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NORTHERN FUNDS

Date Filed : Feb 28, 2022

DEF 14C1d274722ddef14c.htmNORTHERN FUNDSNorthern Funds

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

Schedule 14C

(Rule 14c-101)

Schedule 14C Information

Information Statement pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

 

 

Check the appropriate box:

  Preliminary information statement.

  Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)).

  Definitive information statement.

NORTHERN FUNDS

(Name of Registrant as Specified in Its Charter)

 

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 No fee required.
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MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

FEBRUARY 28, 2022

 

Dear Northern Funds Investor:

 

As you know, we continually monitor and manage the sub-advisers in your Fund. A dedicated team of investmentprofessionals evaluates the sub-advisers’ performance, portfolios, organizational structure, team composition, investment process and adherence to investment guidelines on an ongoing basis to ensure thateach Fund’s sub-advisers maintain an overall investment approach that meets our risk and return objectives. Consistent with this rigorous approach, we have recently madesub-adviser changes within the Multi-Manager Global Listed Infrastructure Fund (the “Global Listed Infrastructure Fund”) and the NorthernEngage360TM Fund (the “Engage360TM Fund” and together with the Global Listed Infrastructure Fund, the “Funds” and each, a“Fund”).

Each of the Funds utilizes sub-advisers with distinct investment approaches. The Boardof Trustees of the Northern Funds (the “Board”) has approved the termination of Maple-Brown Abbott Limited (“MBA”) as a sub-adviser to the Global Listed Infrastructure Fund, effective on orabout November 22, 2021, and the appointment of KBI Global Investors (North America) Ltd. (“KBI”) to sub-advise a portion of the Global Listed Infrastructure Fund, which became effective on orabout December 10, 2021. The Board made this decision based upon Northern Trust Investments, Inc.’s (“NTI”) recommendation that KBI would better complement the Fund’s othersub-advisers to help the Fund achieve its risk-return objectives.

The Board has also approved the termination ofStrategic Global Advisors, LLC (“SGA”) as a sub-adviser to the Engage360TM Fund effective on or about November 22, 2021, and the appointmentof Boston Common Asset Management, LLC (“BCAM”) to sub-advise a portion of the Engage360TM Fund, which became effective on or about December 3,2021. The Board made this decision based upon NTI’s recommendation that BCAM would add sub-adviser diversification to help the Fund achieve its risk-return objectives.

In addition, DDJ Capital Management, LLC (“DDJ”), a sub-adviser to the Multi-Manager High Yield OpportunityFund (the “High Yield Opportunity Fund”), was acquired by Polen Capital Management, LLC (“Polen Capital”), a Florida-based registered investment adviser, on January 31, 2022. The transaction was deemed to be a “changein control” of DDJ under the Investment Company Act of 1940, as amended (the “1940 Act”). As required under the 1940 Act, the sub-advisory agreement between DDJ and NTI with respect to the HighYield Opportunity Fund (the “Original Sub-Advisory Agreement”) provided for automatic termination upon an assignment, including a change in control. Due to the change in ownership of DDJ, the Boardapproved a new sub-advisory agreement between DDJ and NTI (the “New Sub-Advisory Agreement”). The New Sub-AdvisoryAgreement took effect upon the date of the change of control of DDJ and is similar in all material respects to the Original Sub-Advisory Agreement. There have been no changes to the High Yield OpportunityFund’s portfolio managers, investment objectives, or principal investment strategies and risks. Subsequent to the acquisition, DDJ changed its name to Polen Capital Credit, LLC (“PCC”).

Please take a moment to read the enclosed Joint Information Statement that describes the changes discussed above. We believe that these changes are in thebest interests of the Funds and their shareholders and assure you that we will continue to closely monitor the Funds’ sub-advisers. If you have any questions about your investment in the Funds, pleasecontact your financial advisor or call (800) 595-9111.

Best regards,

 

LOGO

Christopher E. Vella, CFA

Senior Vice President

Northern Trust Investments, Inc.

 

NOT FDIC INSURED May lose value/No bank guarantee

 

50 SOUTH LASALLE STREET P.O. BOX 75986 CHICAGO, ILLINOIS 60675 800-595-9111 WWW.NORTHERNTRUST.COM/FUNDS

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


MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

NORTHERN FUNDS—MULTI-MANAGER GLOBAL LISTED INFRASTRUCTURE FUND,NORTHERN ENGAGE 360TM FUND AND MULTI-MANAGER HIGH YIELD OPPORTUNITY FUND

This JointInformation Statement is being provided to the shareholders of the Multi-Manager Global Listed Infrastructure Fund (the “Global Listed Infrastructure Fund’), the Northern Engage360TMFund (the “Engage360TM Fund”) and the Multi-Manager High Yield Opportunity Fund (the “High Yield Opportunity Fund”, together with the Global Listed Infrastructure Fund and theEngage360TM Fund the “Funds” and each, a “Fund”), each a series of Northern Funds, a Delaware statutory trust (the “Trust”), pursuant to the terms of an exemptiveorder (the “Order”) that the Trust has received from the U.S. Securities and Exchange Commission (“SEC”). The Order permits the Trust’s investment adviser to terminate sub-advisers,and to engage and enter into and materially amend existing sub-advisory agreements, upon the approval of the Board of Trustees (the “Board” or the “Trustees”) of the Trust, withoutobtaining shareholder approval. We are NOT asking you for a proxy and you are requested NOT to send us a proxy.

The Joint Information Statementwill be available on the Trust’s website at northerntrust.com/informationstatements until May 30, 2022. A paper or email copy of the Joint Information Statement may be obtained, without charge, by contacting the Trust at (800) 595-9111 or sending an e-mail to northern-funds@ntrs.com.

Shareholders ofrecord at the close of business on February 11, 2022 are entitled to receive this Joint Information Statement. A Notice of Availability of this Joint Information Statement is being sent to shareholders of the Funds on or about March 1, 2022.

NTI and the Management Agreement

Northern Trust Investments, Inc. (“NTI”), an indirect subsidiary of Northern Trust Corporation (“NTC”), serves as the investment adviserfor the Funds and is responsible for their overall management and administration. NTI is responsible for providing investment advisory services, including making decisions with respect to, and placing orders for, all purchases and sales of portfoliosecurities for the Funds and for providing administration services under a Management Agreement dated June 30, 2014, as amended, between the Trust, on behalf of each Fund, and NTI (the “Management Agreement”). The Board supervises theinvestment advisory services. The Management Agreement also permits NTI, subject to approval by the Board, to delegate to one or more sub-advisers any or all of its portfolio management responsibilities underthe Management Agreement pursuant to a written agreement with each sub-adviser, subject to the Order. NTI has delegated substantially all its portfolio management responsibilities for the Funds tosub-advisers, with the exception of cash management services for the Funds. NTI remains responsible for supervision and oversight of the portfolio management services performed by the sub-advisers, includingcompliance with the Funds’ investment objectives and policies. Shareholders of the Funds approved the Management Agreement at a special meeting of shareholders on May 19, 2014.

NTI is entitled to a management fee as compensation for its advisory services and administration services and the assumption of related expenses. The fee iscomputed daily and payable monthly, at the annual rates set forth in the table below (expressed as a percentage of each Fund’s respective average daily net assets).

