust Corporation President and Chief
President and Chief 50 South LaSalle Street Operating Officer
Operating Officer Chicago, IL 60675 and Director
and Director
Northern Trust of California Director
Corporation
355 South Grand Avenue
Los Angeles, CA 90017
Northern Trust of Florida Vice Chairman of the
Corporation Board and Director
700 Brickell Avenue
Miami, FL 33131
Nortrust Realty Management, Inc. Director
50 South LaSalle Street
Chicago, IL 60675
Robert A. Helman Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Mayer, Brown & Platt Partner
190 South LaSalle Street, 38th Fl.
Chicago, IL 60603
Zenith Electronics Director
1000 Milwaukee Ave.
Glenview, IL 60025
Brambles USA, Inc. Director
400 North Michigan Avenue
Chicago, IL 60611
Chicago Stock Exchange Governor
One Financial Plaza
440 South LaSalle Street
Chicago, IL 60605
Dreyer's Grand Ice Cream, Inc. Director
5929 College Ave.
Oakland, CA 94618
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Arthur L. Kelly Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
KEL Enterprises L.P. Managing Partner
Two First National Plaza
20 S. Clark St., Suite 2222
Chicago, IL 60603
Bayerische Motoren Werke (BMW) A.G. Director
BMW Haus
Petuelring 130
Postfach 40 02 40
D-8000
Munich 40 Germany
Nalco Chemical Company Director
One Nalco Center
Naperville, IL 60563-1198
Snap-on Incorporated Director
2801 80th Street
Kenosha, WI 53140
A.G Deere & Company Director
John Deere Road
Moline, IL 61265
Thyssen Industries AG
Am Thyssenhaus 1
45128 Essen
Germany
Frederick A. Krehbiel Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Molex Incorporated Chairman, CEO and
2222 Wellington Court Director
Lisle, IL 60532-1682
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Frederick A. Krehbiel Nalco Chemical Company Director
(continued) One Nalco Center
Naperville, IL 60563-1198
Tellabs, Inc. Director
4951 Indiana Avenue
Lisle, IL 60532
Devry, Inc. Director
One Tower Lane
Suite 1000
Oak Brook Terrace, IL 60181
John V.N. McClure None
Executive Vice President
James J. Mitchell, III The Northern Trust Company Director
Executive Vice President of New York
40 Broad Street
8th Floor
New York, NY 10004
William G. Mitchell Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Peoples Energy Corporation Director
122 South Michigan Avenue
Chicago, IL 60603
The Sherwin-Williams Company Director
101 Prospect Avenue, N.W.
Cleveland, OH 44115-1075
Edward J. Mooney Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Nalco Chemical Company Chairman, Chief
One Nalco Center Executive Officer,
Naperville, IL 60563-1198 President and
Director
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Edward J. Mooney Morton International, Inc. Director
(continued) 100 North Riverside Plaza
Chicago, IL 60606
FMC Corp. Director
200 E. Randolph Drive
Chicago IL 60601
J. Terrance Murray None
Executive Vice President
William A. Osborn Northern Trust Corporation Director
Chairman and Chief 50 South LaSalle Street
Executive Officer Chicago, IL 60675
Nortrust Realty Management, Inc. Director
50 South LaSalle Street
Chicago, IL 60675
Northern Futures Corporation Director
50 South LaSalle Street
Chicago, IL 60675
Sheila A. Penrose Northern Trust Global Director
President - Advisors, Inc.
Corporate and Institutional 29 Federal Street
Services and Executive Stamford, CT 06901
Vice President
Northern Trust Retirement Manager
Consulting, L.L.C.
400 Perimeter Center Terrace
Suite 850
Atlanta, GA 30346
Nalco Chemical Company Director
One Nalco Center
Naperville, IL 60563-1198
NTQA Director
50 South LaSalle Street
Chicago, IL 60675
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Perry R. Pero Northern Futures Corporation Director
Senior Executive Vice 50 South LaSalle Street
President and Chief Chicago, IL 60675
Financial Officer
Northern Investment Corporation President and,
50 South LaSalle Street Director
Chicago IL 60675
Northern Trust Global Director
Advisors, Inc.
29 Federal Street
Stamford, CT 06901
Northern Trust Securities, Inc. Director
50 South LaSalle Street
Chicago, IL 60675
Nortrust Realty Management, Inc. Director
50 South LaSalle Street
Chicago, IL 60675
NTQA Director
50 South LaSalle Street
Chicago, IL 60675
Stephen N. Potter NTQA Director, Managing
Senior Vice President 50 South LaSalle Street Director
Chicago, IL 60675
Peter L. Rossiter None
Executive Vice President
and General Counsel
Lee Selander Northern Trust Retirement Manager
Executive Vice President Consulting, L.L.C.
