<PAGE> 1
As filed with the Securities and Exchange Commission on December 6, 1995
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. 8 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. ___
------------------------------
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
1100 Philadelphia National Bank Building
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> 2
The purpose of this Post-Effective Amendment No. 8 to the Registrant's
Registration Statement on Form N-1A is to reduce the amount of shares
previously registered via Post-Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A so that 23,557,841 shares will be
registered pursuant to Rule 24e-2 under the Investment Company Act of 1940.
The prospectus and statement of additional information for the Registrant is
incorporated herein by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission on July 27, 1995.
<PAGE> 3
<TABLE>
<CAPTION>
==========================================================================================================
Proposed
Maximum
Amount of Offering
Title of Securities Being Shares Being Price Per Proposed Maximum Amount of
Registered Registered Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest 23,557,841 $7.78 $183,280,003(1) $63,200(2)
==========================================================================================================
</TABLE>
(1) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. 23,557,841 shares at $7.78 per share
multiplied by 1/29 of 1%. The proposed maximum offering price per
share has been calculated based on the average of the prices of the
Portfolios in the Trust as determined on November 27, 1995 pursuant to
Rule 457(d).
(2) The registration fee was paid in conjunction with Registrant's
Post-Effective Amendment No. 7 filed with the Securities and Exchange
Commission on November 16, 1995.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of shares under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the most recent fiscal year on May 25,
1995. Registrant continues its election to register an indefinite number of
shares of beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended.
<PAGE> 4
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 Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 8 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Milwaukee and State of Wisconsin on the 6th day of December, 1995.
NORTHERN FUNDS
By: /s/Miriam M. Allison
--------------------------
Miriam M. Allison
Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registrant's Post-Effective Amendment No. 8 to its Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Silas S. Cathcart* Trustee and December 6, 1995
- ---------------------------- President (Chief
Silas S. Cathcart Executive Officer)
/s/ Miriam M. Allison Treasurer December 6, 1995
- ---------------------------- (Chief Financial
Miriam M. Allison and Accounting
Officer)
/s/ James W. Cozad* Trustee December 6, 1995
- ---------------------------
James W. Cozad
/s/ Susan Crown* Trustee December 6, 1995
- ---------------------------
Susan Crown
/s/ Wesley M. Dixon, Jr.* Trustee December 6, 1995
- ---------------------------
Wesley M. Dixon, Jr.
/s/ William J. Dolan, Jr.* Trustee December 6, 1995
- ---------------------------
William J. Dolan, Jr.
/s/ Raymond E. George, Jr.* Trustee December 6, 1995
- ---------------------------
Raymond E. George, Jr.
*By:/s/ Miriam M. Allison December 6, 1995
----------------------
Miriam M. Allison,
Attorney-in-fact
</TABLE>
<PAGE> 5
NORTHERN FUNDS
(A Massachusetts Business Trust)
CERTIFICATE OF SECRETARY
The foregoing resolution was duly adopted by the Board of
Trustees of Northern Funds (the "Trust") at the First Organizational Meeting of
the Board of Trustees held on October 13, 1993, and remains in effect on the
date hereof:
RESOLVED, that the Trustees and officers of the Trust who may
be required to execute any amendments to the Trust's Registration
Statement on Form N-1A are authorized to execute a power of attorney
appointing Jeffrey A. Dalke and Miriam M. Allison and either of them,
their true and lawful attorney, to execute in their name, place, and
stead, in their 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 the power to act thereunder and shall have
full power of substitution and resubstitution; and said attorney shall
have full power and authority to do and perform in the name and on
behalf as each 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 Trustee or officers, or any or all of them, might or
could do in person, said acts of each of the said attorneys being
hereby ratified and approved.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of December, 1995.
NORTHERN FUNDS
/s/Jeffrey A. Dalke
---------------------------
Jeffrey A. Dalke
Secretary
<PAGE> 6
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 M. Allison
- -----------------------
Miriam M. Allison
<PAGE> 7
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> 8
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
<PAGE> 9
NORTHERN FUNDS
POWER OF ATTORNEY
Know All Men by These Presents, that the undersigned, Susan
Crown, 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 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 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 each of the said attorneys being hereby ratified and approved.
DATED: October 13, 1993
/s/ Susan Crown
- -------------------------
Susan Crown
<PAGE> 10
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.