 

FUND  CONTRACTUAL
FEE RATE
   AVERAGE DAILY
NET ASSETS
 
Global Listed Infrastructure Fund   0.90%    First $1 Billion 
   0.873%    Next $1 Billion 
   0.847%    Over $2 Billion 
Engage360TM Fund   0.68%    First $1 Billion 
   0.66%    Next $1 Billion 
   0.64%    Over $2 Billion 
High Yield Opportunity Fund   0.83%    First $1.5 Billion 
   0.805%    Next $1 Billion 
    0.781%    Over $2.5 Billion 

Global Listed Infrastructure Fund

KBI Global Investors (North America) Ltd. and the KBI Agreement

THE KBI AGREEMENT. At a meeting of the Board held on November 18, 2021(the “November Meeting”), the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”))(the “Independent Trustees”), voting separately, approved a new sub-advisory agreement (the “KBI Agreement”) with respect to the Global Listed Infrastructure Fund between NTI and KBI GlobalInvestors (North America) Ltd. (“KBI”). Under the KBI Agreement, KBI began managing a portion of the Global Listed Infrastructure Fund’s assets effective on or about December 10, 2021.

From December 21, 2016 until November 22, 2021, Maple-Brown Abbott Limited (“Maple-Brown”)managed a portion of the Global Listed Infrastructure Fund’s assets pursuant to a sub-advisory agreement between NTI and Maple-Brown, dated November 17, 2016 (the “Maple-Brown Agreement”).The Maple-Brown Agreement was terminated by the Board upon the recommendation of NTI for portfolio construction and performance-related reasons. NTI recommended that the Board

 

MULTI-MANAGER FUNDS 2 NORTHERN INFORMATION STATEMENT


MULTI-MANAGER FUNDS

 

 

FEBRUARY 28, 2022

 

approve the KBI Agreement based on its evaluation of KBI’ s investment advisory operations and capabilities and the potential for KBI’s investmentstrategy to better complement First Sentier Investors (Australia) IM LTD (“First Sentier”) and Lazard Asset Management LLC (“Lazard”) to help the Fund achieve its risk-return objectives. From November 22, 2021 until on orabout December 10, 2021, NTI utilized the services of a transition manager to manage the portion of the Global Listed Infrastructure Fund previously managed by Maple-Brown. The Global Listed Infrastructure Fund’s remaining assets aremanaged by First Sentier and Lazard.

The KBI Agreement provides that KBI shall, subject to the supervision and oversight of NTI, manage the investmentand reinvestment of the portion of the Global Listed Infrastructure Fund’s assets that NTI may allocate to KBI. The KBI Agreement provides that generally in selecting brokers or dealers to place orders for transactions (i) on common andpreferred stocks, KBI shall use its best judgment to obtain the best overall terms available, and (ii) with respect to all other securities, KBI shall attempt to obtain the best net price and execution. Generally, in assessing the best overallterms available for any transaction, KBI shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer,and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, KBI may considerthe brokerage and research services provided to the Global Listed Infrastructure Fund and/or other accounts over which KBI or an affiliate exercises investment discretion. A broker or dealer providing brokerage and/or research services may receive ahigher commission than another broker or dealer would receive for the same transaction.

The KBI Agreement provides that KBI, to the extent permitted byapplicable laws and regulations, may aggregate the securities to be sold or purchased for the Global Listed Infrastructure Fund with those to be sold or purchased for such other accounts in order to obtain the best overall terms available andexecution with respect to common and preferred stocks and the best net price and execution with respect to all other securities. In such an event, KBI will allocate the securities so purchased or sold, as well as the expenses incurred in thetransaction, in the manner it considers to be most fair and equitable over time to the Global Listed Infrastructure Fund and to its other accounts. Aggregation may on some occasions operate to the advantage of the Global Listed Infrastructure Fundand on other occasions to the disadvantage of the Global Listed Infrastructure Fund. The KBI Agreement permits KBI, at its discretion but subject to applicable law, to select the executing broker or dealer among multiple brokers or dealers offeringcomparable execution and price, on the basis of KBI’s opinion of the reliability and quality of the broker or dealer.

The KBI Agreement providesthat KBI shall not be liable for any loss arising out of any portfolio investment or disposition thereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of recklessdisregard of its obligations and duties. The KBI Agreement also provides that NTI will indemnify KBI against certain liabilities and expenses, except that KBI shall not be indemnified for any liability or expenses that result from KBI’s willfulmisfeasance, bad faith or gross negligence in the performance of its duties, or by reason of KBI’s reckless disregard of its duties under the KBI Agreement.

Generally, the Board or holders of a majority of outstanding voting securities of the Global Listed Infrastructure Fund may terminate the KBI Agreementwithout penalty at any time. NTI may terminate the KBI Agreement immediately upon notice to KBI. The KBI Agreement terminates automatically in the event of an assignment as defined in the 1940 Act or upon termination of the Management Agreement. TheKBI Agreement also may be terminated by KBI upon 60 days’ written notice to NTI and the Trust.

The material terms of the KBI Agreement aresubstantially the same as the terms of the sub-advisory agreement with the other sub-advisers to the Global Listed Infrastructure Fund, except for the sub-advisory fees. The addition of KBI to the Global Listed Infrastructure Fund has had no impact on the investment management fees charged to the Global Listed Infrastructure Fund or the fees paid by itsshareholders, because the fees paid by NTI to the Global Listed Infrastructure Fund’s sub-advisers are deducted from the fees paid by the Global Listed Infrastructure Fund to NTI.

INFORMATION ABOUTKBI. KBI Global Investors (North America) Ltd. “KBI” is an Irish domiciled and incorporated institutional asset manager, located at 2 Harbourmaster Place, InternationalFinancial Services Centre, Dublin 1, D01 X5P3, Ireland. KBI is a wholly owned subsidiary of KBI Global Investors Ltd (“KBIGI”), located at 2 Harbourmaster Place, International Financial Services Centre, Dublin 1, D01 X5P3, Ireland. KBIGIis 92% owned by Amundi Asset Management with the remainder held by key management employees. Amundi Asset Management is, in turn, 100% owned by Amundi SA, which is a publicly traded company listed on the French Stock Exchange and which is majorityowned by Crédit Agricole S.A. The remaining shares of Amundi SA are held by institutional and retail investors. KBIGI and KBI combined have approximately $14.9 billion in assets under management as of September 30, 2021. KBIbelieves that value can be derived by focusing on areas

 

NORTHERN INFORMATION STATEMENT 3 MULTI-MANAGER FUNDS


MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

where the bulk of future infrastructure spending will be focused, such as water, cleanenergy, energy efficiency and food infrastructure; segments of the market that are currently underrepresented in public equity portfolios. KBI’s investment process is fundamentally driven by bottom-upanalysis. Top-down macro insights are incorporated into their fair value of stocks. The strategy delivers a thematic global infrastructure portfolio centered on sustainable investing while also providing thebenefits of real assets such as low beta, inflation linkage and stable, high dividend income.

