<PAGE> 1
As filed with the Securities and Exchange Commission on December 6, 1995
File No. 2-92260
File No. 811-4068
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
___
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X/
---
___
POST-EFFECTIVE AMENDMENT NO. 47 / X/
---
AND
___
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X/
---
___
AMENDMENT NO. 50 / X/
---
PACIFICA FUNDS TRUST
------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
237 Park Avenue, New York, New York 10017
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (212) 808-3900
--------------
Jeffrey L. Steele, Esq. Joan V. Fiore, Esq.
Dechert Price & Rhoads Furman Selz Incorporated
1500 K Street, N.W. 237 Park Avenue
Washington, D.C. 20005 New York, NY 10017
(Name and Address of Agent for Service)
It is proposed that this filing will become effective in accordance with Rule
485 (check appropriate box)
X 60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
on (date) pursuant to paragraph (a)(2)
-----
immediately upon filing pursuant to paragraph (b)
-----
on (date) pursuant to paragraph (b)
-----
- -----------------------
* Registrant has registered an indefinite number of shares of beneficial
interest pursuant to Rule 24f-2 under the Investment Company Act of
1940. The Registrant filed the Notice required by Rule 24f-2 on
November 30, 1995.
<PAGE> 2
PACIFICA FUNDS TRUST
CROSS-REFERENCE SHEET
REQUIRED BY RULE 495
UNDER THE SECURITIES ACT OF 1933
This Amendment to the Registration Statement relates solely to the
Prospectus and Statement of Additional Information that describe the Service
Shares of the Registrant's 100% U.S. Treasury Money Market Fund.
The Prospectuses and Statements of Additional Information that describe
the Registrant's California Tax-Exempt Money Market Fund; National Tax-Exempt
Money Market Fund; Equity Index Fund; International Equity Fund; Growth Fund;
Equity Value Fund; Balanced Fund; Asset Preservation Fund; Short-Term
Government Bond Fund; Intermediate Government Bond Fund; Government Income
Fund; Intermediate Bond Fund; Oregon Tax-Exempt Fund; Arizona Tax-Exempt Fund;
California Short-Term Tax-Exempt Fund; California Tax-Exempt Fund; National
Tax-Exempt Fund; Government Money Market Fund; Money Market Fund; Pacifica
Prime Money Market Fund; Pacifica Treasury Money Market Fund and the Pacifica
Money Market Trust are not included in this filing.
100% U.S. Treasury Money Market Fund
(Service Shares)
<TABLE>
<CAPTION>
ITEM NO. IN PART A HEADING IN INVESTOR SHARES PROSPECTUS
- ------------------ -------------------------------------
<S> <C>
1. Cover Page Cover Page
2. Synopsis Highlights; Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Funds: Investment Policies and Practices of the Funds; Description of
Securities and Investment Practices; Investment Restrictions
5. Management of the Fund Management of the Funds
5A. Management's Discussion of Fund Information is contained in the
Performance Annual Reports of the Registrant
6. Capital Stock and Other Securities Dividends, Distributions and Federal Income Tax; Other Information
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
7. Purchase of Securities Being Offered Fund Share Valuation; Minimum Purchase Requirements; Purchase of Service
Shares; Management of the Funds
8. Redemption or Repurchase Redemption of Service Shares
9. Pending Legal Proceedings Not Applicable
</TABLE>
<TABLE>
<CAPTION>
ITEM NO. IN PART B HEADING IN STATEMENT OF
- ------------------ ADDITIONAL INFORMATION
-----------------------
<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies Investment Policies
14. Management of the Fund Management
15. Control Persons and Principal Other Information
Holders of Securities
16. Investment Advisory and Other Management
Services
17. Brokerage Allocation and Other Portfolio Transactions
Practices
18. Capital Stock and Other Securities Other Information
19. Purchase, Redemption and Pricing Additional Purchase and
of Securities Being Offered Redemption Information;
Determination of Net Asset
Value
20. Tax Status Taxation
21. Underwriters Management
22. Calculation of Performance Data Other Information
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 4
PACIFICA FUNDS TRUST
(SERVICE SHARES)
237 PARK AVENUE, NEW YORK, NEW YORK 10017
GENERAL AND ACCOUNT INFORMATION:
(800) 662-8417
FIRST INTERSTATE CAPITAL MANAGEMENT, INC. -
INVESTMENT ADVISOR
("FICM" OR THE "ADVISOR")
FURMAN SELZ INCORPORATED - ADMINISTRATOR AND SPONSOR
("FURMAN SELZ" OR THE "SPONSOR")
PACIFICA FUNDS DISTRIBUTOR INC. - DISTRIBUTOR
("PFD INC." OR THE "DISTRIBUTOR")
Pacifica Funds Trust (the "Trust") is an open-end investment company
(a mutual fund) that offers a selection of separate investment portfolios.
