[Federal Register Volume 60, Number 31 (Wednesday, February 15, 1995)]
[Notices]
[Pages 8766-8767]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3700]



=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-20893; 811-3095]


Pacific American Fund; Notice of Application

February 9, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANT: Pacific American Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATES: The application on Form N-8F was filed on January 11, 
1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on March 6, 1995, 
and should be accompanied by proof of service on the applicant, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a [[Page 8767]] hearing may request notification by writing 
to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 800 West Sixth Street, Suite 1000, Los Angeles, 
California 90017.

FOR FURTHER INFORMATION CONTACT: Mary Kay Frech, Senior Attorney, at 
(202) 942-0579, or Barry D. Miller, Senior Special Counsel at (202) 
942-0564 (Division of Investment Management, Office of Investment 
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a diversified open-end management investment 
company organized as a Massachusetts business trust. On September 24, 
1980, applicant filed a notification of registration pursuant to 
section 8(a) of the Act, and a registration statement on Form N-1 under 
section 8(b) of the Act and the Securities Act of 1933. Applicant 
commenced its initial public offering on April 15, 1981.
    2. On July 20, 1994, applicant's board of trustees approved an 
agreement and plan of reorganization (the ``Plan'') between applicant 
and Pacifica Funds Trust (the ``Trust''), a registered open-end 
management company. The Plan provided for the reorganization of 
applicant's Money Market Portfolio and U.S. Treasury Portfolio (the 
``Portfolios'') as corresponding new portfolios of the Trust. Under the 
Plan, all of the assets and liabilities of the Portfolios would be 
transferred to the corresponding Money Market Portfolio and U.S. 
Treasury Portfolio of the Trust (the ``New Portfolios'') in exchange 
for the number of shares of the New Portfolios equal to the number of 
shares outstanding in the Portfolios.
    3. According to applicant's proxy statement dated September 1, 
1994, the trustees considered various factors in approving the 
reorganization, including, (a) the elimination of duplicate costs 
incurred for services that are performed for both applicant and the 
Trust separately, (b) the potential improvement of trading and 
operational efficiencies through the combination of the mutual fund 
groups, (c) economies of scale to be realized primarily with respect to 
fixed expenses, (d) the availability of additional investment 
portfolios of the Trust to applicant's shareholders after the 
reorganization, and (e) the enhancement of the distribution of the New 
Portfolio shares to potential investors. Applicant's trustees also 
determined that the sale of applicant's assets to the New Portfolios of 
the Trust was in the best interests of applicant's shareholders, and 
that the interests of the existing shareholders would not be diluted as 
a result.
    4. Proxy materials soliciting shareholder approval of the 
reorganization were distributed to applicant's shareholders during the 
first week of September, 1994. Definitive copies of the proxy materials 
were filed with the SEC on September 6, 1994. Applicant's shareholders 
approved the reorganization at a special meeting held on September 27, 
1994.
    5. As of September 30, 1994, applicant's Money Market Portfolio had 
565,408,253.15 shares outstanding, having an aggregate net asset value 
of $565,305,165 and a per share net asset value of $1.00 (based on the 
amortized cost valuation method), and applicant's U.S. Treasury 
Portfolio had 690,630,344.65 shares outstanding, having an aggregate 
net asset value of $690,630,344.65 and a per share net asset value of 
$1.00. On October 1, 1994, pursuant to the Plan, the assets and 
liabilities of the Portfolios were transferred to the corresponding New 
Portfolios. The aggregate net asset value of the New Portfolios' shares 
received are equal to the net asset value of applicant's shares held. 
Applicant then distributed the New Portfolios' shares it received pro 
rata to its shareholders, in complete liquidation of applicant.
    6. No brokerage commissions were paid in connection with the 
reorganization. The expenses applicable to the Plan, consisting of 
legal, state registration, and filing fees and printing expenses, were 
approximately $70,000 and were allocated to applicant and the New 
Portfolios.
    7. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceedings. Applicant is not engaged in, 
nor does it propose to engage in, any business activities other than 
those necessary for the winding up of its affairs.
    8. Applicant intends to file a certificate of termination with the 
Commonwealth of Massachusetts.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-3700 Filed 2-14-95; 8:45 am]
BILLING CODE 8010-01-M