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

 

NAME  

POSITION(S) HELD WITH

KBI

  

OTHER SUBSTANTIAL BUSINESS,

PROFESSION, VOCATION OR EMPLOYMENT

Sean Hawkshaw  Director & Chief Executive Officer  
Geoff Blake  Director & Head Of Business Development  
William Cotter  Non-Executive Director  Mr. Cotter is retired and has only two active, Non-Executive directorships
Derval Murray  Chief Compliance Officer & Company Secretary  

 

OTHER ADVISORY CLIENTS. KBI does not act as investment adviser to any other mutual funds registered under the 1940 Act, with similar investment objectives as the Global ListedInfrastructure Fund.

Engage360TM Fund

Boston Common Asset Management, LLC and the BCAM Agreement

THE BCAM AGREEMENT.At the November Meeting, the Trustees, including a majority of the Independent Trustees voting separately, approved a new sub-advisoryagreement (the “BCAM Agreement”) with respect to the Engage360TM Fund between NTI and Boston Common Asset Management, LLC (“BCAM”). Under the BCAM Agreement, BCAM beganmanaging a portion of the Engage360TM Fund ’s assets effective on or about December 3, 2021.

From November 17, 2017 until November 22, 2021, Strategic Global Advisors, LLC (“SGA”) managed a portion of the Engage360TM Fund ’s assets pursuant to a sub-advisory agreement between NTI and SGA, dated November 17, 2017 (the “SGA Agreement”). The SGA Agreementwas terminated by the Board upon the recommendation of NTI for portfolio construction and performance-related reasons. NTI recommended that the Board approve the BCAM Agreement based on its evaluation of BCAM’s investment advisory operationsand capabilities and the potential for BCAM’s investment strategy to better complement Ariel Investments, LLC (“Ariel”), Aristotle Capital Management, LLC (“Aristotle Capital”), ARK Investment Management, LLC(“ARK”), EARNEST Partners, LLC (“EARNEST Partners”) and Mar Vista Investment Partners, LLC (“Mar Vista”) to help the Fund achieve its risk-return objectives. From November 22, 2021, until on or aboutDecember 3, 2021, NTI utilized the services of a transition manager to manage the portion of the Engage360TM Fund previously managed by SGA. The Engage360TM Fund’s remaining assets are managed by Ariel, Aristotle Capital, ARK, EARNEST Partners and Mar Vista.

The material terms and conditions of the BCAM Agreement are substantially the same as those of the KBI Agreement and those of the Engage360TM Fund ’s other existing sub-advisory agreements, except for the sub-advisory fees (see pages 2 through 3 for adiscussion of these terms). The addition of BCAM to the Engage360TM Fund has had no impact on the investment management fees charged to theEngage360TM Fund or the fees paid by its shareholders, because the fees paid by NTI to the Engage360TM Fund’s sub-advisers are deducted from the fees paid by the Engage360TM Fund to NTI.

INFORMATION ABOUT BCAM. BCAM located at 200 State Street, 7th Floor, Boston, Massachusetts 02109. BCAM is a majority women-owned firm and was founded by Geeta Aiyer, CFA in 2002, who remains the largest employeeshareholder. Ownership has expanded to 21 employee owners (85% ownership) and one outside strategic partner, Affiliated Managers Group, Inc. (“AMG”) located at 777 S. Flagler Dr., Suite 1401, West Palm Beach, FL, 33401-6157 (15% ownershipto enhance distribution efforts). As of September 30, 2021, BCAM had assets under management of approximately $5.7 billion. BCAM employs a comprehensive and repeatable investment process that focuses on quality, appealing valuationrelative to growth, and avoids companies with volatile operating performance. BCAM seeks to invest in companies that it believes are positioned to benefit from global sustainable trends that can unlock alpha (i.e., returns in excess of abenchmark) over time.

 

MULTI-MANAGER FUNDS 4 NORTHERN INFORMATION STATEMENT


MULTI-MANAGER FUNDS

 

 

FEBRUARY 28, 2022

 

PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS. Set forth below is a list of each executive officer and director/member of BCAM indicating position(s) held with BCAM and other business, profession, vocation or employment of a substantialnature. The address of each individual is c/o BCAM at the address noted above.

 

NAME  

POSITION(S) HELD WITH

BCAM

  OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR EMPLOYMENT
Geeta Aiyer  President and Member  
Corne Biemans  Member  Co-Chief Investment Officer of U.S. Equities
Allyson McDonald  Chief Executive Officer  
Matt Zalosh  Chief Investment Officer of International Equities and Member  
Nancy Spady  Chief Financial Officer and Member  
Kristina Eisnor  Chief Compliance Officer and Chief Operating Officer  
Praveen Abichandani  Co-Chief Investment Officer of U.S. Equities and Director of Research  

 

OTHER ADVISORY AND SUB-ADVISORY CLIENTS. BCAM also acts as investment adviseror sub-adviser to the other SEC-registered investment companies listed below, which have similar investment objectives as the Engage360TM Fund. The table below sets forth certain information with respect to each fund.

 

NAME OF FUND  NET ASSETS OF FUND
A/O 12/31/2021
  ANNUAL RATE OF
ADVISORY OR SUB-ADVISORY FEES
  ADVISORY/SUB-ADVISORY
FEES WAIVED OR REDUCED
Boston Common ESG Impact International Fund  $543,176,581  

Advisory Fee:

0.80%

  

Y

 

Boston Common ESG Impact U.S. Equity Fund  $61,762,685  

Advisory Fee:

0.75%

  Y
Boston Common ESG Impact Emerging Markets Fund  $19,175,175  

Advisory Fee:

0.85%

  Y
AMG Boston Common Global Impact Fund  $908,296,587  

Sub-Advisory Fee:

0.73%

  N
John Hancock ESG International Equity Fund  $123,536,501  

Sub-Advisory Fee:

0.40%

  N
Sterling Capital Diverse Multi-Manager Active ETF  $101.48m  

Sub-Advisory Fee:

0.28%

  

N

 

High Yield Opportunity Fund

Polen Capital Credit, LLC “PCC” (f/k/a DDJ Capital Management, LLC) and the PCC Agreement

THE POLEN CAPITAL CREDIT AGREEMENT. DDJ, a sub-adviser to the High Yield Opportunity Fund, was acquired by PolenCapital, a Florida-based registered investment adviser, on January 31, 2022. The transaction is deemed to be a “change in control” of DDJ under the 1940 Act. As required under the 1940 Act, thesub-advisory agreement between DDJ and NTI with respect to the High Yield Opportunity Fund (the “Original Sub-Advisory Agreement”) provided for automatictermination upon an assignment, including a change in control. Due to the change in ownership of DDJ, at a meeting held on January 20, 2022 (the “January Meeting”), the Board approved a newsub-advisory agreement between DDJ and NTI (the “New Sub-Advisory Agreement”). The New Sub-Advisory Agreement tookeffect upon the date of the change of control of DDJ and is similar in all material respects to the Original Sub-Advisory Agreement. There have been no changes to the Fund’s portfolio managers, investmentobjectives, or principal investment strategies and risks. Subsequent to the acquisition, DDJ changed its name to Polen Capital Credit, LLC.

