UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-08236
Northern
Funds
(Exact name of registrant
as specified in charter)
50 South
LaSalle Street
Chicago, Illinois 60603
(Address of principal
executive offices) (Zip code)
Name and Address of
Agent for Service:
Michael Mabry, Esq.
Stradley Ronon
Stevens & Young, LLP
2005 Market Street,
Suite 2600
Philadelphia,
Pennsylvania 19103
with a copy to:
Kevin P. O’Rourke
Jose Del Real, Esq.
The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603
Registrant’s telephone number, including area code: (800)
595-9111
Date of fiscal year end: December 31
Date of reporting period: December 31, 2025
Item 1. Reports to
Stockholders.
(a)
Copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the
Investment Company Act of 1940 (the “1940 Act”) (17 CFR 270.30e-1).
(b)
Copy of notice transmitted to stockholders in reliance on Rule 30e-3 under the
1940 Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph
(c)(3) of that rule.
Not applicable.
Item 2. Code of Ethics.
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(a)
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The registrant
has adopted a code of ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the registrant or a third party (the “Code of Ethics”).
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(c)
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The registrant
has not amended its Code of Ethics during the period covered by this report.
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(d)
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The registrant
has not granted any waivers, including an implicit waiver, from any
provisions of its Code of Ethics during the period covered by this report.
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Item 3. Audit Committee
Financial Expert.
The registrant’s Board of
Trustees has determined that the registrant has at least one “audit committee
financial expert” (as defined in Item 3 of Form N-CSR), serving on its audit
committee. David R. Martin and Therese M. Bobek each are an “audit committee financial
expert” and are “independent” (as each term is defined in Item 3 of Form
N-CSR).
Under applicable securities laws
and regulations, a person who is determined to be an audit committee financial
expert will not be deemed an “expert” for any purpose, including without
limitation for purposes of Section 11 of the Securities Act of 1933, as
amended, as a result of being designated or identified as an audit committee
financial expert. The designation or identification of a person as an audit
committee financial expert does not impose on such person any duties,
obligations, or liability that are greater than the duties, obligations, and
liability imposed on such person as a member of the registrant’s Audit
Committee and Board of Trustees in the absence of such designation or
identification. The designation or identification of a person as an audit
committee financial expert does not affect the duties, obligations or liability
of any other member of the registrant’s Audit Committee or Board of Trustees.
Item 4. Principal
Accountant Fees and Services.
Items 4(a) – 4(d): Audit, Audit-Related, Tax and All
Other Fees
Fees for the fiscal year ended December
31, 2025 were billed by the principal accountant related to the registrant. The
principal accountant billed the registrant aggregate fees for services rendered
to the registrant for the fiscal year ended December 31, 2025 and December 31,
2024, as follows:
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2025*
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All fees and
services to the
Trust that were
pre-approved
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All fees and
services to
service affiliates
that were pre-
approved
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All other fees and
services to service affiliates that did not require pre-approval
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(a) Audit Fees
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$984,215
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$0
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$5,769,211(3)
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(b) Audit Related Fees
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$165,983(1)
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$0
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$28,650(1)
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(c) Tax Fees
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$274,794(2)
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$0
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$3,018,222(4)
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(d) All Other Fees
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$0
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$0
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$353,497(5)
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2024*
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All fees and
services to the
Trust that were
pre-approved
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All fees and
services to
service affiliates
that were pre-
approved
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All other fees and
services to service affiliates that did not require pre-approval
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(a) Audit Fees
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$823,485
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$0
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$4,562,752(3)
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(b) Audit Related Fees
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$168,000(1)
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$0
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$22,460(1)
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(c) Tax Fees
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$151,700(2)
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$0
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$2,484,232(4)
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(d) All Other Fees
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$0
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$0
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$2,066,930(5)
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* The
aggregate fees in 2025 represent fees from fiscal year ended March 31, 2025 and
December 31, 2025. The aggregate fees in 2024 represent fees from fiscal year
ended March 31, 2024.
(1) Amount
relates to 17f-2 procedures.
(2) Amounts
relate to excise tax return review and registered investment company tax return
review.
(3) Amounts
relate to audit fees on The Northern Trust Company sponsored funds.
(4) Amounts
relate to international tax compliance and consulting, tax fees on various
Northern sponsored funds, and general tax consultations for The Northern Trust
Company.
(5) Amounts
relate to enterprise risk and remediation management related services provided
to The Northern Trust Company.
