As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-13990/811-5148
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 26
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. ___
THE WOODWARD FUNDS
(Exact Name of Registrant as Specified in Charter)
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
(Address of Principal Executive Offices)
Registrant's Telephone Number:
(313) 259-0729
W. Bruce McConnel, III
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
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)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
The purpose of this Post-Effective Amendment No. 26 to the
Registrant's Registration Statement on Form N-1A is to register 1,117,226,401
shares pursuant to Section 24(e)(1) under the Investment Company Act of 1940.
The prospectuses and statements of additional information for the Registrant
are incorporated herein by reference to Post-Effective Amendment Nos. 24 and
25 to Registrant's Registration Statement on Form N-1A filed with the
Securities and Exchange Commission on February 28, 1995 and July 28, 1995,
respectively.
<PAGE>
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Aggregate
Securities Amount of Offering Maximum Amount of
Being Shares Being Price Per Offering Registration
Registered Registered Share Price Fee
- ---------- ------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Shares of Beneficial 1,117,226,401 $1.47 $1,640,000,000(1) $328,000.00
Interest, $.10 Par
Value
<FN>
- ---------------------
(1) The proposed maximum offering price per share has been calculated
based on the weighted average of the anticipated sales based on prices
of the Registrant's Funds as determined on November 16, 1995 pursuant
to Rule 457(d).
</TABLE>
Registrant has previously registered an indefinite number of its shares of
beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for
its most recent fiscal year ended December 31, 1994 was filed on February 27,
1995. Registrant continues its election to register an indefinite number of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940.
<PAGE>
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 to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933, as amended, has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan, on the
17th day of November, 1995.
THE WOODWARD FUNDS
Registrant
/s/ Earl I. Heenan, Jr.
-----------------------
Earl I. Heenan, Jr.
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
---------- ----- ----
/s/ Earl I. Heenan, Jr.
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Earl I. Heenan, Jr. Trustee November 17, 1995
/s/ Eugene C. Yehle
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Eugene C. Yehle Trustee November 17, 1995
/s/ Will M. Caldwell
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Will M. Caldwell Trustee November 17, 1995
/s/ Julius L. Pallone
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Julius L. Pallone Trustee November 17, 1995
/s/ Nicholas J. De Grazia
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Nicholas J. De Grazia Trustee November 17, 1995
/s/ Donald G. Sutherland
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Donald G. Sutherland Trustee November 17, 1995
/s/ Donald L. Tuttle
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Donald L. Tuttle Trustee November 17, 1995
[letterhead]
DRINKER BIDDLE & REATH
1345 Chestnut Street, Suite 1100
Philadelphia, PA 19107
(215) 988-2700
November 17, 1995
The Woodward Funds
c/o NBD Bank,
Transfer Agent
P.O. Box 7058
Troy, Michigan 48007-7058
Re: Post-Effective Amendment No. 26 to Registration
Statement on Form N-1A for The Woodward Funds
(Registration No. 33-13990; 811-5148)
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Gentlemen:
We have acted as counsel for The Woodward Funds, a
Massachusetts Business Trust (the "Trust"), in connection with the
registration of 1,117,226,401 shares of beneficial interest (the
"Shares"), pursuant to Post-Effective Amendment No. 26 to the Trust's
Registration Statement under the Securities Act of 1933. The registration
of the Shares has been made in reliance upon Section 24(e)(1) of the
Investment Company Act of 1940. The Trust is an open-end investment
company that is authorized to issue an unlimited number of shares of
beneficial interest, par value $.10 per share.
We have reviewed the Trust's Declaration of Trust, its Code
of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have deemed
appropriate. We have also obtained an opinion of Massachusetts counsel as
to matters to which the laws of the Commonwealth of Massachusetts are
applicable.
Based on the foregoing, we are of the opinion that the
Shares, when issued for payment as described in the Trust's Prospectuses,
will be validly issued, fully paid and non-assessable by the Trust.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts
or obligations of the Trust and requires that notice of such disclaimer be
given in any written agreement, undertaking or obligation made or issued
on behalf of the Trust. The Declaration of Trust provides for
indemnification out of the assets of the Trust for all loss and expense of
any shareholder held personally liable solely by reason of his or her
being or having been a shareholder. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective
Amendment No. 26 to the Trust's Registration Statement.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