 

NORTHERN INFORMATION STATEMENT 5 MULTI-MANAGER FUNDS


MULTI-MANAGER FUNDS

 

JOINT INFORMATION STATEMENT

 

DDJ has managed assets pursuant to the OriginalSub-Advisory Agreement between NTI and DDJ, dated September 19, 2012. NTI recommended that the Board approve the New Sub-Advisory Agreement based on its evaluationof DDJ’s investment advisory operations and capabilities to help the High Yield Opportunity Fund achieve its risk-return objectives. The material terms and conditions of the New Sub-Advisory Agreement aresubstantially the same as those of the Original Sub-Advisory Agreement and those of the High Yield Opportunity Fund ’s other existing sub-advisory agreements,except for the sub-advisory fees (see page 2). PCC receives fees from NTI for its services out of the fees that the High Yield Opportunity Fund pays to NTI under the Management Agreement. The High YieldOpportunity Fund pays no additional fees directly to PCC.

INFORMATION ABOUTPCC. PCC is located at 1075 Main Street, Suite 320, Waltham, Massachusetts 02451. As of December 31, 2021, PCC had assets under management of approximately $8.3 billion.PCC adheres to a value-oriented, bottom-up, fundamental investment philosophy in implementing each of its investment strategies. PCC is the wholly-owned subsidiary of Polen Capital Management, LLC, aninvestment adviser also registered with the Securities and Exchange Commission, which is located at 1825 NW Corporate Blvd., Ste. 300, Boca Raton, FL 33431.

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

 

NAME  

POSITION(S) HELD WITH

PCC

  

OTHER SUBSTANTIAL BUSINESS,

PROFESSION, VOCATION OR EMPLOYMENT

Stanley C. Moss  Chief Executive Officer  Chief Executive Officer of Polen Capital Management, LLC, the parent company of PCC
David J. Breazzano  Head of Team, Portfolio Manager, and Analyst; previously, President and Chief Investment Officer of PCC  
Joshua L. McCarthy  General Counsel and Chief Compliance Officer  
John J. Russel  Head of Finance; previously, Chief Financial Officer of PCC  

 

OTHER ADVISORY AND SUB-ADVISORY CLIENTS. DDJ also acts as investment adviseror sub-adviser to the other SEC-registered investment companies listed below, which have similar investment objectives as the High Yield Opportunity Fund. The tablebelow sets forth certain information with respect to each fund.

 

NAME OF FUND*  NET ASSETS OF FUND
A/O 12/31/2021
  

ANNUAL RATE OF

ADVISORY OR SUB-ADVISORY FEES

  ADVISORY/SUB-ADVISORY
FEES WAIVED OR REDUCED
Principal Funds, Inc. — High Income Fund  PCC sub-advises a portion of this Fund in an amount equal to approximately $613.6 million  Proprietary**  N
Principal Funds, Inc. — Global Diversified Income Fund  PCC sub-advises a portion of this Fund in an amount equal to approximately $709.7 million  Proprietary**  

N

DDJ Opportunistic High Yield Fund  PCC serves as investment adviser with respect to entirety of this Fund; NAV of Fund was approximately $267.6 million  70 bps  Y
*

While each of the funds set forth above pursue a similar investment objective to the Multi-Manager High YieldOpportunity Fund, there are meaningful differences in implementation (particularly with respect to investment guidelines and tolerance for illiquid investments).

**

The sub-advisory rate is not disclosed pursuant to reliance on an exemptive order granted by the SEC, whichpermits sub-investment advisory fees to be disclosed only in the aggregate for multiple sub-advisers in a manager of managers arrangement.

 

MULTI-MANAGER FUNDS 6 NORTHERN INFORMATION STATEMENT


MULTI-MANAGER FUNDS

 

 

FEBRUARY 28, 2022

 

Approval of KBI Agreement

TRUSTEES’ CONSIDERATIONS IN APPROVING THE KBI AGREEMENT.

At the November Meeting, the Trustees reviewed and discussed information and written materials from NTI about KBI including: (i) the nature and quality ofthe investment advisory services to be provided by KBI, and the experience and qualifications of the personnel proposed to provide such services; (ii) KBI’s financial condition, history of operations and ownership structures;(iii) KBI’s brokerage and soft dollar practices; (iv) KBI’s investment strategies and styles of investing; (v) KBI’s performance history with respect to accounts or funds managed similarly to the Global ListedInfrastructure Fund and hypothetical performance information and portfolio attributes; (vi) information with respect to KBI’s risk management and cybersecurity programs; KBI’s compliance policies and procedures (including its code ofethics); the Trust’s Chief Compliance Officer’s (the “CCO”) evaluation of such policies and procedures; and material litigation, investigations, proceedings or actions (if any); (vii) any potential conflicts of interest inmanaging the Global Listed Infrastructure Fund, including KBI’s financial or business relationships with NTI and its affiliates, if any; and (viii) the proposed terms of the KBI Agreement. The Trustees also considered NTI’s discussionof the reasons that NTI was proposing KBI be added as a sub-adviser to the Global Listed Infrastructure Fund, including reasons NTI believes that KBI may contribute to the performance of the Global ListedInfrastructure Fund. The Trustees also discussed the proposed allocation of assets among KBI and the other sub-advisers to the Global Listed Infrastructure Fund.

In evaluating the KBI Agreement, the Trustees gave weight to various factors but did not identify any single factor as controlling their decision, and eachTrustee may have attributed different weight to different factors. However, the Trustees relied upon the recommendations and performance evaluations of NTI with respect to KBI.

Nature, Extent and Quality of Services

The Trustees considered the information and evaluations provided by NTI with respect to KBI’s operations, qualifications, performance and experience inmanaging the type of strategy for which KBI was proposed to be engaged in connection with the Global Listed Infrastructure Fund. The Trustees also considered NTI’s evaluation of KBI’s potential to contribute to the Global ListedInfrastructure Fund’s returns. The Trustees also reviewed the CCO’s evaluation of KBI’s compliance program and code of ethics, noting that the CCO believed the program to be reasonably designed to prevent the violation of federalsecurities laws. The Trustees concluded that KBI was able to provide quality services to the Global Listed Infrastructure Fund.

Fees,Expenses and Performance

With respect to the sub-advisory fees, the Trustees considered that KBI wouldbe paid by NTI out of NTI’s management fees and not by the Global Listed Infrastructure Fund. The Trustees also believed, based on NTI’s representations, that the KBI Agreement had been negotiated atarm’s-length between NTI and KBI. The Trustees considered comparisons of KBI’s fees at various asset levels of the Global Listed Infrastructure Fund and in relation to the other sub-advisers to the Global Listed Infrastructure Fund. The Trustees also compared KBI’s fees in relationship to its standard fee schedule for accounts in the strategy. Finally, the Trustees consideredNTI’s representations that the fees to be paid to KBI were reasonable in light of the anticipated quality of the services to be performed by it.

TheTrustees considered the expected impact on profitability to NTI of the Global Listed Infrastructure Fund before and after the addition of KBI. These comparisons showed that NTI’s profitability would slightly decrease at current asset levelsafter the addition of KBI. The Trustees did not consider KBI’s projected profitability because NTI would be paying KBI out of the management fee that NTI received from the Global Listed Infrastructure Fund. The Trustees therefore believed thatNTI had an incentive to negotiate the lowest possible sub-advisory fees.

