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As filed with the Securities and Exchange Commission on May 15, 1997
File No. 2-17277
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UNITED STATES
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. 42 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 21 [X]
(Check appropriate box or boxes)
SIFE TRUST FUND
(Exact Name of Registrant as Specified in Charter)
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100 North Wiget Lane (800) 231-0356
Walnut Creek, California 94598 (510) 988-2430
(Address of Principal Executive Offices, with Zip Code) (Registrant's Telephone Number, including Area Code)
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Robert Linderman, Esq.
SIFE Trust Fund
100 North Wiget Lane
Walnut Creek, CA 94598
(Name and address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
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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)(1)
[ ] on April 30, 1997 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) 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.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
AND SECTION 24(e)(1) OF THE INVESTMENT COMPANY ACT OF 1940
AND RULE 24e-2 THEREUNDER
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
BEING REGISTERED REGISTERED PRICE PER UNIT PRICE REGISTRATION FEE
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Class A-I Shares * * (1) (1)
Class A-II Shares * * (2) (2)
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* Registrant is an open-ended management investment company offering for
sale, and selling, its redeemable securities on a continuous basis at the
Class A-I or Class A-II net asset value per share, as appropriate. On
May 14, 1997 the net asset value per share of Class A-I shares was $5.47
and the net asset value per share of Class A-II shares was $5.47;
accordingly, this post-effective amendment covers the registration,
pursuant to Section 24(e)(1) of the Investment Company Act of 1940, as
amended, of (A) 12,512,503.84 Class A-I shares (worth $68,443,396) and
(B) 94,069.29 Class A-I shares (worth $514,559).
(1) The calculation of the maximum aggregate offering price is made pursuant
to the provisions of Rule 24e-2(a). Pursuant to the provisions of
Rule 24e-2(b), Registrant confirms that (A) $68,443,396 worth of Class A-I
shares were redeemed or repurchased during the period from January 1,
1996 through December 31, 1996, (B) no portion of such redeemed or
repurchased securities have been used for the purpose of reducing the
filing fee, either in any previous post-effective amendment filed during
the current year, or pursuant to paragraph (c) of Registrant's Rule 24f-2
Notice, and (C) the entire amount of $68,443,396 is being used for such
reduction in this Post-Effective Amendment to Registrant's Registration
Statement on Form N-1A, resulting in no registration fee payable with
this filing.
(2) The calculation of the maximum aggregate offering price is made pursuant
to the provisions of Rule 24e-2(a). Pursuant to the provisions of
Rule 24e-2(b), Registrant confirms that (A) $514,559 worth of Class A-II
shares were redeemed or repurchased during the period from May 1, 1996
through December 31, 1996, (B) no portion of such redeemed or repurchased
securities have been used for the purpose of reducing the filing fee,
either in any previous post-effective amendment filed during the current
year, or pursuant to paragraph (c) of Registrant's Rule 24f-2 Notice, and
(C) the entire amount of $514,559 is being used for such reduction in
this Post-Effective Amendment to Registrant's Registration Statement on
Form N-1A, resulting in no registration fee payable with this filing.
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REGISTRANT HEREBY SPECIFICALLY INCORPORATES BY REFERENCE PARTS A
AND B, AND ITEM 24(a) AND ITEMS 25 THROUGH 32 OF PART C, OF REGISTRANT'S
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT NO. 41 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND POST-EFFECTIVE AMENDMENT NO. 20 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (COMMISSION
FILE NO. 2-17277), AS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 30, 1997.