This Prospectus describes the Service Shares of the following portfolio (the
"Fund"):
- Pacifica 100% U.S. Treasury Money Market Fund
This Prospectus sets forth concisely the information a prospective
investor should know before investing in the Fund and should be read and
retained for information about the Fund. A Statement of Additional Information
(the "SAI"), dated February __, 1996 (which may be revised from time to time),
containing additional and more detailed information about the Fund, has been
filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Fund at the address or
information number printed above.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY FIRST INTERSTATE OR OTHER BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1996
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
FEE TABLE - SERVICE SHARES . . . . . . . . . . . . . . . . . . . . . . . 5
THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INVESTMENT POLICIES AND PRACTICES OF THE FUND . . . . . . . . . . . . . . 7
RISKS OF INVESTING IN THE FUND . . . . . . . . . . . . . . . . . . . . . 7
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . 8
FUND SHARE VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PURCHASE AND REDEMPTION OF SERVICE SHARES . . . . . . . . . . . . . . . . 11
EXCHANGE OF SERVICE SHARES . . . . . . . . . . . . . . . . . . . . . . . 13
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX . . . . . . . . . . . . . 14
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES . . . . . . . . . . . 15
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 16
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
- 2 -
<PAGE> 6
HIGHLIGHTS
INVESTMENT OBJECTIVES AND POLICIES OF THE FUND
The investment objective of the 100% U.S. Treasury Securities Money
Market Fund is to seek as high a level of current income as is consistent with
liquidity and maximum safety of principal. The Fund pursues this objective by
investing exclusively in obligations of the U.S. Treasury which are backed by
the full faith and credit of the U.S. Government as to payment of principal and
interest and which have remaining maturities not exceeding 397 days.
For additional information concerning the investment policies,
practices and risk considerations of the Fund, see "The Fund," "Investment
Policies and Practices of the Fund" and "Risks of Investing in the Fund" in
this Prospectus.
RISKS OF INVESTING IN THE FUND
The Fund attempts to maintain the value of its shares at a constant
$1.00 per share, although there can be no assurance that the Fund will always
be able to do so. The Fund may not achieve as high a level of current income
as other funds that do not limit their investments to the high quality U.S.
Treasury securities in which the Fund invests. The Fund's performance will
fluctuate based on many factors, including the quality of the instruments in
the Fund's investment portfolio, national and international economic
conditions, interest rate levels and general market conditions.
There is no assurance that the Fund will achieve its investment
objective.
MANAGEMENT OF THE FUND
First Interstate Capital Management, Inc. acts as investment advisor
to the Fund. For its services, the Advisor is entitled to receive a fee from
the Fund at an annual rate based on the Fund's average daily net assets. See
"Fee Table -- Service Shares" and "Management of the Fund" in this Prospectus.
Furman Selz acts as administrator and sponsor to the Fund. Furman
Selz provides certain management and administrative services to the Fund, and
is entitled to receive a fee from the Fund at an annual rate based on the
Fund's average daily net assets. PFD Inc. distributes the Fund's shares.
Fees and expenses charged to the Fund are outlined on page __ of this
Prospectus.
- 3 -
<PAGE> 7
GUIDE TO INVESTING IN THE PACIFICA FAMILY OF FUNDS
Purchase orders for the Fund received in proper order by 4:15 p.m.,
Eastern time, will become effective that day.
Service Shares of the Fund are purchased at net asset value without a
sales charge.
All dividends and distributions will be automatically reinvested at
net asset value in additional Service Shares of the Fund unless cash payment is
requested.
- Distributions for the Fund are paid monthly.
For additional information on how to purchase and redeem Service
Shares of the Fund, see "Purchase and Redemption of Service Shares" and
"Exchange of Service Shares."
- 4 -
<PAGE> 8
FUND EXPENSES
The following table lists the costs and expenses that an investor will
incur either directly or indirectly as a Service shareholder of the Fund. The
information is based on estimated amounts for the initial fiscal year of the
Fund.
FEE TABLE - SERVICE SHARES
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).......................... None
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering price)................ None
Deferred Sales Load (as a percentage of
redemption proceeds)......................................... None
Redemption Fees................................................. None
Exchange Fee.................................................... None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers)*................................ ____%
Other Expenses (after waivers)**................................ ____
TOTAL FUND OPERATING EXPENSES:
(after waivers)***.............................................. . %
=====
</TABLE>
- ------------------------
* Management Fees (before waivers) would be .30%.
