SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF
THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities
and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940, and in
connection with such Notification of Registration submits the following
information:
Name: THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
Address of Principal Business Office (No. & Street, City, State, and Zip
Code):
c/o Pacific Corporate Group, Inc.
1200 Prospect Street, Suite 200
La Jolla, California 92037
Telephone Number (including area code): (619) 456-6000
Name and Address of Agent for Service of Process:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940
concurrently with the filing of Form N-8A:
YES / / NO /x/
ITEM 1. Exact name of registrant.
The exact name of registrant is The Pacific Corporate Group Private
Equity Fund.
ITEM 2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation.
Registrant was organized under the laws of the State of Delaware on
the 29th day of July, 1997.
ITEM 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).
Registrant is a Business Trust.
ITEM 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Registrant is a management company.
ITEM 5. If registrant is a management company:
(A) state whether registrant is a "closed-end" company or an "open-end"
company;
Registrant is a closed-end company.
(B) state whether registrant is registering as a "diversified" company
or a "non-diversified" company.
Registrant is registering as a non-diversified company.
ITEM 6. Name and address of each investment adviser of registrant.
The registrant's investment adviser is Pacific Corporate Group,
Inc. ("PCG"). The address of PCG's administrative offices is 1200
Prospect Street, Suite 200, La Jolla, California 92037.
ITEM 7. If registrant is an investment company having a board of trustees,
state the name and address of each officer and trustee of
registrant.
The registrant is a Delaware business trust with a board of
trustees.
<TABLE>
<CAPTION>
<S> <C> <C>
Christopher J. Bower Individual Trustee; President Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
Harry G. Bubb Individual Trustee Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
Alan C. Shapiro Individual Trustee Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
Pacific Corporate Group, Inc. Adviser Trustee 1200 Prospect Street
Suite 200
La Jolla, CA 92037
Philip M. Posner Treasurer Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
Kelly K. DePonte Secretary Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
Michael Russell Assistant Secretary Pacific Corp. Group, Inc.
1200 Prospect Street
Suite 200
La Jolla, CA 92037
</TABLE>
ITEM 8. If registrant is an unincorporated investment company not having a
board of directors:
(A) state the name and address of each sponsor of registrant;
Not applicable.
(B) state the name and address of each officer and director of
each sponsor of registrant;
Not applicable.
(C) state the name and address of each trustee and each custodian
of registrant.
Not applicable.
ITEM 9. (A) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
No.
(B) If registrant is currently issuing and offering its securities
to the public through an underwriter, state the name and address of
such underwriter.
Not applicable.
(C) If the answer to Item 9(a) is "no" and the answer to Item 9(b)
is "not applicable" state whether registrant presently proposes to
make a public offering of its securities (yes or no).
No.
(D) State whether registrant has any securities currently issued
and outstanding.
Registrant currently has no securities issued and outstanding.
Registrant expects to close a private placement of shares of
beneficial interest on or about February 9, 1998. Registrant
expects that there will be in excess of 100 beneficial owners of
such securities.
(E) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of
registration the number of beneficial owners of registrant's
outstanding securities (other than short-term paper) and the name
of any company owning 10 percent or more of registrant's
outstanding voting securities.
Not applicable.
ITEM 10. State the current value of registrant's total assets.
The Registrant currently has no material assets.
ITEM 11. State whether registrant has applied or intends to apply for a
license to operate as a small business investment company under the
Small Business Investment Act of 1958 (yes or no).
No.
ITEM 12. Attach as an exhibit a copy of the registrant's last regular
periodic report to its securityholders, if any.
Not applicable.
SIGNATURES
Form of signature if registrant is an investment company having a
board of directors:
Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has caused this notification of registration to be duly
signed on its behalf in the City of La Jolla and State of California on
the 6th day of February, 1998.
Signature: THE PACIFIC CORPORATE GROUP PRIVATE EQUITY
FUND
By: /s/ Christopher J. Bower
------------------------------
Christopher J. Bower
President
Attest:
/s/ Kelly K. DePonte
------------------------------
Kelly K. DePonte
Secretary