The Trustees considered and evaluatedKBI’s performance information with respect to its other accounts using the similar investment strategy that KBI proposes to use in managing a portion of the Global Listed Infrastructure Fund’s assets, and NTI’s evaluation of thatperformance. The Trustees reviewed reports prepared by NTI showing the hypothetical performance of KBI over various time periods if KBI had been managing the Global Listed Infrastructure Fund along with the othersub-advisers to the Global Listed Infrastructure Fund. The Trustees also considered KBI’s performance record in the strategy for which it was being engaged against other relevant performance benchmarks.It was noted that KBI had a different investment style than the other sub-advisers, and that its investment style would underperform in various market environments. The Trustees concluded, based upon theinformation provided, that KBI’s performance record in its strategy was generally satisfactory.

Economies of Scale

The Trustees considered information prepared by NTI that showed the impact on NTI’s net management fee (after payment ofsub-advisory fees) at various asset levels. They took into account the levels of aggregate sub-advisory fees at various asset levels, including a breakpoint in the sub-advisory fee structures. However, the Trustees generally considered economies of scale with respect to the Global Listed Infrastructure Fund primarily at the management fee level given that NTI would be payingKBI out of its management fee. It was noted by the Trustees that KBI had a breakpoint in its sub-advisory fee structure. Accordingly, the Trustees concluded that the proposed fee arrangement with KBI, atcurrent and projected assets levels for the Global Listed Infrastructure Fund, would be appropriate.

Other Benefits

The Trustees considered other potential benefits to be derived by KBI as a result of its relationship with the Global Listed Infrastructure Fund. For example,the Trustees noted that KBI may obtain reputational benefits from the success of the Global Listed Infrastructure Fund or other series of the Trust. The Trustees also considered the other relationships that KBI had with NTI or its affiliates,including KBI’s use of an NTI affiliate for certain back-office functions. The Trustees concluded that, based on the information provided, any such potential benefits were immaterial to its consideration and approval of the KBI Agreement.

Conclusion

The Trustees reviewed withcounsel to the Independent Trustees the legal standards applicable to their consideration of the KBI Agreement.

 

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Based on the Trustees’ review and deliberations, which included consideration of each of the factors referenced above, and the recommendations by NTI, theTrustees, including the Independent Trustees, concluded that the proposed fee to be paid to KBI was reasonable in light of the services to be provided by it and the Trustees unanimously approved the KBI Agreement.

Approval of BCAM Agreement

TRUSTEES’ CONSIDERATIONS IN APPROVING THE BCAM AGREEMENT.

At the November Meeting, the Trustees reviewed and discussed information and written materials from NTI about BCAM including: (i) the nature and quality ofthe investment advisory services to be provided by BCAM and the experience and qualifications of the personnel proposed to provide such services; (ii) BCAM’s financial condition, history of operations and ownership structures;(iii) BCAM’s brokerage and soft dollar practices; (iv) BCAM’s investment strategies and styles of investing; (v) BCAM’s performance history with respect to accounts or funds managed similarly to the Engage360TM Fund and hypothetical performance information and portfolio attributes; (vi) information with respect to BCAM’s risk management and cybersecurity programs; BCAM’s compliance policiesand procedures (including its code of ethics); the Trust’s CCO’s evaluation of such policies and procedures; and material litigation, investigations, proceedings or actions (if any); (vii) any potential conflicts of interest in managingthe Engage360TM Fund, including BCAM’s financial or business relationships with NTI and its affiliates, if any; and (viii) the proposed terms of the BCAM Agreement. The Trustees alsoconsidered NTI’s discussion of the reasons that NTI was proposing BCAM be added as sub-adviser to the Engage360TM Fund, including reasons NTI believesthat BCAM may contribute to the performance of the Engage360TM Fund. The Trustees also discussed the proposed allocation of assets among BCAM and the othersub-advisers to the Engage360TM Fund.

In evaluating the BCAMAgreement, the Trustees gave weight to various factors but did not identify any single factor as controlling their decision, and each Trustee may have attributed different weight to different factors. However, the Trustees relied upon therecommendations and performance evaluations of NTI with respect to BCAM.

Nature, Extent and Quality of Services

The Trustees considered the information and evaluations provided by NTI with respect to BCAM’s operations, qualifications, performance and experience inmanaging the type of strategy for which BCAM was proposed to be engaged in connection with the Engage360TM Fund. The Trustees also considered NTI’s evaluation of BCAM’s potential tocontribute to the Engage360TM Fund’s returns. They noted that BCAM had previously served as sub-adviser to anothermulti-manager fund in a different strategy. The Trustees reviewed the CCO’s evaluation of BCAM’s compliance program and code of ethics, noting that the CCO believed the program to be reasonablydesigned to prevent the violation of federal securities laws. The Trustees concluded that BCAM was able to provide quality services to the Engage360TM Fund.

Fees, Expenses and Performance

Withrespect to the sub-advisory fees, the Trustees considered that BCAM would be paid by NTI out of NTI’s management fees and not by the Engage360TM Fund.The Trustees also believed, based on NTI’s representations, that the BCAM Agreement had been negotiated at arm’s-length between NTI and BCAM. The Trustees also considered comparisons of BCAM’sfees at various asset levels of the Engage360TM Fund and in relation to the other sub-advisers to theEngage360TM Fund. The Trustees compared BCAM’s fees in relationship to its standard fee schedule for accounts in the strategy. Finally, the Trustees considered NTI’s representations thatthe fees to be paid to BCAM were reasonable in light of the anticipated quality of the services to be performed by it.

The Trustees also considered theexpected impact on profitability to NTI of the Engage360TM Fund before and after the addition of BCAM. These comparisons showed that NTI’s profitability would slightly increase or be the sameat current asset levels after the addition of BCAM. The Trustees did not consider BCAM’s projected profitability because NTI would be paying BCAM out of the management fee that NTI received from the Engage360TM Fund. The Trustees therefore believed that NTI had an incentive to negotiate the lowest possible sub-advisory fees.

The Trustees considered and evaluated BCAM’s performance information with respect to its other accounts using the similar investment strategy that BCAMproposes to use in managing a portion of the Engage360TM Fund’s assets, and NTI’s evaluation of that performance. The Trustees reviewed reports prepared by NTI showing the hypotheticalperformance of BCAM over various time periods if BCAM had been managing the Engage360TM Fund along with the other sub-advisers to the Engage360TM Fund. The Trustees also considered BCAM’s performance record in the strategy for which it was being engaged against other relevant performance benchmarks. It was noted that BCAM had a differentinvestment style than the other sub-advisers, and that its investment style would underperform in various market environments. The Trustees concluded, based upon the information provided, that BCAM’sperformance record in its strategy was generally satisfactory.

Economies of Scale

The Trustees considered information prepared by NTI that showed the impact on NTI’s net management fee (after payment ofsub-advisory fees) at various asset levels. They took into account the levels of aggregate sub-advisory fees at various asset levels, including breakpoints in the sub-advisory fee structures. However, the Trustees generally considered economies of scale with respect to the Engage360TM Fund primarily at the management feelevel given that NTI would be paying BCAM out of its management fee. It was noted by the Trustees that BCAM had breakpoints in its sub-advisory fee structure. Accordingly, the Trustees concluded that theproposed fee arrangement with BCAM, at current and projected assets levels for the Engage360TM Fund, would be appropriate.

