Annual Notice of Securities Sold Pursuant to Rule 24F-2
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:
Sierra Asset Management Portfolios
9301 Corbin Avenue
Northridge, CA 91324
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Class A and Class B of each of the following:
Capital Growth Portfolio
Growth Portfolio
Balanced Portfolio
Value Portfolio
Income Portfolio (See Exhibit A)
_________________________________________________________________
3. Investment Company Act File Number: 811-07577
Securities Act File Number: 333-01999
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
June 30, 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:
N/A [ ]
_________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
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_________________________________________________________________
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:
0 shares @ $ 0
_________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
$668,996,912.86 worth of shares (See Exhibit A)
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
$668,996,912.86 worth of shares (See Exhibit A)
_________________________________________________________________
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):
Included in Item 9 above.
_________________________________________________________________
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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):
$668,996,912.86
_______________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ ---
_______________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-99,147,048.00
_______________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ ---
_______________
(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):
$569,849,864.86
_______________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3,300
_______________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$172,681.78
==============
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.
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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:
August 27, 1997
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Craig M. Miller
Craig M. Miller
Assistant Treasurer
Date: August 27, 1997
* Please print the name and title of the signing officer below
the signature.
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EXHIBIT A
The actual aggregate sales price for which the shares (the "Portfolio
Securities") of each portfolio of the Registrant were sold and the actual
redemption price of such securities redeemed by the Registrant during the
period from July 25, 1996 (commencement of operations) through its fiscal
year ended June 30, 1997 and the calculation of the registration fee pursuant
to Rule 24f-2(c) of the Investment Company Act of 1940, as amended,
is set forth.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Aggregate Sales Aggregate Aggregate Sales
Name of Portfolio Price of Portfolio Sales Price of Portfolio Redemption Price Price of Portfolio
Securities Sold* Price of 24e-2 Securities Sold in of Portfolio Securities on which
Securities Reliance Upon Rule Securities Redeemed fee will be Based
24f-2 During Fiscal Year (c) Minus (d)
(a) Minus (b)
<S> <C> <C> <C> <C> <C>
Capital Growth Portfolio
Class A $15,259,331.63 $1,562,842.00
Class B $35,393,493.00 $1,432,044.00
Growth Portfolio
Class A $160,501,256.37 $28,571,654.00
Class B $168,676,065.00 $15,638,225.00
Balanced Portfolio
Class A $131,830,122.39 $27,269,680.00
Class B $107,027,108.00 $11,949,998.00
Value Portfolio
Class A $16,720,200.58 $4,387,543.00
Class B $8,664,872.00 $1,453,871.00
Income Portfolio
Class A $19,105,666.89 $5,611,234.00
Class B $5,818,797.00 $1,269,957.00
===============================================================================================================================
Total $668,996,912.86 0 $668,996,912.86 $99,147,048.00 $569,849,864.86
<FN>
No portion of the aggregate redemption price of Portfolio Securities has been applied by the Registrant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e)(1) of the Investment Company Act of 1940, as amended. Pursuant to Rule 24f-2(c) of the
Investment Company Act of 1940, as amended, the registration fee with respect to the Portfolio Securities sold is
calculated as follows:
$668,996,912.86 - $0 = $668,996,912.86
($668,996,912.86 - $99,147,048.00 = $569,849,864.86)
A fee is required pursuant to Rule 24f-2(c).
*Includes front-end sales loads on Class A Shares of non money-market funds and reinvested dividends.
</FN>
</TABLE>
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP}
August 26, 1997
Sierra Asset Management Portfolios
9301 Corbin Avenue
Northridge, California 91324
Re: Rule 24f-2 Notice for Sierra Asset Management Portfolios
(File Nos. 333-01999 and 811-07577)
Ladies and Gentlemen:
Sierra Asset Management Portfolios (the "Fund") is a business trust
organized under the laws of the Commonwealth of Massachusetts with
its principal executive offices in Northridge, California. The
Fund is an open-end management investment company with diversified
and nondiversified series registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company
Act of 1940, as amended (the "1940 Act"). This opinion relates to
shares of beneficial interest, without par value, sold by the Fund
in reliance upon Rule 24f-2 during the period from July 25, 1996
(commencement of operations) through June 30, 1997, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of an unlimited number of the shares of
beneficial interest, without par value, which have been offered
under prospectuses included as part of the Fund's Registration
Statement on Form N-1A, as amended to the date hereof, which has
been filed with the Commission under the Securities Act of 1933, as
amended and the 1940 Act (collectively, the "Registration
Statement").
We are of the opinion that such shares of beneficial interest sold
pursuant to the Registration Statement were, when issued in return
for the payment described in the Fund's prospectuses included as
part of the Fund's Registration Statement, legally issued, fully
paid and nonassessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Prepared By: Esther B. Rehavi
Signed By: Richard W. Grant
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