“Service affiliates” as it
relates to the aggregate “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and
“All Other Fees” that were billed by the principal accountant for the fiscal
years ended December 31, 2025 and December 31, 2024 for Northern Trust
Investments, Inc.
(“NTI”) and entities controlling,
controlled by or under common control with NTI that provide ongoing services to
the registrant for assurance and related services that relate directly to the
operations and financial reporting of the registrant. “Audit-Related Fees” are
fees that are reasonably related to the performance of the audit or review of
the registrant’s financial statements, but not reported as “Audit Fees.” “Tax
Fees” are fees for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning. “All Other Fees” are for
products and services provided by the principal accountant other than those
reported as Audit, Audit-Related or Tax Fees.
Item 4(e)(1): Pre-Approval
Policies and Procedures
Pursuant to the Northern Funds' Amended
and Restated Audit Committee Charter adopted on August 3, 2006, as amended, to
the extent required by applicable regulations, all audit and non-audit services
provided by the independent registered public accountants shall either be: (a)
pre-approved by the Audit Committee as a whole; or (b) between meetings of the
Audit Committee by either the Chairman of the Audit Committee, the designated
Audit Committee Financial Expert (if any), or another member of the Audit
Committee, provided that, in each case, such pre-approvals must be reported to
the full Audit Committee at its next meeting.
Item 4(e)(2): Percentage of
Fees Pre-Approved Pursuant to Waiver Provision of Paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X
No percentage of the principal
accountant’s fees or services were approved pursuant to the waiver provision of
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Item 4(f): Work Performed by
Persons Other than the Principal Accountant
Not applicable.
Item 4(g): Aggregate Non-Audit
Fees Disclosure
The aggregate non-audit fees and
services billed by the principal accountant for services rendered to the
registrant and service affiliates for the period ended December 31, 2025 and
December 31, 2024, respectively, were $3,841,146 and $4,893,322.
Item 4(h): Non-Audit Services
and Independent Accountant’s Independence
The registrant’s Audit Committee
has considered whether the provision of non-audit services to service
affiliates, not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X, is compatible with maintaining the registered public accountant’s
independence in performing audit services.
Item 4(i)
Not applicable.
Item 4(j)
Not applicable.
Item 5. Audit Committee of
Listed Registrants.
Not applicable.
Item 6. Investments.
(a) The registrant has elected to include the schedule of
investments in securities of unaffiliated issuers as part of the Financial
Statements filed under Item 7 of this report on Form N-CSR.
(b) Not applicable.
Item 7. Financial
Statements and Financial Highlights for Open-End Management Investment
Companies.
Item 12. Disclosure of
Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
Not applicable.
Item 13. Portfolio
Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchase of
Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of
Matters to a Vote of Security Holders.
There have been no material
changes to the procedures by which shareholders may recommend nominees to the
registrant’s Board of Trustees that would require disclosure herein.
Item 16. Controls and
Procedures.
(a) The registrant’s principal executive and principal financial
officers, or persons performing similar functions, have concluded that the
registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c)
under the 1940 Act) are effective, based on the evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b)
or 15d-15(b) under the Securities Exchange Act of 1934 as of a date within 90
days of the filing date of this report.
(b) There were no changes in the registrant’s internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that
occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the registrant’s
internal control over financial reporting.
Item 17. Disclosure of
Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not
applicable.
Item 19. Exhibits.
(a)(1) Incorporated
by reference to Exhibit 13(a)(1) to the report filed on Form N-CSR on June 5,
2020 (Accession Number 0001193125-20-161887).
(a)(2)
Not applicable.
(a)(3)
Certifications of the Registrant pursuant to Rule 30a-2(a) under the 1940 Act
are filed herewith.
ex99cert.docx
(a)(4)
Not applicable.
(a)(5)
There has been no change to the registrant’s independent public accountant
during the reporting period.
(b) Certifications of the Registrant pursuant to Rule
30a-2(b) under the 1940 Act are filed herewith.
ex99906cert.docx
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Northern Funds
By:
/s/Kevin
O’Rourke
Kevin P. O’Rourke,
President
(Principal
Executive Officer)
Date: March 6, 2026
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
By:
/s/Kevin
O’Rourke
Kevin P. O’Rourke,
President
(Principal Executive Officer)
Date: March 6, 2026
By:
/s/Randal E.
Rein
Randal E. Rein,
Treasurer
(Principal
Financial and Accounting Officer)
Date: March 6, 2026