HALE AND DORR LLP
COUNSELLORS AT LAW
60 State Street, Boston, Massachusetts 02109
617-526-6000 . Fax 617-526-5000
May 22, 1997
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 from time to time (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 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 have established twenty-
four separate series of shares.
By votes adopted on October 13, 1993, February 22, 1994, August 4, 1994,
May 25, 1995 and August 6, 1996, 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.
Northern Funds
May 22, 1997
Page 2
We understand that, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act") the Trust has registered an indefinite
number of shares of beneficial interest under the Securities Act of 1933, as
amended (the "1933 Act").
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 17,444,751,482 shares of
beneficial interest of the Trust (the "Shares") sold in reliance upon said
Rule 24f-2 during the fiscal year ended March 31, 1997.
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 genuiness 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 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
Northern Funds
May 22, 1997
Page 3
the 1933 Act, the 1940 Act 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 LLP
Hale and Dorr LLP
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:
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 Fund (formerly 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
Northern Technology Fund
Northern Florida Intermediate Tax-Exempt Fund
Northern Stock Index Fund
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, 1997
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:
9. Number and aggregate sale price of securities sold during the fiscal year:
17,444,751,482 - $17,971,045,161
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
17,444,751,482 - $17,971,045,161
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):
18,225,451 - $58,796,902
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $17,971,045,161
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 58,796,902
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -16,604,192,372
--------------
(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): 1,425,649,691
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
--------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 432,015.06
==============
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, 1997 and May 28, 1997
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.
By (Signature and Title)<F1> /s/Miriam M. Allison
--------------------------
Miriam M. Allison
Vice President and Treasurer
--------------------------
Date May 27, 1997
-----------------
<F1> Please print the name and title of the signing officer below the
signature.
