<PAGE> 1
As filed with the Securities
and Exchange Commission on May 30, 1995
1933 Act Registration No. 2-25538
1940 Act File No. 811-1428
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 39 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 20 /X/
THE CARDINAL FUND INC.
(Exact Name of Registrant as Specified in Charter)
155 East Broad Street, Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code 614/464-5511
Frank W. Siegel, 155 East Broad Street, Columbus, Ohio 43215
(Name and Address of Agent for Service)
Copy to: Charles H. Hire, Esq.
Baker & Hostetler
65 East State Street
Columbus, Ohio 43215
Approximate Date of Proposed Public Offering:
Immediately, upon effectiveness
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
---
/ / on (date) pursuant to paragraph (b)
---
/ / 60 days after filing pursuant to paragraph (a)(1)
---
/ / on (date) pursuant to paragraph (a)(1)
---
/ / 75 days after filing pursuant to paragraph (a)(2)
---
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
---
<PAGE> 2
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
CALCULATION OF FEE*
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Per Offering Registration
Registered Registered Unit** Price*** Fee
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Shares,
without par
value, of
The Cardinal
Fund Inc. 3,332,067 $13.19 $43,949,963.73 $100
</TABLE>
* The Registrant has also registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule
24f-2(a)(1) under the Investment Company Act of 1940. On November 23,
1994, the Registrant filed its Rule 24f-2 Notice with respect to the
fiscal year ended September 30, 1994.
** Based on the offering price per share on May 24, 1995.
*** Calculated pursuant to Rule 24e-2 under the Investment Company Act of
1940. During the fiscal year ended September 30, 1994, the total amount
of securities redeemed was $58,536,237; of the redeemed amount,
$14,876,262 were used for reductions pursuant to Rule 24f-2(c) under
said Act in the current fiscal year and $43,659,975 are being used for
reduction in this Amendment under Rule 24e-2.
<PAGE> 3
The Prospectus of The Cardinal Fund Inc. dated February 1, 1995, as
supplemented February 22, 1995, is hereby incorporated herein by reference.
The Statement of Additional Information of The Cardinal Fund Inc. dated
February 1, 1995, is hereby incorporated herein by reference.
The information contained in Part C to Post-Effective Amendment No. 38
to the Registration Statement on Form N-1A of The Cardinal Fund Inc. as filed on
December 1, 1994, other than the signature page, is incorporated herein by
reference.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Columbus and State of
Ohio on the 30th day of May, 1995. Registrant hereby certifies that this Post-
Effective Amendment to Registration Statement meets all of the requirements for
effectiveness pursuant to paragraph (b) of Rule 485 under the Securities Act of
1933.
THE CARDINAL FUND INC.
By /s/ Frank W. Siegel
-------------------------------
Frank W. Siegel, President
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank W. Siegel President (Principal May 30, 1995
- ----------------------------- Executive Officer)
Frank W. Siegel
/s/ *Gordon B. Carson Director May 30, 1995
- -----------------------------
Gordon B. Carson
/s/ *Walter R. Chambers Chairman and Director May 30, 1995
- -----------------------------
Walter R. Chambers
/s/ *John B. Gerlach, Jr. Director May 30, 1995
- -----------------------------
John B. Gerlach, Jr.
/s/ *Michael J. Knilans Director May 30, 1995
- -----------------------------
Michael J. Knilans
/s/ *James I. Luck Director May 30, 1995
- -----------------------------
James I. Luck
/s/ *David L. Nelson Director May 30, 1995
- -----------------------------
David L. Nelson
/s/ *C. A. Peterson Director May 30, 1995
- -----------------------------
C. A. Peterson
/s/ *Lawrence H. Rogers II Director May 30, 1995
- -----------------------------
Lawrence H. Rogers II
/s/ *John L. Schlater Director May 30, 1995
- -----------------------------
John L. Schlater
/s/ *Joseph H. Stegmayer Director May 30, 1995
- -----------------------------
Joseph H. Stegmayer
/s/ James M. Schrack II Treasurer (Principal May 30, 1995
- ----------------------------- Financial and Accounting
James M. Schrack II Officer)
*By/s/ James M. Schrack II May 30, 1995
- -----------------------------
James M. Schrack II
Attorney-in-Fact
</TABLE>