** Other Expenses (before waivers) would be ____% and are estimated.
*** Total Fund Operating Expenses (before waivers) would be ____%.
The purpose of this table is to assist shareholders in understanding
the various costs and expenses that an investor in the Fund's Service Shares
will bear. The table does not reflect any charges that may be imposed by a
First Interstate Bank or other institutions directly on their customer accounts
in connection with investments in the Fund.
- 5 -
<PAGE> 9
EXAMPLE:*
<TABLE>
<CAPTION>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% gross annual return and (2) redemption at
the end of each time period: 1 year 3 years
------ -------
<S> <C>
$ $
</TABLE>
- ------------------------
* THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5%
ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE
GREATER OR LESS THAN THE ASSUMED AMOUNT.
- 6 -
<PAGE> 10
THE FUND
The Fund is a portfolio of a Massachusetts business trust, Pacifica
Funds Trust, organized under the laws of the Commonwealth of Massachusetts as
an open-end, management investment company. The Trust's Board of Trustees
oversees the overall management of the Fund and elects the officers of the
Fund.
INVESTMENT POLICIES AND PRACTICES OF THE FUND
The investment objective of the Fund is to provide investors with as
high a level of current income as is consistent with liquidity and maximum
safety of principal. The SAI contains the specific investment restrictions
which govern the Fund's investments. Those restrictions and the Fund's
investment objectives are fundamental policies, which means that they may not
be changed without a majority vote of shareholders of the Fund. Except for the
objectives and those restrictions specifically identified as fundamental all
other investment policies and practices described in this Prospectus and in the
SAI are not fundamental, which means that the Board of Trustees may change them
without shareholder approval. The Advisor selects investments and makes
investment decisions based on the investment objective and policies of the
Fund.
The Advisor selects only those U.S. dollar-denominated debt
instruments for the Fund which meet the high quality, credit risk standards
established by the Fund's Board of Trustees. The Fund will not maintain a
dollar-weighted average portfolio maturity that exceeds 90 days nor purchase
any instrument with a remaining maturity of greater than 397 calendar days.
The Fund restricts its investment to U.S. Treasury securities.
Securities issued by the U.S. Treasury have historically involved little risk
of loss of principal if held to maturity. It should be noted that neither the
United States Government, nor any agency or instrumentality thereof, has
guaranteed, sponsored or approved the Fund or its shares. Generally,
securities in which the Fund invests will not earn as high a yield as
securities of longer maturity and/or of lesser quality which are more subject
to market volatility.
The types of securities and investment practices used by the Fund are
described in greater detail under the section "Description of Securities and
Investment Practices" on pages _______ of this Prospectus.
RISKS OF INVESTING IN THE FUND
The Fund attempts to maintain the value of its shares at a constant
$1.00 per share, although there can be no assurance that the Fund will always
be able to do so. The Fund's performance will fluctuate based on many factors,
including the quality of the instruments
- 7 -
<PAGE> 11
in the Fund's investment portfolio, national and international economic
conditions, interest rate levels and general market conditions.
MANAGEMENT OF THE FUND
The business and affairs of the Fund are managed under the direction
of the Board of Trustees. The Trustees are Dennis W. Draper, Joseph N. Hankin,
John E. Heilmann, Jack D. Henderson and Richard A. Wedemeyer. Information
about the Trustees, as well as the Fund's executive officers, may be found in
the SAI under the heading "Management Trustees and Officers."
THE ADVISOR: FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
First Interstate Capital Management, Inc., 7501 E. McCormick Parkway,
Scottsdale, Arizona 85258, serves as investment advisor to the Trust. FICM
manages the investment and reinvestment of the assets of the Fund and
continuously reviews, supervises and administers the Fund's investments. The
Advisor is responsible for placing orders for the purchase and sale of the
Fund's investments directly with brokers and dealers selected by it in its
discretion.
FICM is a wholly-owned subsidiary of First Interstate Bank of
California, which is the largest banking subsidiary of First Interstate
Bancorp, a multi-bank holding company. First Interstate Bancorp provides
financial products and services marketed at the local level to nearly five
million households in over 500 communities in 13 western states.
For the advisory services it provides to the Fund, FICM is entitled to
receive from the Fund fees, payable monthly, at the annual rate of 0.30% of the
first $500 million of the Fund's average daily net assets, 0.25% of the next
$500 million of the Fund's average daily net assets, and 0.20% of the Fund's
average daily net assets in excess of $1 billion.
THE SPONSOR AND DISTRIBUTOR
Furman Selz Incorporated, 230 Park Avenue, New York, New York 10169,
acts as Sponsor of the Fund. Furman Selz is primarily an institutional
brokerage firm with memberships on the New York, American, Boston, Midwest,
Pacific and Philadelphia Stock Exchanges. Furman Selz also serves as
administrator and distributor of other mutual funds. Pacifica Funds
Distributor Inc. is an affiliate of Furman Selz and was organized specifically
to distribute shares of the Trust. However, offers and sales of shares of the
Trust will be made only through Furman Selz or other registered (or exempt)
dealers.