<PAGE> 11
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.
<PAGE> 12
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.
<PAGE> 13
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
December 6, 1995
Northern Funds
207 East Buffalo Street
Suite 400
Milwaukee, WI 53202
Re: Post-Effective Amendment No. 8 to
Registration Statement on Form N-1A
(File No. 33-73404) (the "Registration
Statement")
Ladies and Gentlemen:
Northern Funds (the "Trust") is a Massachusetts business trust
created under a written Agreement and Declaration of Trust dated, executed and
delivered in Boston, Massachusetts on October 12, 1993, as amended on October
13, 1993, February 22, 1994, March 1, 1994, October 25, 1994 and May 26, 1995
(as so amended, the "Declaration of Trust"). The beneficial interests
thereunder are represented by transferable shares of beneficial interest,
$.0001 par value per share.
The Trustees have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein provided.
Pursuant to Article IV, Section 4.1 of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to divide the shares into
one or more series of shares and one or more classes thereof as they deem
necessary or desirable. Pursuant to Article IV, Section 4.1 of the Declaration
of Trust, the Trustees are empowered in their discretion to issue shares of any
series for such consideration, whether cash or other property, and on such
terms as the Trustees may determine (or for no consideration if pursuant to a
share dividend or split-up), all without action or approval of the
shareholders.
Pursuant to Article IV, Section 4.2 of the Declaration of
Trust, the Trustees established sixteen series of shares
<PAGE> 14
designated "Growth Equity Fund," "Income Equity Fund," "Small Cap Growth Fund,"
"Select Equity Fund," "International Growth Equity Fund," "International Select
Equity Fund," "International Fixed Income Fund," "Fixed Income Fund," "U.S.
Government Fund," "Intermediate Tax-Exempt Fund," "Tax-Exempt Fund," "Money
Market Fund," "U.S. Government Money Market Fund," "California Municipal Money
Market Fund," "Municipal Money Market Fund" and "U.S. Government Select Money
Market Fund."
By votes adopted on October 13, 1993, February 22, 1994 and
August 4, 1994, the Trustees of the Trust authorized the President, any Vice
President, the Secretary and the Treasurer from time to time to determine the
appropriate number of shares to be registered, to register with the Securities
and Exchange Commission, and to issue and sell to the public, such shares.
We understand that you are about to register under the
Securities Act of 1933, as amended, 23,557,841 shares of beneficial interest by
Post-Effective Amendment No. 8 to the Trust's Registration Statement.
We have examined the Declaration of Trust, the By-Laws, as
amended from time to time, of the Trust, resolutions of the Board of Trustees,
and such other documents as we have deemed necessary or appropriate for the
purposes of this opinion, including, but not limited to, originals, or copies
certified or otherwise identified to our satisfaction, of such documents, Trust
records and other instruments. In our examination of the above documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified photostatic copies.
For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other than The
Commonwealth of Massachusetts and express no opinion with respect to the laws
of any jurisdiction other than the laws of The Commonwealth of Massachusetts.
Further, we express no opinion as to compliance with any state or federal
securities laws, including the securities laws of The Commonwealth of
Massachusetts.
Our opinion below, as it relates to the nonassessability of
the shares of the Trust, is qualified to the extent that under Massachusetts
law, shareholders of a Massachusetts business trust may be held personally
liable for the obligations of the Trust. In this regard, however, please be
advised that the Declaration of Trust disclaims shareholder
<PAGE> 15
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each note, bond, contract, certificate or undertaking
made or issued by the Trustees or officers of the Trust. Also, the Declaration
of Trust provides for indemnification out of Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust.
We are of the opinion that all necessary Trust action
precedent to the issue of the shares of beneficial interest of the Trust
comprising the shares covered by Post-Effective Amendment No. 8 to the
Registration Statement has been duly taken, and that all such shares may
legally and validly be issued for cash, and when sold will be fully paid and
non-assessable by the Trust upon receipt by the Trust or its agent of
consideration thereof in accordance with the terms described in the Trust's
Declaration and the Registration Statement, subject to compliance with the
Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and
Exchange Commission as an Exhibit to Post-Effective Amendment No. 8 to the
Registration Statement.
Very truly yours,
/s/Hale and Dorr
-----------------
Hale and Dorr