400 Perimeter Center Terrace
Suite 850
Atlanta, GA 30346
Jean Sheridan None
Executive Vice President
</TABLE>
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<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Harold B. Smith Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
Illinois Tool Works Inc. Chairman of the
3600 West Lake Avenue Executive Committee
Glenview, IL 60025-5811 and Director
W. W. Grainger, Inc. Director
5500 West Howard Street
Skokie, IL 60077
Northwestern Mutual Life Trustee
Insurance Co.
720 East Wisconsin Avenue
Milwaukee, WI 53202
William D. Smithburg Northern Trust Corporation Director
Chairman 50 South LaSalle Street
Director Chicago, IL 60675
The Quaker Oats Company Retired
321 North Clark Street Chairman,
Chicago, IL 60610 President and Chief
Executive Officer
Abbott Laboratories Director
One Abbott Park Road
Abbott Park, IL 60064-3500
Corning Incorporated Director
Corning, NY 14831
Prime Capital Corporation Director
10275 W. Higgins Road
Suite 200
Rosemont, IL 60018
</TABLE>
C-17
<PAGE> 20
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
James M. Snyder NTQA Chairman, CEO and
Executive Vice President 50 South LaSalle Street Director
Chicago, IL 60675
Northern Trust Global Advisors, Inc. Director
29 Federal Street
Stamford, CT 06901
Mark Stevens None
Executive Vice President
Bide L. Thomas Northern Trust Corporation Director
Director 50 South LaSalle Street
Chicago, IL 60675
R. R. Donnelley & Sons Company Director
77 West Wacker Drive
Chicago, IL 60601
MYR Group Inc. Director
*(formerly L.E. Myers Company)
2550 West Golf Road
Rolling Meadows, IL 60008
* Name change
Stephen B. Timbers Northern Trust Global Director
President- Northern Trust Advisors, Inc.
Global Investments and 29 Federal Street
Executive Vice President Stamford, CT 06901
LTV Steel Co. Director
200 Public Square
Cleveland, OH 44114-2308
Zurich-Kemper Investments Former
222 S. Riverside Plaza President and
Chicago, IL 60606 Chief Executive Officer
(January 1996 -
December 1997)
</TABLE>
C-18
<PAGE> 21
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
NAME AND POSITION BUSINESS ADDRESS CONNECTION WITH
WITH INVESTMENT ADVISER OF OTHER COMPANY OTHER COMPANY
- ----------------------- ---------------- -------------
<S> <C> <C>
Stephen B. Timbers NTQA Director
(continued) 50 S. LaSalle Street
Chicago, IL 60675
William S. Trukenbrod None
Executive Vice President
Frederick Waddell None
Executive Vice President
Jeffrey H. Wessel NTQA President,
Executive Vice President 50 South LaSalle Street Director
Chicago, IL 60675
Northern Trust Retirement Manager
Consulting, L.L.C.
400 Perimeter Center Terrace
Suite 850
Atlanta, GA 30346
Northern Trust Global Advisors, Inc Director
29 Federal Street
Stamford, CT 06901
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITER
(a) None.
(b) To the best of Registrant's knowledge, the
executive officers of Northern Funds Distributors, LLC, distributor for
Registrant, are as follows:
<TABLE>
<CAPTION>
POSITIONS AND
OFFICES WITH POSITIONS AND
NAME AND PRINCIPAL NORTHERN FUNDS OFFICES WITH
BUSINESS ADDRESS DISTRIBUTORS, LLC REGISTRANT
- ---------------- ----------------- ----------
<S> <C> <C>
Miriam M. Allison President Vice President
207 E. Buffalo Street and Treasurer
Suite 400
Milwaukee, WI 53202
</TABLE>
C-19
<PAGE> 22
<TABLE>
<CAPTION>
POSITIONS AND
OFFICES WITH POSITIONS AND
NAME AND PRINCIPAL NORTHERN FUNDS OFFICES WITH
BUSINESS ADDRESS DISTRIBUTORS, LLC REGISTRANT
- ---------------- ----------------- ----------
<S> <C> <C>
Peter Hammond Secretary None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
Christine Mortensen Treasurer None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
Terry Ladwig Vice President None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202
</TABLE>
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The Agreement and Declaration of Trust, By-laws and minute
books of the Registrant are in the physical possession of Drinker Biddle & Reath
LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania
19103. Records relating to Sunstone Financial Group, Inc.'s functions as
administrator, and Northern Funds Distributors, LLC's functions as distributor,
for the Registrant are located at 207 E. Buffalo Street, Suite 400, Milwaukee,
Wisconsin 53202. All other accounts, books and other documents required to be
maintained under Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the physical possession of The Northern
Trust Company, 50 S. LaSalle Street, Chicago, Illinois 60675 or 801 S. Canal
Street, Chicago, Illinois 60607 (relating to transfer agent).