PFD Inc. may from time to time pay a bonus or other incentive to
dealers which employ registered representatives who sell a minimum dollar
amount of Service Shares of
- 8 -
<PAGE> 12
the Fund and/or other funds distributed by Furman Selz or PFD Inc. during a
specific period of time. Such bonus or other incentive will take the form of
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and members of their
families to places within or outside the United States, or other bonuses, such
as gift certificates or the cash equivalent of such bonuses. PFD Inc. has
established such a special promotional incentive program with First Interstate
Securities, Inc.
ADMINISTRATIVE SERVICES
The Fund has also entered into an Administrative Services Contract
with Furman Selz pursuant to which Furman Selz provides certain management and
administrative services necessary for the Fund's operations including: (i)
general supervision of the operation of the Fund including coordination of the
services performed by the Fund's investment advisor, transfer agent, custodian,
independent accountants and legal counsel, regulatory compliance, including the
compilation of information for documents such as reports to, and filings with,
the SEC and state securities commissions, and preparation of proxy statements
and shareholder reports for the Fund; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports
distributed to the Fund's Officers and Board of Trustees; and (iii) furnishing
office space and certain facilities required for conducting the business of the
Fund. For these services, Furman Selz is entitled to receive a fee, payable
monthly, at the annual rate of 0.15% of the average daily net assets of the
Fund. Pursuant to a Services Agreement with the Trust, Furman Selz assists the
Trust with certain transfer and dividend disbursing agent functions and
receives a fee of $15.00 per account per year plus out-of-pocket expenses.
Pursuant to a Fund Accounting Agreement with the Trust, Furman Selz assists the
Trust in calculating net asset values and provides certain other accounting
services for the Fund for an annual fee of $30,000 plus out-of-pocket expenses.
SERVICE ORGANIZATIONS
The Fund has entered into Servicing Agreements with certain banks and
other institutions that are record shareholders of the Fund's Service Shares
("Service Organizations"). The Service Organizations render support services
to their customers ("Customers"), who are the beneficial owners of Service
Shares, in consideration of the Fund's payment (on an annualized basis) of up
to 0.25% of the average daily net asset value of the Service Shares held by the
Service Organizations for the benefit of their Customers. From time to time,
the Service Organizations may waive all or a portion of their fees with respect
to Service Shares of the Fund. Such services, which are described more fully
in the SAI, include aggregating and processing purchase and redemption requests
for Fund shares from Customers and placing net purchase and redemption orders
with the Distributor, processing dividend payments from the Fund on behalf of
Customers, providing information periodically to Customers showing their
positions in Fund shares, and providing sub-
- 9 -
<PAGE> 13
accounting with respect to Fund shares beneficially owned by Customers or the
information necessary for sub-accounting.
The Glass-Steagall Act and other applicable laws provide that, among
other things, banks may not engage in the business of underwriting, selling or
distributing securities. There is currently no precedent prohibiting banks
from performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, could prevent a bank Service Organization from
continuing to perform all or a part of its servicing activities. If a bank
were prohibited from so acting, its shareholder clients would be permitted to
remain shareholders of the Funds and alternative means for continuing the
servicing of such shareholders would be sought. It is not expected that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
OTHER EXPENSES
The Fund bears all costs of its operations other than expenses
specifically assumed by Furman Selz, PFD Inc. or the Advisor. The costs borne
by the Fund include legal and accounting expenses; Trustees' fees and expenses;
insurance premiums; custodian and transfer agent fees and expenses; expenses
incurred in acquiring or disposing of the Fund's portfolio securities; expenses
of registering and qualifying the Fund's shares for sale with the SEC and with
various state securities commissions; expenses of obtaining quotations on the
Fund's portfolio securities and pricing of the Fund's shares; expenses of
maintaining the Fund's legal existence and of shareholders' meetings; and
expenses of preparation and distribution to existing shareholders of reports,
proxies and prospectuses. The Fund bears its own expenses associated with its
establishment as a series of the Trust; these expenses are amortized over a
five-year period from the commencement of a Fund's operations. See
"Management" in the SAI for additional information on expenses borne by the
Fund. Trust expenses directly attributable to the Fund are charged to the
Fund, and expenses attributable to a particular class of shares of a Fund (such
as Service Organization fees) are charged to that class. Other expenses are
allocated proportionately among all of the investment portfolios in the Trust
in relation to the net assets of each portfolio or by other means deemed fair
and equitable by the Board of Trustees.
PORTFOLIO TRANSACTIONS
Pursuant to the Investment Advisory Contract, the Advisor places
orders for the purchase and sale of portfolio investments for the Fund's
account with brokers or dealers selected by it in its discretion.
