[Federal Register Volume 62, Number 107 (Wednesday, June 4, 1997)]
[Notices]
[Pages 30652-30653]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-14540]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22686; 811-4068]


Pacifica Funds Trust; Notice of Application

May 28, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: Pacifica Funds Trust.

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 was filed on January 31, 1997, and 
amended on May 9, 1997.

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 June 23, 1997, 
and should be accompanied by proof of service on 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 237 Park Avenue, Suite 910, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Staff Attorney, at 
(202) 942-0574, or H.R. Hallock, Jr., 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 an open-end management investment company organized 
as a Massachusetts business trust. On July 16, 1984, applicant 
registered under the Act and filed a registration statement on Form N-
1A pursuant to section 8(b) of the Act. The registration statement 
became effective on November 30, 1984. Applicant commenced an initial 
public offering of the first of its 23 series on December 26, 1985, and 
commenced its last initial public offering of a series on November 15, 
1995. Shares of five series were never offered to the public.
    2. First Interstate Capital Management, Inc., served as applicant's 
investment adviser prior to April 1, 1996, when its parent company, 
First Interstate Bancorp, merged into Wells Fargo & Company. At a 
meeting on May 17, 1996, applicant's board of trustees, including a 
majority of the trustees who are not ``interested persons'' of 
applicant, approved entry into an Agreement and Plan of Reorganization 
(the ``Reorganization Agreement'') by and between applicant and 
Stagecoach Funds, Inc. (``Stagecoach''), an open-end investment company 
advised by Wells Fargo Bank, N.A. In reviewing the proposed 
reorganization, applicant's board considered the potential impact of 
the reorganization on applicant's shareholders, including (a) 
provisions intended to avoid the dilution of shareholder interests; (b) 
the capabilities, practices, and resources of the organizations that 
provided investment advisory and certain other services to applicant 
and Stagecoach; (c) the shareholder services provided to applicant's 
shareholders, compared with the shareholder services provided to 
Stagecoach shareholders; (d) the investment objectives, policies and 
limitations of each series of applicant and the corresponding series of 
Stagecoach; (e) the historical investment performance of each series of 
applicant and the corresponding series of Stagecoach; (f) the 
historical and projected operating expenses of each series of applicant 
and the corresponding series of Stagecoach; and (g) the anticipated tax 
consequences of the reorganization.
    3. Based upon its evaluation of the information presented, 
applicant's board of trustees determined that the reorganization was in 
the best interests of the shareholders of each series of applicant, and 
that the interests of the shareholders of each series would not be 
diluted. An amendment to the Reorganization Agreement was subsequently 
approved by the applicant's board of trustees on August 15, 1996, which 
provided that, because of tax considerations, certain liabilities of 
one of applicant's 23 series (Pacifica Asset Preservation Fund) would 
be retained by that series rather than transferred to its corresponding 
series of Stagecoach.
    4. On or about June 6, 1996, proxy materials for a special 
shareholders meeting were distributed to applicant's

[[Page 30653]]

shareholders. At the special meeting of applicant's shareholders held 
on July 16, 1997, the shareholders approved the Reorganization 
Agreement. On September 6, 1996, each series of applicant transferred 
all of its assets and liabilities to a corresponding series of 
Stagecoach in exchange for shares of such corresponding series of 
Stagecoach, except that, as noted above, Pacifica Asset Preservation 
Fund retained certain liabilities and received cash from its 
corresponding series of Stagecoach in an amount equal to such retained 
liabilities. Subsequent to the reorganization, Pacifica Asset 
Preservation Fund utilized the cash it received to repay all of the 
retained liabilities.
    5. Immediately after the reorganization, each series of applicant 
made a liquidating distribution to each of its shareholders. 
Applicant's shareholders of record received full and fractional shares 
of the corresponding class of the Stagecoach series having an aggregate 
net asset value equal to the aggregate net asset value of shares of 
applicant's series exchanged therefor. In addition, applicant's 
shareholders received all unpaid dividends and distributions that were 
declared prior to September 6, 1996. Shares of all 18 of applicant's 
series that had been publicly sold were exchanged for shares of the 
corresponding series and class of Stagecoach as follows: Arizona Tax-
Exempt Fund into Arizona Tax-Free Fund; Asset Preservation Fund into 
Money Market Mutual Fund; Balanced Fund into Balanced Fund; California 
Short-Term Tax-Exempt Fund into California Tax-Free Income Fund; 
California Tax-Exempt Fund into California Tax-Free Bond Fund; Equity 
Value Fund into Equity Value Fund; Government Income Fund into Short-
Intermediate U.S. Government Income Fund; Government Money Market Fund 
into Government Money Market Mutual Fund; Growth Fund into Growth and 
Income Fund; Intermediate Bond Fund into Intermediate Bond Fund; 
Intermediate Government Bond Fund into Ginnie Mae Fund; Money Market 
Fund into Money Market Mutual Fund; Money Market Trust into Money 
Market Trust; National Tax-Exempt Fund into National Tax-Free Fund; 
Oregon Tax-Exempt Fund into Oregon Tax-Free Fund; Prime Money Market 
Fund into Prime Money Market Mutual Fund; Short-Term Government Bond 
Fund into Short-Intermediate U.S. Government Income Fund; and Treasury 
Money Market Fund into Treasury Money Market Mutual Fund.
    6. The expenses incurred in connection with the reorganization 
between applicant and Stagecoach were approximately $1,145,107.11. The 
expenses were assumed by Wells Fargo Bank, the investment adviser to 
Stagecoach, and the parent company of applicant's investment adviser, 
Wells Fargo Investment Management, Inc. (previously First Interstate 
Capital Management, Inc.). No brokerage commissions were paid in 
connection with the transfer of assets from applicant's series to 
corresponding series of Stagecoach.
    7. At the time the application was initially filed, applicant had 
no security holders or assets. Applicant has no debts or liabilities 
which remain outstanding. Applicant is not currently a party to any 
litigation or administrative proceeding.
    8. Applicant is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding up 
of its affairs. Applicant will file a certificate of termination with 
the Commonwealth of Massachusetts.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-14540 Filed 6-3-97; 8:45 am]
BILLING CODE 8010-01-M