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PART C
OTHER INFORMATION
ITEM 24(b) EXHIBITS FILED IN PART C OF THE REGISTRATION STATEMENT:
EXHIBIT
NUMBER
1. Copy of Registrant's Trust Agreement as currently in effect:
a. Copy of Trust Agreement recompiled as of May 1, 1976(1)
b. Copy of Appointment of Successor Trustee(2)
c. Copy of Certificate of Successor Trustee(2)
d. Copy of Restated Trust Agreement recompiled as of May 2, 1986(4)
e. Copy of Amendment to Restated Trust Agreement dated April 1,
1987(4)
f. Copy of Amendment to Restated Trust Agreement dated April 2,
1990(5)
g. Copy of Amendment to Restated Trust Agreement dated April 1,
1991(6)
h. Copy of Amendment to Restated Trust Agreement dated February 24,
1993(7)
i. Copy of Amendment to Restated Trust Agreement dated April 1,
1993(7)
j. Copy of Amendment to Restated Trust Agreement dated April 4,
1994(8)
k. Copy of Amendment to Restated Trust Agreement dated April 3,
1995(9)
l. Copy of Amendment to Restated Trust Agreement dated April 1,
1996(10)
m. Copy of Agreement between SIFE, Inc. and State Street Bank and
Trust Company re
appointment of successor trustee (11)
n. Copy of Agreement and Declaration of Trust, dated February 28,
1997 (14)
o. Copy of Certificate of Trust (14)
2. By-laws of SIFE Trust Fund, a Delaware Business Trust (14)
3. Inapplicable
4. Sample of Participating Agreement Certificate(3)
5. Copy of Investment Advisory Agreement dated April 3, 1972(1)
a. Copy of Amendment to Investment Advisory Agreement dated April 3,
1995(9)
b. Copy of Amendment to Investment Advisory Agreement dated April 1,
1996(10)
c. Assignment Agreement with respect to Investment Advisory
Agreement, dated as of April 30, 1997 (14)
6. Copy of Underwriting Agreement dated April 3, 1972(1)
a. Copy of Amendment to Underwriting Agreement dated April 1,
1974(1)
b. Copy of Amendment to Underwriting Agreement dated April 1,
1976(1)
c. Copy of Amendment to Underwriting Agreement dated April 1,
1985(3)
d. Copy of Amendment to Underwriting Agreement dated April 2,
1990(5)
e. Copy of Amendment to Underwriting Agreement dated February 24,
1993(7)
f. Copy of Amendment to Underwriting Agreement dated April 1,
1993(7)
g. Copy of Amendment to Underwriting Agreement dated April 4,
1994(8)
h. Copy of Amendment to Underwriting Agreement dated as of February
1, 1995, effective April 1, 1995(9)
i. Copy of Amendment to Underwriting Agreement dated April 1,
1996(10)
j. Copy of Underwriting Agreement, dated as of April 30, 1997 (14)
7. Inapplicable
8. a. Custodian Contract between SIFE Trust Fund and State Street Bank
& Trust Co. (11)
b. Retirement Plans Service Contract among SIFE, Inc., SIFE Trust
Fund and State Street
Bank & Trust Co. (11)
c. Assignment & Assumption Agreement (14)
9. Inapplicable
10. Opinion and Consent of Counsel
11. Consent of Independent Accountants
a. Consent of Deloitte & Touche LLP
b. Consent of Timpson Garcia
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12. Inapplicable
13. Inapplicable
14. Copies of Model Plans Used in the Establishment of Retirement Plans:
a. Copy of Registrant's Individual Retirement Account Disclosure
Statement(5)
b. Copy of Registrant's 403(b)(7) Plan Description (11)
c. Copy of State Street Bank and Trust Company's 403(b) Account
Package (11)
d. Copy of provisions governing State Street Bank and Trust
Company's IRA accounts (11)
15. Copies of Rule 12b-1 Plans
a. Rule 12b-1 Plan of Distribution and Rule 12b-1 Agreement for
Class A-II Shares (10)
b. Rule 12b-1 Plan of Distribution and Rule 12b-1 Agreement for
Class B Shares (14)
c. Rule 12b-1 Plan of Distribution and Rule 12b-1 Agreement for
Class C Shares (14)
16. Schedule of Performance Advertising Quotations (14)
17. Financial Data Schedules(12)
18. Other Exhibits:
a. Power of Attorney (14)
b. Rule 18f-3 Plan (11)
c. Restated Rule 18f-3 Plan (14)
d. Agreement and Plan of Reorganization (13)
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(1) Filed March 31, 1980, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 23 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 2, File No. 2-17277, and incorporated herein by reference.
(2) Filed April 27, 1981, as an exhibit to Form N-1 Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 24 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 3, File No. 2-17277, and incorporated herein by reference.
(3) Filed February 28, 1986, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 29 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 8, File No. 2-17277, and incorporated herein by reference.
(4) Filed April 17, 1987, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 30 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 9, File No. 2-17277, and incorporated herein by reference.
(5) Filed February 26, 1990, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 33 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 12, File No. 2-17277, and incorporated herein by reference.
(6) Filed February 26, 1991, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 34 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 13, File No. 2-17277, and incorporated herein by reference.
(7) Filed February 26, 1993, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 36 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 15, File No. 2-17277, and incorporated herein by reference.
(8) Filed February 25, 1994, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 37 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 16, File No. 2-17277, and incorporated herein by reference.
(9) Filed February 24, 1995, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 38 and
Registration Statement under Investment Company Act of 1940 Post-Effective
Amendment No. 17, File No. 2-17277, and incorporated herein by reference.
(10) Filed February 23, 1996, as an exhibit to Registrant's Definitive Proxy
Statement under Section 14(a) of the Securities Exchange Act of 1934,
as amended, and incorporated herein by reference.
(11) Filed April 19, 1996, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 39 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 18, File No. 2-17277, and incorporated
herein by reference.
(12) Filed April 30, 1997, as an exhibit to Registrant's Form NSAR for the
period ended December 31, 1996, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
(13) Filed February 28, 1997, as Exhibit A to Registrant's Definitive Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended, and incorporated herein by reference.