- 10 -
<PAGE> 14
In effecting purchases and sales of portfolio securities for the
account of the Fund, the Advisor will seek the best execution of the Fund's
orders. Purchases and sales of debt securities are generally placed by the
Advisor with primary market makers for these securities on a net basis, i.e.,
without any brokerage commission being paid by the Fund. Trading does,
however, involve transaction costs. Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices.
Purchases of underwritten issues may be made which will include an underwriting
fee paid to the underwriter. Broker-dealers are selected on the basis of a
variety of factors such as reputation, capital strength, size and difficulty of
the order, sale of Fund shares by the broker-dealer, and research provided to
the Advisor by the broker-dealer. The Advisor may cause a Fund to pay
commissions higher than another broker-dealer would have charged if the Advisor
believes the commission paid is reasonable in relation to the value of the
brokerage and research services received by the Advisor.
FUND SHARE VALUATION
The net asset value of each class of shares of the Fund is calculated
at 4:15 p.m. (Eastern time), Monday through Friday, on each day the New York
Stock Exchange is open for trading (a "Business Day"), which excludes the
following business holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The net asset value per share for each class of shares is computed by dividing
the value of the Fund's assets allocable to a particular class, less the
liabilities charged to that class by the total number of the outstanding shares
of that class. All expenses, including fees paid to the Advisor, Furman Selz
and PFD Inc., are accrued daily and taken into account for the purpose of
determining the net asset value.
The Fund uses the amortized cost method to value its portfolio
securities and seeks to maintain a constant net asset value of $1.00 per share,
although there may be circumstances under which this goal cannot be achieved.
The amortized cost method involves valuing a security at its cost and
amortizing any discount or premium over the period until maturity, regardless
of the impact of fluctuating interest rates on the market value of the
security. See the SAI for a more complete description of the amortized cost
method.
PURCHASE AND REDEMPTION OF SERVICE SHARES
Service Shares of the Fund are sold to Customers of affiliate,
franchise or correspondent banks of First Interstate Bancorp and other selected
institutions (the "Banks"). Clients of a Bank's trust division, as well as
individuals, corporations, partnerships and other businesses which maintain
qualified accounts at a Bank (including Individual Retirement and Keogh Plan
accounts) may invest in the Funds. Investors purchasing Fund shares may
include officers, directors,or employees of a Bank.
- 11 -
<PAGE> 15
All Service Share purchases are effected through Customers' accounts
at their Banks. Differing types of Bank accounts may from time to time
purchase Service Shares, including discretionary and non-discretionary personal
and other trust accounts, managing agency accounts and custodian accounts. The
Fund has no minimum investment requirement, although the Banks may impose
account minimums in connection with investments in the Fund.
Service Shares are purchased through procedures established in
connection with the requirements of such Bank accounts. These procedures may
include instructions under which a Customer's account is "swept" automatically,
usually not less frequently than weekly, and amounts (federal funds) in excess
of a minimum balance agreed to by the Bank and the Customer are invested in
Service Shares of the Fund as directed by the Customer. The Fund expects that
Banks will transmit orders for the purchase of Service Shares arising from
automatic investment programs the same day as the "excess" balances are swept.
Depending upon the terms of the particular account, a Bank may charge a
Customer's account fees for the automatic sweep and other cash management
services provided, including, for example, account maintenance fees,
compensating balance requirements, or fees based upon account transactions,
assets, or income. Banks are responsible for providing information concerning
these services and any Bank charges to their Customers prior to any purchase of
Service Shares, and an investor should read this Prospectus in light of the
terms of the investor's Bank account before investing.
Service Shares normally will be registered in the name of a Bank or a
nominee of a Bank. The Bank will receive a written statement at least monthly
of each purchase or redemption of shares. Beneficial ownership of Service
Shares will be recorded by the Banks and reflected in the account statements
provided by such Banks to their Customers at such times as the Banks may
determine.
It is the responsibility of the Banks to transmit orders for purchases
of Service Shares by their Customers and for the Banks to deliver required
funds on a timely basis. The Fund's Service Shares are sold on a continuous
basis, without a sales charge imposed by the Fund, at the per share net asset
value next determined after federal funds (which are held on deposit at a
Federal Reserve Bank) are received by the Fund.
The net asset value of the Service Shares of the Fund is computed by
dividing the value of the Fund's assets allocated to its Service Shares, less
the liabilities charged to that class, by the total number of outstanding
shares of that class. The Fund uses the amortized cost methods of valuing its
securities. This method of valuation assumes a steady rate of payment from the
date of purchase until maturity instead of actual changes in market value.
- 12 -
<PAGE> 16
A Customer may redeem all or part of the value of the Customer's
Service Shares in accordance with instructions and limitations pertaining to
the account at the Customer's Bank. Consult your Bank for the appropriate
procedures to be followed.
