<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1998
File No. 33-81574
File No. 811-8620
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 9
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12
THE MILESTONE FUNDS
(Formerly LEARNING ASSETS(TM))
(Exact Name of Registrant as Specified in its Charter)
One Executive Boulevard, Yonkers, New York 10701
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 800-941-6453
Timothy J. Overzat
90 Washington Street
New York, New York 10286
(Name and Address of Agent for Service)
Copies of Communications to:
Susan Penry-Williams, Esq.
Kramer, Levin, Naftalis, & Frankel
919 Third Avenue
New York, New York 10019
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule 485, paragraph (b)
on [ date ] pursuant to Rule 485, paragraph (b)
X 60 days after filing pursuant to Rule 485, paragraph (a)(i)
on [ date ] pursuant to Rule 485, paragraph (a)(i)
75 days after filing pursuant to Rule 485, paragraph (a)(ii)
on [ date ] pursuant to Rule 485, paragraph (a)(ii)
X this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404 (c))
PART A
<TABLE>
<CAPTION>
Form N-1A Location in Prospectus
Item No. (Caption)
- --------------------- -------------------------------------------
The Registrant has filed the information required in the prospectuses in the
Post-Effective Amendment No. 8 to its Registration Statement on Form N-1A on
April 15, 1998, (accession #0000889812-98-000958) and is hereby incorporated
by reference. The Registrant has not amended its prospectuses.
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Expenses of Investing in the Portfolio
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Prospectus Summary; Investment Objective
and Policies; Other Information
Item 5. Management of the Fund Prospectus Summary; Management of the
Trust
Item 5A. Management's Discussion of Fund Performance Not Applicable
Item 6. Capital Stock and Other Securities Investment Objective and Policies;
Dividends and Tax Matters; Other
Information
Item 7. Purchase of Securities Being Offered How to Invest in the Portfolio; Other
Information; Management of the Trust
Item 8. Redemption or Repurchase How to Invest in the Portfolio; How to
Redeem Shares of the Portfolio
Item 9. Pending Legal Proceedings Not Applicable
</TABLE>
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404 (c))
PART B
<TABLE>
<CAPTION>
Form N-1A Location in Statement
of Additional Information
Item No. (Caption)
- --------------------- -------------------------------------------
The Registrant has filed the information required in the statement of
additional information in the Post-Effective Amendment No. 8 to its
Registration Statement on Form N-1A on April 15, 1998, (accession
#0000889812-98-000958) and is hereby incorporated by reference. The Registrant
has not amended its statement of additional information.
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and History Other Information
Item 13. Investment Objectives and Policies Investment Policies; Investment
Limitations
Item 14. Management of the Fund Management
Item 15. Control Persons and Principal Holders of Management; Other Information
Securities
Item 16. Investment Advisory and Other Services Management
Item 17. Brokerage Allocation and Other Practices Portfolio Transactions
Item 18. Capital Stock and Other Securities Determination of Net Asset Value
Item 19. Purchase, Redemption and Pricing of Securities Determination of Net Asset Value;
Being Offered Additional Purchase and Redemptions
Information
Item 20. Tax Status Taxation
Item 21. Underwriters Management
Item 22. Calculation of Performance Data Advertising
Item 23. Financial Statements Not applicable
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
The Registrant has filed the information required in the Part C in the
Post-Effective Amendment No. 8 to its Registration Statement on Form N-1A on
April 15, 1998 (accession #0000889812-98-000958) and is hereby incorporated by
reference. The Registrant has not amended its Part C.
EXPLANATORY NOTE
The purpose of this filing is solely to designate a new effective date for
Post-Effective Amendment No. 8 to Registration Statement on Form N-1A of the
Registrant. The prospectuses and statement of additional information for each
Fund subject to such post-effective amendment have not been amended and are
incorporated by reference herein in their entirety. The Part C to Registrant's
registration statement has not been amended since Registrant's last amendment
to its registration statement (Post-Effective Amendment Number 8) and is
hereby incorporated by reference herein in its entirety.
<PAGE>
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 Registration Statement
pursuant to Rule 485(a)(i) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of New
York, and State of New York on the 26th day of June, 1998.
THE MILESTONE FUNDS
By: /s/ Janet Tiebout Hanson
---------------------------------
Janet Tiebout Hanson, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons on the 26th day of June, 1998.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Dort A. Cameron III Trustee 6/26/98
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(Dort A. Cameron III)
/s/ Michael Minikes Trustee 6/26/98
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(Michael Minikes)
/s/ Karen S. Cook Trustee 6/26/98
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(Karen S. Cook)
/s/ Anne Brown Farrell Trustee 6/26/98
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(Anne Brown Farrell)
/s/ John D. Gilliam Trustee 6/26/98
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(John D. Gilliam)
/s/ Allen Lee Sessoms Trustee 6/26/98
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(Allen Lee Sessoms)
/s/ Jeffrey R. Hanson Secretary 6/26/98
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(Jeffrey R. Hanson)
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