<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15,1995.
FILE NO. 33-81574
FILE NO. 811-8620
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 3
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO.
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THE MILESTONE FUNDS
(Formerly LEARNING ASSETS -TM-)
(Exact Name of Registrant as Specified in its Charter)
One Odell Plaza, Yonkers, New York 10701
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 800-941-6453
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Max Berueffy
2 Portland Square
Portland, Maine
(Name and Address of Agent for Service)
Copies of Communications To:
Susan Penry-Williams, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
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It is proposed that this filing will become effective:
__X__ immediately upon filing pursuant to Rule 485, paragraph (b)
_____ on [ ] pursuant to Rule 485, paragraph (b)
_____ 60 days after filing pursuant to Rule 485, paragraph (a)(i)
_____ on [ ] pursuant to Rule 485, paragraph (a)(i)
_____ 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
_____ on [ ] pursuant to Rule 485, paragraph (a)(ii)
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Registrant has registered an indefinite number of shares of beneficial interest
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Accordingly, no fee is payable herewith. A Rule 24f-2
Notice for the Registrant's fiscal year ending November 30, 1995 will be filed
with the Commission on or before January 31, 1996.
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Calculation of Registration Fee
THE MILESTONE FUNDS
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<CAPTION>
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TITLE OF AMOUNT OF PROPOSED PROPOSED AMOUNT
SECURITIES SECURITIES MAXIMUM MAXIMUM OF
BEING BEING OFFERING PRIZE OFFERING REGISTRATION
SERIES OF REGISTRATION REGISTERED REGISTERED PER SHARE (1) PRICE (2) FEE (3)
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<S> <C> <C> <C> <C> <C>
TREASURY OBLIGATIONS PORTFOLIO SHARES OF 200,000,000 $1.00 $200,000,000 $40,000.00
BENEFICIAL INTEREST
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</TABLE>
(1) Computed under Rule 457(d) of the Securities Act of 1933, as amended, on
the basis of the offering price per share at the close of business on November
13, 1995.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended.
(3) During the previous fiscal year, no shares were redeemed. Accordingly, no
shares were used for reductions pursuant to Rule 24e-2(a) or Rule 24f-2(c) and
no shares are used for the reduction of the fee herewith.
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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 Regulation Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Portland, and State of Maine on the 14th
day of November, 1995.
THE MILESTONE FUNDS
By: /s/ JANET TIEBOUT HANSON
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Janet Tiebout Hanson, President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registrant's Registration Statement has been signed below by the
following persons on the 14th day of November, 1995.
SIGNATURES TITLE
(a) Principal Executive Officer
/s/ JANET TIEBOUT HANSON PRESIDENT
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Janet Tiebout Hanson
(b) Principal Financial And
Accounting Officer
/s/ MICHAEL D. MARTINS ASSISTANT TREASURER
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Michael D. Martins
(c) A majority of the Trustees
JANET TIEBOUT HANSON* TRUSTEE
DORT A. CAMERON III* TRUSTEE
PHYLIS M. ESPOSITO* TRUSTEE
KAREN S. COOK* TRUSTEE
JOHN D. GILLIAM* TRUSTEE
MAGNA L. DODGE* TRUSTEE
*By:/s/ DAVID L. GOLDSTEIN
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DAVID L. GOLDSTEIN, ATTORNEY IN FACT
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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10 Opinion of Counsel
Other Exhibit Power of Attorney of Janet Tiebout Hanson
Other Exhibit Power of Attorney of Dort A. Cameron III
Other Exhibit Power of Attorney of Phylis M. Esposito
Other Exhibit Power of Attorney of Karen S. Cook
Other Exhibit Power of Attorney of John d. Gilliam
Other Exhibit Power of Attorney of Magna L. Dodge
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EXHIBIT 10.
November 14, 1995
The Milestone Funds
One Odell Plaza
Yonkers, New York 10701
Dear Sirs:
As assistant secretary of The Milestone Funds (the "Fund"), a Delaware
business trust, and counsel for Forum Financial Services, Inc. ("Forum"),
administrator of the Fund, I have acted as counsel for the Fund in connection
with the registration of an additional 200,000,000 shares of beneficial
interest, no par value (the "Shares"), of the Fund under the Securities Act of
1933, as amended (the "1933 Act").
As such, I have participated in the preparation of the Post-Effective
Amendment No. 3 to the Fund's Registration Statement (File No. 33-81574) on Form
N-1A relating to the Shares and have examined and relied upon such corporate
records of the Fund and other Documents and certificates as to factual matters I
have deemed to be necessary to render the opinion expressed herein.
Based on such examination, I am of the opinion that the 200,000,000 Shares
being registered by Post-Effective Amendment No. 3 to the Fund's Registration
Statement are duly authorized and unissued shares of beneficial interest, and
when the Shares have been duly sold, issued and paid for as contemplated in a
Prospectus forming a part of an effective Registration Statement of the Fund
under the 1933 act, the Shares will have been validly and legally issued
(assuming there is no amendment to the Fund's Trust Instrument in the future to
the contrary) and will be fully paid and non-assessable shares of beneficial
interest of the Fund under the laws of the State of Delaware.
My opinion above stated is expressed as a member of the bar of the State of
Maine.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to said Post-Effective Amendment No. 3 to the
Fund's Registration Statement.
Sincerely,
/s/ David I. Goldstein
David I. Goldstein
Counsel, Forum Financial Services, Inc.
Assistant Secretary, The Milestone Funds
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Janet Tiebout Hanson constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ Janet Tiebout Hanson
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Janet Tiebout Hanson
Dated: November 7, 1994
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Dort A. Cameron III constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ Dort A. Cameron III
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Dort A. Cameron III
Dated: November 7, 1994
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Phylis M. Esposito constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ Phylis M. Esposito
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Phylis M. Esposito
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John D. Gilliam constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ John D. Gilliam
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John D. Gilliam
Dated: November 7, 1994
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Karen S. Cook constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ Karen S. Cook
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Karen S. Cook
Dated: November 7, 1994
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THE MILESTONE FUNDS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Magna L. Dodge constitutes and
appoints Max Berueffy and David J. Goldstein, and each of them, as true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stand, in any and all
capacities, to sign the Registration Statement Form N-1A and any or all
amendments thereto of the Milestone Funds, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
may lawfully do or cause to be done by virtue hereof.
/s/ Magna L. Dodge
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Magna L. Dodge
Dated: June 15, 1995