All redemption requests properly received by the Fund from a Bank
prior to 4:15 p.m. (Eastern time), on a day the Fund is open for business, are
effected at the next determined net asset value calculated that day. If the
redemption request is received at or after 4:15 p.m. (Eastern time), Service
Shares will be redeemed at their next determined net asset value the next
business day. It is the responsibility of Banks to transmit redemption orders
on a timely basis in accordance with their agreements with Customers.
The Fund ordinarily will transmit payment for all Service Shares
redeemed within two business days after receipt of a redemption request in
proper form, but in any event payment will be made within seven days
thereafter, except as provided by the rules of the SEC. During the period
prior to the time the redemption request is executed, dividends on such Service
Shares will accrue and be payable as described under "Dividends, Distributions
and Federal Income Taxes," and investors will be entitled to exercise all other
beneficial rights of ownership.
If an investor has agreed with a particular Bank to maintain a minimum
balance in an account, and the balance in the account falls below that minimum,
the investor may be obliged to redeem all of the investor's Service Class
shares in the Fund.
EXCHANGE OF SERVICE SHARES
The Fund's Service Shares may be exchanged without cost for Service
Shares of the other Funds distributed by PFD Inc. Exchange requests may be
made by a Customer to the Customer's Bank in accordance with the procedures or
instructions specified by the Bank. Consult your Bank for the proper procedure
to be followed. Banks will be responsible for transmitting the exchange
requests from their Customers to the Fund. Exchanges will be made by the Fund
following the receipt of an exchange request from a Bank.
An exchange involves a redemption of all or a portion of the Service
Shares in one Fund and the investment of the redemption proceeds in Service
Shares of the other Fund. The redemption will be made at the per share net
asset value of the Service Shares to be redeemed next determined after the
exchange request is received and accepted by the Fund. The Service Shares of
the Fund to be acquired will be purchased at the net asset value of those
shares next determined after acceptance of the purchase order in accordance
with the Fund's customary policy for accepting investments.
- 13 -
<PAGE> 17
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX
The Fund intends to qualify annually and to elect to be treated as a
regulated investment company pursuant to the provisions of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). By so qualifying and
electing, the Fund generally will not be subject to Federal income tax to the
extent that it distributes investment company taxable income and net capital
gains in the manner required under the Code.
The Fund intends to distribute to its shareholders substantially all
of its investment company taxable income (which includes, among other items,
dividends and interest and the excess, if any, of net short-term capital gains
over net long-term capital losses). The Fund will declare distributions of
investment company income daily and pay those dividends monthly. The Fund
intends to distribute, at least annually, substantially all net capital gain
(the excess of net long-term capital gains over net short-term capital losses),
if any. In determining amounts of capital gains to be distributed, any capital
loss carryovers from prior years will first be applied against capital gains.
Distributions will be paid in additional shares of the Fund based on
the net asset value at the close of business on the payment date of the
distribution, unless the shareholder elects in writing, which is received by
Furman Selz not less than five full business days prior to the record date, to
receive such distributions in cash. Dividends declared in, and attributable
to, the preceding month will be paid within five business days after the end of
each month.
Shares purchased will begin earning dividends on the day the purchase
order is executed and shares redeemed will earn dividends through the previous
day. Net investment income for a Saturday, Sunday or a holiday will be
declared as a dividend on the previous business day. Investors who redeem all
or a portion of Fund shares prior to a dividend payment date will be entitled
on the next dividend payment date to all dividends declared but unpaid on those
shares at the time of their redemption.
Distributions of investment company taxable income (regardless of
whether derived from dividends, interest or net short-term capital gains) will
be taxable to shareholders as ordinary income. Distributions of net long-term
capital gains designated by the Fund as capital gain dividends will be taxable
as long-term capital gains, regardless of how long a shareholder has held his
Fund shares. Distributions are taxable in the same manner whether received in
additional shares or in cash.
Earnings of the Fund not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4%
excise tax. To prevent imposition of this tax, the Fund intends to comply with
this distribution requirement.
- 14 -
<PAGE> 18
A distribution will be treated as paid on December 31 of a calendar
year if it is declared by the Fund during October, November, or December of
that year to shareholders of record in such a month and paid by the Fund during
January of the following calendar year. Such distributions will be treated as
received by shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are
received.
The dividends paid by the Fund are not expected to qualify for the
dividends-received deduction available to corporations.
The Fund may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where the Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Most corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. Federal income tax liability.
