<PAGE> 1
As filed with the Securities and Exchange Commission on June 20, 1997
Securities Act File No. 33-27489
Investment Company Act File No. 811-5775
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 25 / X /
-- ---
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 28 / X /
-- ---
Sierra Trust Funds
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
9301 Corbin Avenue
Northridge, California 91324
---------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (818) 725-0200
James H. Overholt
9301 Corbin Avenue
Northridge, California 91324
---------------------------------------
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esq. W. John McGuire, Esq.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20036-5869
It is proposed that this filing will become effective (check
appropriate box):
[X] immediately upon filing pursuant to paragraph (b), or
[ ] on [date] pursuant to paragraph (b),
[ ] 60 days after filing pursuant to paragraph (a), or
[ ] 75 days after filing pursuant to paragraph (a), or
[ ] on [date] pursuant to paragraph (a) of Rule 485
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Unit Aggregate Offering Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial $342,026,316 $18.09 per share $342,026,316 $0
interest
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Registrant has calculated the maximum aggregate offering price pursuant
to Rule 24e-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), for fiscal year ended June 30, 1996. Registrant had actual
aggregate redemptions of $2,679,021,874 for the fiscal year ended June
30, 1996; has used $2,336,995,558 of available redemptions for
reductions pursuant to Rule 24f-2(c) under the 1940 Act; and has
previously used no available redemptions for reductions pursuant to
Rule 24e-2(a) of the 1940 Act during the current year. Registrant
elects to use redemptions in the aggregate amount of $342,026,316 for
reductions in its current amendment.
<PAGE> 2
The Registrant has previously filed a declaration of indefinite registration of
its shares of beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The shares subject to the declaration are
without par value. Registrant's Rule 24f-2 Notice with respect to the U.S.
Government, Corporate Income, California Municipal, California Insured
Intermediate Municipal, National Municipal, Growth and Income, Emerging Growth,
International Growth, Short Term Global Government, Global Money, U.S.
Government Money, California Money, Short Term High Quality Bond, Growth,
Florida Insured Municipal and Target Maturity 2002 Funds for the fiscal year
ended June 30, 1996 was filed with the Securities and Exchange Commission on
August 28, 1996.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
("1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 25 pursuant to Rule 485(b) under the 1933 Act and
has duly caused this Post-Effective Amendment No. 25 to the Registrant's
Registration Statement (File No. 33-27489) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Northridge and State of
California on the 19th day of June, 1997.
SIERRA TRUST FUNDS
By /s/ James H. Overholt
----------------------------
James H. Overholt, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 25 Registration Statement has been signed
below by the following persons in the capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ James H. Overholt President June 19, 1997
- ------------------------------------------
James H. Overholt
(Principal Executive Officer)
/s/ Keith B. Pipes Executive Vice June 19, 1997
- ------------------------------------------ President, Treasurer
Keith B. Pipes and Secretary
(Principal Financial and Accounting
Officer)
* Chairman of the June 19, 1997
- ------------------------------------------ Board and Trustee
Arthur H. Bernstein, Esq.
* Trustee June 19, 1997
- ------------------------------------------
David E. Anderson
* Trustee June 19, 1997
- ------------------------------------------
Edmond R. Davis, Esq.
* Trustee June 19, 1997
- ------------------------------------------
John W. English
* Trustee June 19, 1997
- ------------------------------------------
Alfred E. Osborne, Jr. Ph.D.
*By: /s/ Keith B. Pipes
-------------------------------------
Keith B. Pipes
Attorney-In-Fact
</TABLE>
<PAGE> 4
2000 One Logan Square MORGAN, LEWIS & BOCKIUS LLP
Philadelphia, PA 19103-6993 Counselors At Law
215-963-5000
Fax: 215-963-5299
June 20, 1997
Sierra Trust Funds
9301 Corbin Avenue
Northridge, California 91324
Re: Registration of Additional Securities for Sierra Trust Funds
(File Nos. 33-27489 and 811-5775)
Ladies and Gentlemen:
Sierra Trust Funds (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 the registration of shares
of beneficial interest, without par value, related to the Fund's net redemptions
incurred during the fiscal year ended June 30, 1996 which are now being
registered pursuant to Rule 24e-2 under the 1940 Act.
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 will be, when issued in return for 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
- -------------------------------
Morgan, Lewis & Bockius LLP
