<PAGE> 1
As filed with the Securities and Exchange Commission on November 16, 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. 7 /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. 7 to the Registrant's
Registration Statement on Form N-1A is to register 40,826,875 shares pursuant
to Section 24(e)(1) 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 Proposed
Amount of Offering Maximum Amount of
Title of Securities Shares Being Price Per Offering Registration
Being Registered Registered Share Price Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of
Beneficial Interest 40,826,875 $7.74 $316,000,012.50(1) $63,200
=========================================================================================================
</TABLE>
(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 14, 1995 pursuant to Rule 457(d).
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. 7 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 14th day of November, 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. 7 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 November 14,1995
- ---------------------------- President (Chief
Silas S. Cathcart Executive Officer)
/s/ Miriam M. Allison Treasurer November 14, 1995
- ---------------------------- (Chief Financial
Miriam M. Allison and Accounting
Officer)
/s/ James W. Cozad* Trustee November 14, 1995
- ---------------------------
James W. Cozad
/s/ Susan Crown* Trustee November 14, 1995
- ---------------------------
Susan Crown
/s/ Wesley M. Dixon, Jr.* Trustee November 14, 1995
- ---------------------------
Wesley M. Dixon, Jr.
/s/ William J. Dolan, Jr.* Trustee November 14, 1995
- ---------------------------
William J. Dolan, Jr.
/s/ Raymond E. George, Jr.* Trustee November 14, 1995
- ---------------------------
Raymond E. George, Jr.
*By:/s/ Miriam M. Allison November 14, 1995
----------------------
Miriam M. Allison,
Attorney-in-fact
</TABLE>
<PAGE> 5
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> 6
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> 7
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> 8
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> 9
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> 10
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> 11
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> 12
HALE AND DORR
Counsellors at Law
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
November 16, 1995
Northern Funds
207 East Buffalo Street
Suite 400
Milwaukee, WI 53202
Re: Post-Effective Amendment No. 7 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 designated "Growth Equity Fund,"
"Income Equity Fund," "Small Cap Growth Fund," "Select Equity Fund,"
"International Growth Equity
<PAGE> 13
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,"
"U.S. Government Select Money Market Fund," and "Technology 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, 40,826,875 shares of beneficial interest by Post-Effective
Amendment No. 7 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 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
<PAGE> 14
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. 7 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. 7 to the Registration
Statement.
Very truly yours,
/s/ Hale and Dorr
Hale and Dorr