Shareholders will be notified annually by the Trust as to the Federal
tax status of distributions made by the Fund. Depending on the residence of
the shareholder for tax purposes, distributions also may be subject to state
and local taxes, including withholding taxes. Foreign shareholders may, for
example, be subject to special withholding requirements. Special tax
treatment, including a penalty on certain pre-retirement distributions, is
accorded to accounts maintained as IRAs. Shareholders should consult their own
tax advisors as to the Federal, state and local tax consequences of ownership
of shares of the Fund in their particular circumstances.
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES
U.S. Treasury Obligations. U.S. Treasury securities are obligations
issued by the U.S. Treasury. U.S. Treasury bills, which have a maturity of up
to one year, are direct obligations of the United States and are the most
frequently issued marketable U.S. Government security. The U.S. Treasury also
issues securities with longer maturities in the form of notes and bonds.
Stripped Obligations. The Fund may invest in U.S. Treasury
obligations offered under the STRIPS or CUBES programs. Such obligations may
represent future interest or principal payments. These stripped securities are
direct obligations of the U.S. Government and clear through the Federal Reserve
book-entry system. Stripped securities are issued at a discount to their face
value and may exhibit greater price volatility than ordinary debt
- 15 -
<PAGE> 19
securities because of the manner in which their principal and interest are
returned to investors.
Securities Issued by Other Investment Companies. The Fund may invest
in securities issued by other investment companies within the limits prescribed
by the 1940 Act. The Fund currently intends to limit its investments so that,
as determined immediately after a securities purchase is made: (a) not more
than 5% of the value of its total assets will be invested in the securities of
any one investment company; (b) not more than 10% of the value of its total
assets will be invested in the aggregate in securities of investment companies
as a group; (c) not more than 3% of the outstanding voting stock of any one
investment company will be owned by the Fund; and (d) not more than 10% of the
outstanding voting stock of any one investment company will be owned in the
aggregate by the Fund and other investment companies advised by the Advisor or
any other affiliate of First Interstate Bancorp. As a shareholder of another
investment company, the Fund would bear, along with other shareholders, its pro
rata portion of the expenses of such other investment company, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that each Fund bears directly in connection with its own operations,
and may represent a duplication of fees to shareholders of the Fund. The Fund
may only invest in investment companies which restrict their portfolio
investments solely to the same investment instruments that are permissible
investments for the Fund.
INVESTMENT RESTRICTIONS
The Fund has adopted certain fundamental investment restrictions that
may be changed only with the approval of a majority of the Fund's outstanding
shares. The following description summarizes several of the Fund's fundamental
restrictions, which are set forth in full in the SAI.
The Fund may not:
1. Purchase securities (except U.S. Government securities and
repurchase agreements collateralized by such securities) if more
than 5% of its total assets at the time of purchase will be
invested in securities of any one issuer, except that up to 25% of
the Fund's total assets may be invested without regard to this 5%
limitation.
2. Subject to the foregoing 25% exception, purchase more than 10% of
the outstanding voting securities of any issuer.
3. Invest 25% or more of its total assets at the time of purchase in
securities of issuers whose principal business activities are in
the same industry.
- 16 -
<PAGE> 20
4. Borrow money except in amounts up to 10% of the value of its total
assets at the time of borrowing.
If a percentage restriction on the investment or use of assets set forth in
this Prospectus is adhered to at the time a transaction is effected, later
changes in percentage resulting from changing values will not be considered a
violation, however, the Fund will not at any time have more than 10% of its
respective net assets invested in illiquid securities.
OTHER INFORMATION
CAPITALIZATION
Pacifica Funds Trust (formerly Fund Source) was organized as a
Massachusetts business trust on July 17, 1994. The capitalization of the Trust
consists solely of an unlimited number of shares of beneficial interest with a
par value of $0.001 each. When issued, shares of the Fund are fully paid,
non-assessable and freely transferable.
The Board of Trustees has authorized the issuance of three classes of
shares in the Fund -- Institutional Shares, Investor Shares and Service Shares.
Each share of the Fund represents an equal proportionate interest in the Fund
with other shares of the same class and is entitled to cash dividends and
distributions earned on such shares as are declared in the discretion of the
Board of Trustees.
The Fund's Institutional Shares, Investor Shares and Service Shares bear
their pro rata portion of all operating expenses paid by the Fund except for
the distribution payments, Service Organization fees and other "class" expenses
that are allocated to a particular share class. The Board of Trustees has
approved a Distribution Plan with respect to Investor Shares of the Fund under
which the Trust may pay the Distributor in connection with the distribution of
Investor Shares at a rate or rates set from time to time by the Board of
Trustees, provided that no rate may exceed the annual rate of 0.50% of the
average daily net asset value of Investor Shares of the Fund. In addition, the
Fund may pay fees to Service Organizations in amounts up to an annual rate of
0.25% of the daily net asset value of the Fund's outstanding Investor Shares
and Service Shares owned by shareholders with whom a Service Organization has a
servicing relationship. Because of the "class expenses", the performance of
the Fund's Investor Shares is expected to be lower than the performance of its
Institutional Shares and Service Shares. The Trust offers various services and
privileges in connection with its Investor Shares that are not offered in
connection with its Institutional Shares and Service Shares, including an
automatic investment plan, automatic withdrawal plan and, certain checkwriting
privileges. For information regarding the Fund's Investor Shares and
Institutional Shares, contact Furman Selz at 1-800-662-8417 or your Service
Organization.