(14) Filed April 25, 1997, as an exhibit to Form N-1A Registration Statement
under the Securities Act of 1933 Post-Effective Amendment No. 41 and
Registration Statement under Investment Company Act of 1940
Post-Effective Amendment No. 20, File No. 2-17277, and incorporated
herein by reference.
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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 Post-Effective Amendment to
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933,
and has duly caused this Post-Effective Amendment to Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in this
City of Walnut Creek and State of California, on the 14th day of May, 1997.
SIFE Trust Fund
By: BRUCE W. WOODS /s/
--------------------------
Bruce W. Woods
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
BRUCE W. WOODS /s/ Director; President & Chief Executive Officer May 14,
------------------ of the Trust Fund (Principal Executive Officer 1997
(Bruce W. Woods) & Principal Accounting Officer)
JACK GEE /s/ Chief Financial Officer of the Trust Fund May 14,
------------ (Principal Accounting Officer) 1997
(Jack Gee)
HAIG G. MARDIKIAN /s/ Director; Chairman of the Board *
---------------------
(Haig G. Mardikian)
WALTER S. NEWMAN /s/ Director; Vice-Chairman of the Board *
--------------------
(Walter S. Newman)
CHARLES W. FROEHLICH, JR. /s/ Director; Secretary *
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(Charles W. Froehlich, Jr.)
NEIL L. DIVER /s/ Director *
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(Neil L. Diver)
DIANE HOWARD BELDING /s/ Director *
------------------------
(Diane Howard Belding)
JOHN A. MEANY /s/ Director *
-----------------
(John A. Meany)
* By: BRUCE W. WOODS/s/ Dated: MAY 14, 1997
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Bruce W. Woods, Attorney-in-Fact
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EXHIBIT 10
May 14, 1997
Board of Trustees
SIFE Trust Fund
100 North Wiget Lane
Walnut Creek, CA 94598
Re: Post-Effective Amendments Nos. 42 & 21 to
Registration Statement on Form N-1A
SIFE Trust Fund/SEC File No. 2-17277
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Ladies and Gentlemen:
I am the duly appointed and acting General Counsel of SIFE Trust Fund. (the
"Trust Fund"), and have acted as such in connection with the preparation of a
post-effective amendment to the registration statement on Form N-1A (the
"Post-Effective Amendment"), relating to (A) 12,512,503.84 Class A-I shares
(worth $68,443,396) and (B) 94,069.29 Class A-II shares (worth $514,559), such
shares representing fractional units of beneficial interest in the respective
classes of the Trust Fund (collectively the "Shares"). The Post-Effective
Amendment has been filed by the Trust Fund with the Securities and Exchange
Commission under the relevant provisions of the Securities Act of 1933, as
amended and the Investment Company Act of 1940, as amended. In my capacity as
counsel and for the purposes of this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of such documents
and corporate records as I have deemed appropriate for the giving of this
opinion.
Based upon the foregoing, it is my opinion that:
1. The Shares being registered have been duly authorized; and
2. The Shares to be offered by the Trust Fund will be, when and if
issued, sold and paid for as contemplated by the Post-Effective
Amendment, legally issued, fully paid and non-assessable.
I am a member of the bar of the State of California, and my opinion is limited
to the laws of that state and the federal laws of the United States of America.
Neither this opinion nor any extract herefrom or reference hereto shall be
published or delivered to any other person or relied upon for any other purpose
without my express written consent, which consent is expressly given for
purposes of the Post-Effective Amendment.
Very truly yours,
ROBERT LINDERMAN/s/
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Robert Linderman
General Counsel
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[LOGO]
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50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
EXHIBIT 11(a)
INDEPENDENT AUDITORS' CONSENT
SIFE Trust Fund:
We consent to (a) the incorporation by reference in this Post-Effective
Amendment No. 42 to Registration Statement No. 2-17277 of SIFE Tust Fund on Form
N-1A of our report dated February 5, 1997 appearing in the Statement of
Additional Information which is incorporated by reference in this Registration
Statement, and (b) the reference to us under the caption "Financial Highlights"
appearing in the Prospectus, which also is incorporated by reference in such
Registration Statement.
/s/ Deloitte & Touche LLP
May 14, 1997
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
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EXHIBIT 11(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
SIFE Trust Fund
490 North Wiget Lane
Walnut Creek, California 94598
We hereby consent to the use in this Post-Effective Amendment No. 42 to the
Registration Statement under the Securities Act of 1933 and this Amendment No.
21 to the Registration Statement under the Investment Company Act of 1940, both
on Form N-1A and the related Prospectus and Statement of Additional Information,
of the information set forth in the Prospectus under the caption "Financial
Highlights," which is included in such amendments to Registration Statements,
Prospectus and Statement of Additional Information.
TIMPSON GARCIA
Certified Public Accountants
Oakland, California
May 14, 1997