Other Benefits

The Trustees consideredother potential benefits to be derived by BCAM as a result of its relationship with the Engage360TM Fund. For example, the Trustees noted that BCAM may obtain reputational benefits from thesuccess of the Engage360TM Fund or other series of the Trust. The Trustees also considered that BCAM outsources its trading executions services to Northern Trust Securities, Inc., an affiliatedbroker of Northern Trust. The Trustees considered that the Trust had previously adopted Rule 17e-1 procedures to allow for

 

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FEBRUARY 28, 2022

 

NTI and its sub-advisers, as needed, to conduct affiliated brokerage transactions, and the CCO confirmed that any suchaffiliated transactions would be executed in compliance with these procedures. The Trustees concluded that, based on the information provided, any such potential benefits were immaterial to its consideration and approval of the BCAM Agreement.

Conclusion

The Trustees reviewed withcounsel to the Independent Trustees the legal standards applicable to their consideration of the BCAM Agreement. Based on the Trustees’ review and deliberations, which included consideration of each of the factors referenced above, and therecommendations by NTI, the Trustees, including the Independent Trustees, concluded that the proposed fee to be paid to BCAM was reasonable in light of the services to be provided by it and the Trustees unanimously approved the BCAM Agreement.

Approval of DDJ Agreement

TRUSTEES’ CONSIDERATIONS IN APPROVING THE DDJ AGREEMENT.

At the January Meeting, the Trustees reviewed and discussed information and written materials from NTI about DDJ including: (i) the nature and quality ofthe investment advisory services provided by DDJ and the experience and qualifications of the personnel providing such services; (ii) DDJ’s financial condition, history of operations and ownership structures, including information relatingto Polen Capital; (iii) DDJ’s investment strategies and styles of investing; (iv) DDJ’s performance history with respect to the High Yield Opportunity Fund; (v) information with respect to DDJ’s compliance policies andprocedures and the Trust’s CCO’s evaluation of such policies and procedures, as well as DDJ’s regulatory history; (vi) DDJ’s conflicts of interest in managing the High Yield Opportunity Fund, including DDJ’s financialor business relationships with NTI and its affiliates, if any; and (vii) the terms of the New Sub-Advisory Agreement. In considering the New Sub-Advisory Agreement,the Trustees considered that the Board had previously approved DDJ’s Original Sub-Advisory Agreement in May, 2021, and that DDJ had provided a bring-down memo to update the materials that had beenprovided in connection with the most recent approval of the Original Sub-Advisory Agreement. The Trustees also considered NTI’s discussion of the reasons that it believes that DDJ’s continued serviceas a sub-adviser to the High Yield Opportunity Fund is in the best interests of the High Yield Opportunity Fund’s shareholders. The Trustees also discussed the proposed allocation of assets among DDJ andthe other sub-advisers to the High Yield Opportunity Fund, noting that they are not proposed to change.

Inevaluating the DDJ Agreement, the Trustees gave weight to various factors but did not identify any single factor as controlling their decision, and each Trustee may have attributed different weight to different factors. However, the Trustees reliedupon the recommendations and performance evaluations of NTI with respect to DDJ.

Nature, Extent and Quality of Services

The Trustees considered the information and evaluations provided by NTI with respect to DDJ’s operations, qualifications, performance and experience inmanaging the type of strategy for which DDJ is engaged in connection with the High Yield Opportunity Fund. The Trustees also considered NTI’s evaluation of DDJ’s potential to continue to contribute to the High Yield Opportunity Fund’s returns. The Trustees also reviewed the CCO’s evaluation of DDJ’s compliance program, noting that the CCO believed the program continues to be satisfactory and in compliance withregulatory requirements. The Trustees concluded that DDJ was able to continue to provide quality services to the High Yield Opportunity Fund.

Fees, Expenses and Performance

TheTrustees considered that the sub-advisory fees to be paid to DDJ under the New Sub-Advisory Agreement were the same as those paid under the Original Sub-Advisory Agreement and that DDJ would continue to be paid by NTI out of its management fees and not by the High Yield Opportunity Fund. The Trustees also considered that the terms of the New Sub-Advisory Agreement were materially similar to those of the Original Sub-Advisory Agreement. The Trustees further considered comparisons of total fees received by DDJ withrespect to the High Yield Opportunity Fund compared to those received from its other similar institutional accounts. Finally, the Trustees considered NTI’s representations that the fees paid to DDJ were reasonable in light of the quality of theservices performed by it.

The Trustees considered the current profitability to NTI of the High Yield Opportunity Fund. The Trustees also considered thetotal sub-advisory fees paid by NTI to DDJ. Because NTI paid DDJ out of the management fee that NTI received from the High Yield Opportunity Fund, the Trustees believed that NTI had an incentive to negotiatethe lowest possible sub-advisory fees.

The Trustees considered and evaluated the performance of the High YieldOpportunity Fund and the performance of the portion of the High Yield Opportunity Fund managed by DDJ, both against the High Yield Opportunity Fund’s benchmark index (the “Benchmark”) and the median performance of the High YieldOpportunity Fund’s applicable peer group (the “Peer Group”). The Trustees noted that both the High Yield Opportunity Fund and the portion of the High Yield Opportunity Fund managed by DDJ underperformed the Benchmark and the medianperformance of the Peer Group for the three-year period but outperformed the Benchmark and the median performance of the Peer Group for the one-year period. The Trustees also noted that although the High YieldOpportunity Fund underperformed its Benchmark for the five-year period, the High Yield Opportunity Fund outperformed the median performance of the Peer Group, and the portion of the High Yield Opportunity Fund managed by DDJ outperformed both theBenchmark and the median performance of the Peer Group, for the same period. Further, it was noted that although the High Yield Opportunity Fund underperformed its Benchmark for the period since inception, the portion of the High Yield OpportunityFund managed by DDJ outperformed the Benchmark for the same period. The Trustees concluded, based upon the information provided, that DDJ’s performance record in its strategy was generally satisfactory.

Economies of Scale

The Trusteesconsidered information prepared by NTI that showed the impact on NTI’s net management fee (after payment of sub-advisory fees) at various asset levels. They took into account the levels of aggregate sub-advisory fees at various asset levels, including breakpoints in the sub-advisory fee structures. However, the Trustees

 

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generally considered economies of scale with respect to the High Yield Opportunity Fundprimarily at the management fee level given that NTI pays DDJ out of its management fee. It was noted by the Trustees that DDJ had breakpoints in its sub-advisory fee structure. Accordingly, the Trusteesconcluded that the fee arrangement with DDJ, at current and project assets levels for the High Yield Opportunity Fund, continues to be appropriate.

Other Benefits

The Trustees considered other potential benefits derived or to be derived by DDJ as a result of itsrelationships with the High Yield Opportunity Fund. For example, the Trustees noted that DDJ may continue to obtain reputational benefits from the success of the High Yield Opportunity Fund or other series of the Trust. The Trustees also consideredthe other relationships that DDJ and/or Polen Capital had with NTI or its affiliates, including that Polen Capital serves as a sub-adviser to another series of the Trust managed by NTI. The Trustees concludedthat, based on the information provided, any such potential benefits were immaterial to its consideration and approval of the New Sub-Advisory Agreement.

