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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Northern Funds
207 East Buffalo Street, Suite 400, Milwaukee, WI 53202
2. Name of each series or class of funds for which this notice is filed:
See Exhibit A
3. Investment Company Act File Number: 811-8236
Securities Act File Number: 33-73404
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
23,557,841 - $183,280,003
9. Number and aggregate sale price of securities sold during the fiscal
year:
11,190,938,286 - $11,662,498,083
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
11,167,380,445 - $11,479,218,080
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
7,936,443 - $10,166,850
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 11,479,218,080
----------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 10,166,850
----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 11,008,568,867
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
----------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] (if
applicable): 480,816,063
----------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 165,798.64
================
</TABLE>
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 22, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ Miriam M. Allison
By (Signature and Title)* -----------------------------------------------
Miriam M. Allison, Vice President and Treasurer
-----------------------------------------------
Date May 23, 1996
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*Please print the name and title of the signing officer below the signature.
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EXHIBIT A
Northern Money Market Fund
Northern U.S. Government Money Market Fund
Northern Municipal Money Market Fund
Northern U.S. Government Fund
Northern Fixed Income Fund
Northern Intermediate Tax-Exempt Fund
Northern Tax-Exempt Fund
Northern International Fixed Income Fund
Northern Income Equity Fund
Northern Growth Equity Fund
Northern Select Equity Fund
Northern Small Cap Growth Fund
Northern International Growth Equity Fund
Northern International Select Equity Fund
Northern U.S. Government Select Money Market Fund
Northern California Municipal Money Market Fund
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HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS
May 23, 1996
Northern Funds
207 East Buffalo Street
Suite 400
Milwaukee, Wisconsin 53202
RE: Rule 24f-2 Notice
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 Fund", "International Select Equity Fund",
"International Fixed Income Fund", "Fixed Income Fund", "U.S. Government
Fund", "Intermediate Tax-
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Northern Fund
May 23, 1996
Page 2
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, August 4, 1994,
and May 25, 1995, 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, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Trust has registered an indefinite number of shares of
beneficial interest under the Securities Act of 1933.
We understand that you are about to file with the Securities and Exchange
Commission a notice on Form 24F-2 pursuant to Rule 24f-2 (the "Rule 24f-2
Notice") making definite the registration of 11,167,380,445 shares of
beneficial interest of the Trust (the "Shares") sold in reliance upon said Rule
24f-2 during the fiscal year ended March 31, 1996.
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, a certificate
of an officer of the Trust to the effect that the Trust or its agent received
the consideration for each of the Shares in accordance with the terms of the
Declaration of Trust, 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 of 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
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Northern Fund
May 23, 1996
Page 3
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 non-assessability 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
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
issuance of the Shares has been duly taken, and that the Shares were legally and
validly issued, and are fully paid and non-assessable by the Trust, subject to
compliance with the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or for any other purpose.
Very truly yours,
/S/Hale and Dorr
Hale and Dorr