ITEM 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKINGS
Not Applicable.
C-20
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Post-Effective Amendment No. 24 to
its Registration Statement under Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 24 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia and State of Pennsylvania on the 10th
day of September, 1999.
NORTHERN FUNDS
By: /s/Jeffrey A. Dalke
--------------------
Jeffrey A. Dalke
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 24 to Registrant's Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/*/ Silas S. Cathcart* Trustee and President September 10, 1999
- --------------------------- (Chief Executive Officer)
Silas S. Cathcart
/*/ Miriam M. Allison* Treasurer September 10, 1999
- --------------------------- (Chief Financial
Miriam M. Allison and Accounting Officer)
/*/ James W. Cozad* Trustee September 10, 1999
- ---------------------------
James W. Cozad
/*/ Wesley M. Dixon, Jr.* Trustee September 10, 1999
- ---------------------------
Wesley M. Dixon, Jr.
/*/ William J. Dolan* Trustee September 10, 1999
- ---------------------------
William J. Dolan, Jr.
/*/ Raymond E. George, Jr.* Trustee September 10, 1999
- ---------------------------
Raymond E. George, Jr.
/*/ Michael E. Murphy* Trustee September 10, 1999
- ---------------------------
Michael E. Murphy
/*/ Mary Jacobs Skinner* Trustee September 10, 1999
- ---------------------------
Mary Jacobs Skinner
*By: /s/ Jeffrey A. Dalke September 10, 1999
----------------------
Jeffrey A. Dalke
Attorney-in-fact
</TABLE>
C-21
<PAGE> 24
NORTHERN FUNDS
(A Massachusetts Business Trust)
CERTIFICATE OF SECRETARY
The foregoing resolution was duly adopted by the Board of
Trustees of Northern Funds at a Meeting of the Board of Trustees held on May 20,
1999, and remains in effect on the date hereof:
RESOLVED, that the trustees and officers of Northern Funds who
may be required to execute any amendment to the Registration Statement of
Northern Funds be, and each of them hereby is, authorized to execute a
Power of Attorney appointing Jeffrey A. Dalke and Miriam M. Allison, or
either of them, their true and lawful attorney or attorneys, to execute
in their name, place and stead, in their capacity as trustee or officer,
or both, of Northern Funds, any and all amendments to said Registration
Statement, and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission; and either of said attorneys shall have full power and
authority to do in the name and on behalf of said trustees and officers,
or any or all of them, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all
intents and purposes as each of said trustees or officers, or any or all
of them, might or could do in person, said acts of said attorneys, or
either of them, being hereby ratified and approved;
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
of September, 1999.
/s/Jeffrey A. Dalke
-------------------
Jeffrey A. Dalke
Secretary
<PAGE> 25
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Silas S.
Cathcart, hereby constitutes and appoints Jeffrey A. Dalke and Miriam M. Allison
and either of them, his true and lawful attorney, to execute in his name, place,
and stead, in his capacity as Trustee or officer, or both, of the Trust, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and each of said attorneys shall have full power of
substitution and resubstitution; and each of said attorneys shall have full
power and authority to do and perform in his name and on his behalf, in any and
all capacities, every act whatsoever requisite or necessary to be done, as fully
and to all intents and purposes as he might or could do in person, said acts of
each of the said attorneys being hereby ratified and approved.
DATED: October 13, 1993
/s/ Silas S. Cathcart
- ---------------------
Silas S. Cathcart
<PAGE> 26
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Miriam
M. Allison, hereby constitutes and appoints Jeffrey A. Dalke her true and lawful
attorney, to execute in her name, place, and stead, in her capacity as officer
of the Trust, the Registration Statement and any amendments thereto and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission; and said attorney shall have
full power of substitution and resubstitution; and said attorney shall have full
power and authority to do and perform in her name and on her behalf, in any and
all capacities, every act whatsoever requisite or necessary to be done, as fully
and to all intents and purposes as she might or could do in person, said acts of
said attorney being hereby ratified and approved.