 

Conclusion

The Trustees reviewed with counsel to the Independent Trustees the legal standards applicable to their consideration of the NewSub-Advisory Agreement. Based on the Trustees’ review and deliberations, which included consideration of each of the factors referenced above, and the recommendations by NTI, the Trustees, including theIndependent Trustees, concluded that the fee paid (and proposed to continue being paid) to DDJ was reasonable in light of the services to be provided by it and the Trustees unanimously approved the NewSub-Advisory Agreement.

Additional Information

MANAGEMENT AND SUB-ADVISORY FEES. For the fiscal year ended March 31, 2021, the Global Listed Infrastructure Fund and the Engage360TM Fund and the High Yield Opportunitypaid management fees to NTI, and NTI paid sub-advisory fees to the Funds’ sub-advisers, in the aggregate amounts and as a percentage of the Funds’ averagedaily net assets, set forth in the chart below.

 

FUND  

MANAGEMENT FEES

PAID TO NTI BY FUND

     SUB-ADVISORY FEES
PAID TO SUB-ADVISERS BY NTI
 
Global Listed Infrastructure Fund   $9,650,250      0.90%      $4,377,434      0.41% 
Engage360TM Fund   $2,260,702      0.68%      $1,166,943      0.35% 
High Yield Opportunity Fund   $1,555,154      0.83%      $684,284      0.36% 

 

As of February 11, 2022 , the Trust’s Trusteesand officers as a group owned beneficially less than 1% of the outstanding shares of each Fund.

Brokerage commissions may be paid to Northern TrustSecurities, Inc. and/or Northern Trust Securities LLP, each an affiliated person of the Investment Adviser, which generally charge lower commission rates. The following table sets forth certain information regarding commissions paid to NorthernTrust Securities, Inc. for the last fiscal year ended March 31, 2021:

 

FUND  TOTAL DOLLAR
AMOUNT OF
COMMISSIONS
PAID TO
AFFILIATED PERSON
     % OF TOTAL COMMISSIONS
PAID TO AFFILIATED PERSON
     % OF TOTAL DOLLAR AMOUNT
OF TRANSACTIONS INVOLVING
PAYMENT OF COMMISSIONS
EFFECTED THROUGH AFFILIATED PERSON
 
    2021     2021     2021 
Multi-Manager Global Listed Infrastructure Fund   $13,617      2.00%                    5.63%                        
Northern Engage360TM Fund   $2,066      1.53%                    4.86%                        
High Yield Opportunity Fund   $0      0.00%                    0.00%                        

 

INFORMATION ABOUT NTI. NTI is an Illinois State Banking Corporation and an investment adviser registered under theInvestment Advisers Act of 1940, as amended. NTI is an indirect subsidiary of NTC. Each of these entities is located at 50 South LaSalle Street, Chicago, IL 60603.

 

The list below shows each executive officer, director and certain other officers of NTI indicating position(s) held with NTI and other business, profession,vocation or employment of a substantial nature. The address of each individual is c/o NTI at the address noted above.

 

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NAME AND POSITION WITH
INVESTMENT ADVISER (NTI)
  NAME OF OTHER COMPANY  POSITION WITH OTHER COMPANY

Abunassar, John
Director and Executive Vice

President

  

The Northern Trust Company

NT Global Advisors, Inc.

  Executive Vice President
Director
Carberry, Craig R.
Senior Vice President,
Chief Legal Officer,
Senior Trust Officer and Secretary
  

The Northern Trust Company

Northern Trust Corporation

50 South Capital Advisors, LLC

Belvedere Advisors, LLC

Northern Trust Securities, Inc.

  Deputy General Counsel and Senior Vice President
Deputy General Counsel
Secretary
Secretary and Chief Legal Officer
Secretary

Caron, Judy A.
Assistant Trust Officer and

AssistantSecretary

  

50 South Capital Advisors, LLC

Belvedere Advisors, LLC

Northern Trust Securities, Inc.

  Assistant Secretary
Assistant Secretary
Assistant Secretary
Chappell, Darlene
Vice President and Anti-Money Laundering Compliance Officer
  

50 South Capital Advisors, LLC

Belvedere Advisors LLC

  Chief Anti-Money Laundering Officer
Anti-Money Laundering Compliance Officer
Del Real, Jose J.
Assistant Secretary
  

The Northern Trust Company

Northern Trust Corporation

  Assistant General Counsel and Senior Vice President
Assistant General Counsel
Ewing, Peter K.
Director and Senior Vice President
  None  None
Feeney, Angelica C.
Assistant Secretary
  None  None

Hawkins, Sheri B.
Director and Executive Vice

President

  The Northern Trust Company  Executive Vice President
Kumar, Archana
Director, Executive Vice President and Chief Operating Officer
  

The Northern Trust Company

Belvedere Advisors LLC

  Executive Vice President
Manager, Chairman of the Board, and Chief Executive Officer
Manioudakis, Angelo
Director, Chief Investment Officer and Executive Vice President
  The Northern Trust Company  Executive Vice President
McInerney, Joseph W.
Senior Vice President and Chief Risk Officer
  

50 South Capital Advisors, LLC

NT Global Advisors, Inc.

  Manager and Chairman of the Board
Director and Senior Vice President
Teufel, Maya G.
Senior Vice President and Chief Compliance Officer
  None  None
Thomas, Shundrawn A.
Director, Chairman, President and Chief Executive Officer
  

The Northern Trust Company

 

Northern Trust Corporation

  

Executive Vice President and President – Asset Management

 

Executive Vice President and President – Asset Management

Wickert, Ryan M.
Senior Vice President, Chief Financial Officer, Treasurer and Cashier
  Belvedere Advisors, LLC  Chief Financial Officer and Senior Vice President

 

INFORMATION ABOUT THE DISTRIBUTOR AND ADMINISTRATOR. Northern Funds Distributors, LLC, with principal offices at ThreeCanal Plaza, Suite 100, Portland, ME 04101, serves as the Funds’ distributor. NTI acts as administrator for the Funds. The Northern Trust Company (“TNTC”), located at 50 South LaSalle Street, Chicago, IL 60603, serves astransfer agent, custodian and sub-administrator to the Funds.

SHAREHOLDER REPORTS. The Funds will furnish, without charge, copies of their annual reports dated March 31, 2021and semi-annual reports dated September 30, 2021 to any shareholder upon request addressed to: Northern Funds, P.O. Box 75986, Chicago, IL 60675-5986, by telephone at (800) 595-9111, or by e-mail at northern-funds@ntrs.com. Copies of the Funds’ annual reports, semi-annual reports and other documents are also available on the Funds’ website: northerntrust.com/funds.

SHARE OWNERSHIP INFORMATION. As of February 11, 2022, the record date for shareholders receiving this Joint Information Statement, the Global Listed Infrastructure Fund, the Engage360TM Fund, and the High Yield Opportunity Fund had 84,999,455.2240, 27,395,069.18 and 19,474,796.08 shares outstanding, respectively.

As of February 11, 2022, TNTC and its affiliates held of record more than 25% of the outstanding shares of the Funds as agent, custodian, trustee orinvestment adviser on behalf of their customers. As of February 11, 2022, the names and share ownership of the entities or individuals that held of record or beneficially owned 5% or more of

 

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the outstanding shares of the Global Listed Infrastructure Fund, the Engage360TM Fund and the High Yield Opportunity Fund were as follows:

 

NAME OF FUND  NAME OF ENTITY OR INDIVIDUAL  NUMBER OF SHARES  % OF FUND
Global Listed Infrastructure Fund  

Nestle Waters North America Holdings Inc.

Deferred CompensationProgram

50 S. La Salle St.

Chicago, IL 60603

  5,289,689  6.22%
Engage360TM Fund  

The University of Chicago

50 South LaSalle Street,

Chicago, Illinois 60603

  18,318,612  66.87%
  

Chicago Community Trust Combined Funds

50 South LaSalle Street,

Chicago, Illinois 60603

  4,119,154  15.04%
  

Rush-Presbyterian-St. Luke’s Medical

50 South LaSalle Street,

Chicago, Illinois 60603

  1,627,992  5.94%
High Yield Opportunity Fund  

Hubbell Incorporated Master Pension

50 S. La Salle St.

Chicago, IL 60603

  3,225,055  16.57%
   

FedEx Pilots Post-Medicare Retiree Health Plan VEBA Trust

50 S. La Salle St.

Chicago, IL 60603

  1,200,048  6.16%

 

As of February 11, 2022, no other entities orindividuals held of record or beneficially owned 5% or more the outstanding shares of the Global Listed Infrastructure Fund, Engage360TM Fund and High Yield Opportunity Fund.

MULTIPLE SHAREHOLDERS IN A HOUSEHOLD. If you are a member of a household in which multiple shareholders of the Funds share the same address, and the Funds or your broker or bank (for “street name” accounts) has receivedconsent to household material, then the Funds or your broker or bank may have sent to your household only one copy of this Joint Information Statement, unless the Funds or your broker or bank previously received contrary instructions from ashareholder in your household. If you are part of a household that has received only one copy of this Joint Information Statement, the Funds will deliver promptly a separate copy of this Joint Information Statement to you upon written or oralrequest. To receive a separate copy of this Joint Information Statement, or if you would like to receive a separate copy of future information statements, proxy statements, prospectuses or annual reports, please contact Northern Funds by calling(800) 595-9111, by mail at Northern Funds, P.O. Box 75986, Chicago, Illinois 60675-5986 or by e-mail at northern-funds@ntrs.com.On the other hand, if you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact Northern Funds at the telephone number or address stated above. If your shares are held in streetname, please contact your broker or bank.

SHAREHOLDER PROPOSALS. The Trust is not required, nor does it intend, to hold annual meetings of shareholders. Meetings of shareholders of the Trust, or any series or class thereof, may be called by Trustees, certainofficers or upon the written request of holders of 10% or more of the shares entitled to vote at such meeting. The power to call a vote with respect to shareholders of the Funds is vested exclusively in the Board. To the extent required by law, theTrust will assist in shareholder communications in connection with a meeting called by shareholders. The shareholders of the Trust will have voting rights only with respect to the limited number of matters specified in the Trust Agreement and suchother matters as the Trustees may determine or may be required by law. Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders of a Fund must submit the proposal in writing so that it is received by theFund within a reasonable time before any meeting. These proposals should be sent to the Trust at 50 South LaSalle Street, Chicago, Illinois 60603.

 

 

50 South LaSalle Street

P.O. Box 75986

Chicago, Illinois 60675-5986

800-595-9111

northerntrust.com/funds

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NORTHERN FUNDS

50 South LaSalle Street

P.O. Box75986

Chicago, Illinois 60675-5986

800-595-9111

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF JOINT INFORMATION STATEMENT

This communication presents only an overview of the Joint Information Statement, which contains important information and is available to youon the internet relating to the Multi-Manager Global Listed Infrastructure Fund (the “Global Listed Infrastructure Fund”), the Northern Engage360TM Fund (the “Engage360TM Fund”) and the Multi-Manager High Yield Opportunity Fund (the “High Yield Opportunity Fund”, and together with the Global Listed Infrastructure Fund and the Engage360TM Fund, the “Funds”). The Funds are series of Northern Funds (the “Trust”). We encourage you to access and review all of the important information contained in the JointInformation Statement.

The following material is available for view: Joint Information Statement

The Joint Information Statement describes recent sub-adviser changes relating to the Funds.Specifically, the Board of Trustees of the Trust (the “Board”) approved the termination of Maple-Brown Abbott Limited (“MBA”) as a sub-adviser to the Global Listed Infrastructure Fund,effective on or about November 22, 2021, and the appointment of KBI Global Investors (North America) Ltd. (“KBI”) to sub-advise a portion of the Global Listed Infrastructure Fund, effective onor about December 10, 2021. The Board has also approved the termination of Strategic Global Advisors, LLC (“SGA”) as a sub-adviser to theEngage360TM Fund effective on or about November 22, 2021, and the appointment of Boston Common Asset Management, LLC (“BCAM”) to sub-advise aportion of the Engage360TM Fund, effective on or about December 3, 2021.

Inaddition, DDJ Capital Management, LLC (“DDJ”), a sub-adviser to the High Yield Opportunity Fund, was acquired by Polen Capital Management, LLC (“Polen Capital”), on January 31, 2022.The transaction was deemed to be a “change in control” of DDJ under the Investment Company Act of 1940, as amended (the “1940 Act”). As required under the 1940 Act, the sub-advisoryagreement between DDJ and Northern Trust Investments, Inc. (“NTI”) with respect to the High Yield Opportunity Fund (the “Original Sub-Advisory Agreement”) provided for automatic terminationupon an assignment, including a change in control. Due to the change in ownership of DDJ, the Board approved a new sub-advisory agreement between DDJ and NTI (the “NewSub-Advisory Agreement”). The New Sub-Advisory Agreement took effect upon the date of the change of control of DDJ and is similar in all material respects to theOriginal Sub-Advisory Agreement. There have been no changes to the High Yield Opportunity Fund’s portfolio managers, investment objectives, or principal investment strategies and risks. Subsequent to theacquisition, DDJ changed its name to Polen Capital Credit, LLC (“PCC”).

The Trust has received an exemptive order (the“Order”) from the U.S. Securities and Exchange Commission that allows certain sub-adviser changes to be made without shareholder approval. The Order instead requires that an information statement besent to shareholders of the Funds. In lieu of physical delivery of the Joint Information Statement, the Funds will make the Joint Information Statement available to you on the Trust’s website.

This Notice of Internet Availability of the Joint Information Statement is being mailed on or about March 1, 2022 to shareholders ofrecord of the Funds as of February 11, 2022. The Joint Information Statement will be available on the Trust’s website at https://www.northerntrust.com/informationstatements until May 30, 2022. A paper ore-mail copy of the Joint Information Statement may be obtained, without charge, by contacting the Trust at 800-595-9111 orsending an e-mail to northern-funds@ntrs.com.

If you want to receive a paper or e-mail copy of the Joint Information Statement, you must request one. A copy of the Joint Information Statement may be obtained upon request and without charge. WE ARE NOT ASKING YOU FOR A PROXY AND YOU AREREQUESTED NOT TO SEND US A PROXY.

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