DATED: March 7, 1994
/s/ Miriam A. Allison
- ---------------------
Miriam A. Allison
-2-
<PAGE> 27
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, James W.
Cozad, hereby constitutes and appoints Jeffrey A. Dalke and Miriam M. Allison
and either of them, his true and lawful attorney, to execute in his name, place,
and stead, in his capacity as Trustee or officer, or both, of the Trust, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and each of said attorneys shall have full power of
substitution and resubstitution; and each of said attorneys shall have full
power and authority to do and perform in his name and on his behalf, in any and
all capacities, every act whatsoever requisite or necessary to be done, as fully
and to all intents and purposes as he might or could do in person, said acts of
each of the said attorneys being hereby ratified and approved.
DATED: October 13, 1993
/s/ James W. Cozad
- ------------------
James W. Cozad
-3-
<PAGE> 28
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Wesley
M. Dixon, Jr., hereby constitutes and appoints Jeffrey A. Dalke and Miriam M.
Allison and either of them, his true and lawful attorney, to execute in his
name, place, and stead, in his capacity as Trustee or officer, or both, of the
Trust, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and each of said attorneys shall have full
power of substitution and resubstitution; and each of said attorneys shall have
full power and authority to do and perform in his name and on his behalf, in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, said
acts of each of the said attorneys being hereby ratified and approved.
DATED: February 24, 1994
/s/ Wesley M. Dixon, Jr.
- ------------------------
Wesley M. Dixon, Jr.
-4-
<PAGE> 29
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, William
J. Dolan, Jr., hereby constitutes and appoints Jeffrey A. Dalke and Miriam M.
Allison and either of them, his true and lawful attorney, to execute in his
name, place, and stead, in his capacity as Trustee or officer, or both, of the
Trust, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and each of said attorneys shall have full
power of substitution and resubstitution; and each of said attorneys shall have
full power and authority to do and perform in his name and on his behalf, in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, said
acts of each of the said attorneys being hereby ratified and approved.
DATED: February 28, 1994
/s/ William J. Dolan, Jr.
- -------------------------
William J. Dolan, Jr.
-5-
<PAGE> 30
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Raymond
E. George, Jr., hereby constitutes and appoints Jeffrey A. Dalke and Miriam M.
Allison and either of them, his true and lawful attorney, to execute in his
name, place, and stead, in his capacity as Trustee or officer, or both, of the
Trust, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and each of said attorneys shall have full
power of substitution and resubstitution; and each of said attorneys shall have
full power and authority to do and perform in his name and on his behalf, in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, said
acts of each of the said attorneys being hereby ratified and approved.
DATED: February 23, 1994
/s/ Raymond E. George, Jr.
- --------------------------
Raymond E. George, Jr.
-6-
<PAGE> 31
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Michael
E. Murphy, hereby constitutes and appoints Jeffrey A. Dalke and Miriam M.
Allison and either of them, his true and lawful attorney, to execute in his
name, place, and stead, in his capacity as Trustee or officer, or both, of the
Trust, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and each of said attorneys shall have full
power of substitution and resubstitution; and each of said attorney shall have
full power and authority to do and perform in his name and on his behalf, in any
and all capacities, every act whatsoever requisite or necessary to be done, as
fully and to all intents and purposes as he might or could do in person, said
acts of said attorney being hereby ratified and approved.
DATED: May 21, 1998
/s/ Michael E. Murphy
- ---------------------
Michael E. Murphy
-7-
<PAGE> 32
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Mary
Jacobs Skinner, hereby constitutes and appoints Jeffrey A. Dalke and Miriam M.
Allison and either of them, her true and lawful attorney, to execute in her
name, place, and stead, in her capacity as Trustee or officer, or both, of
Northern Funds (the "Trust"), the Registration Statement of the Trust and all
amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
each of said attorneys shall have full power of substitution and resubstitution;
and each of said attorney shall have full power and authority to do and perform
in her name and on her behalf, in any and all capacities, every act whatsoever
requisite or necessary to be done, as fully and to all intents and purposes as
she might or could do in person, said acts of said attorney being hereby
ratified and approved.
DATED: September 18, 1998
/s/ Mary Jacobs Skinner
- -----------------------
Mary Jacobs Skinner
-8-