- 17 -
<PAGE> 21
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust. The Declaration of Trust also
provides for indemnification out of the property of a Fund of any shareholder
held personally liable solely by reason of being or having been a shareholder
of the Fund. The risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a Fund itself would
be unable to meet its obligations and should be considered remote.
VOTING
Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Declaration of
Trust, they may be entitled to vote. The Trust is not required to hold regular
annual meetings of the Fund's shareholders, but in the event that a special
meeting is held, shareholders of each portfolio offered by the Trust will be
entitled to one vote for each full share held and fractional votes for
fractional shares held, and will vote in the aggregate and not on a
portfolio-by-portfolio basis, except as required by the 1940 Act or other
applicable law. It is contemplated that, as required by the 1940 Act, the
shareholders of a portfolio will vote separately on a portfolio-by-portfolio
basis on matters relating to a particular portfolio's investment advisory
agreement or changes in a portfolio's fundamental investment limitations, and
on other matters where the interests of the respective portfolios are not
substantially identical. Similarly, shareholders of each portfolio will vote
in the aggregate and not by class unless the Trustees determine that the matter
to be voted on affects only the interests of the holders of a particular class
of a Fund's shares. Voting rights are not cumulative.
The Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the Trust may remove a person serving
as Trustee either by declaration in writing or at a meeting called for such
purpose. The Trustees are required to call a meeting for the purpose of
considering the removal of a person serving as Trustee if requested in writing
to do so by the holders of not less than 10% of the outstanding shares of the
Trust and in connection with such meeting to comply with the shareholders'
communications provisions of Section 16 (c) of the 1940 Act.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of
a majority of the outstanding shares" of the Fund means, with respect to the
approval of an investment advisory agreement, a distribution plan or a change
in a fundamental investment policy, the vote of the lesser of (1) 67% of the
shares of the Fund present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50% of
the outstanding shares of the Fund. For purposes of the 1940 Act, any person
- 18 -
<PAGE> 22
who owns either directly or through one or more controlled companies more than
25 percent of the voting securities of a company is presumed to "control" such
company. Under this definition, First Interstate Bancorp and its affiliates
may be deemed to be controlling persons of the Trust.
PERFORMANCE INFORMATION
The Fund may, from time to time, include yield data in advertisements or
reports to shareholders or prospective investors. The methods used to
calculate the yields of the Fund are mandated by the SEC.
Quotations of "yield" for the Fund will be based on the income received by
a hypothetical investment (less a pro-rata share of Fund expenses) over a
particular seven-day period, which is then "annualized" (i.e., assuming that
the seven-day yield would be received for 52 weeks, stated in terms of an
annual percentage return on the investment).
"Effective yield" for the Fund is calculated in a manner similar to that
used to calculate yield, but includes the compounding effect of earnings on
reinvested dividends.
Quotations of yield reflect only the performance of the Fund during the
particular period on which the calculations are based. Yield and effective
yield for the Fund will vary based on changes in market conditions, the level
of interest rates and the level of the expenses of the Fund and no reported
performance figure should be considered an indication of performance which may
be expected in the future.
For purposes of comparison, the Fund may, from time to time, quote
performance information from IBC/Donoghue's MONEY FUND REPORT of Holliston,
Massachusetts 01746. IBC/Donoghue's MONEY MARKET AVERAGE is a widely
recognized index of money market fund performance. Figures reflect average
yields of all taxable money funds included in IBC/Donoghue's index.
IBC/Donoghue's 100% U.S. TREASURY MONEY FUND AVERAGE is a component of this
average and reflects average yields of all taxable U.S. Treasury money funds.
Any performance information should be considered in light of the Fund's
investment objective and policies, characteristics and quality of the Fund and
the market conditions during the time period indicated, and should not be
considered to be representative of what may be achieved in the future. For a
description of the methods used to determine yield for the Fund, see "Other
Information -- Performance Information" in the SAI.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to the Fund at 237 Park
Avenue, Suite 910, New York, New York 10017.
- 19 -
<PAGE> 23
General and Account Information: (800) 662-8417.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
FUND OR BY ITS DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED,
ENDORSED OR OTHERWISE SUPPORTED BY FIRST INTERSTATE BANCORP OR ITS AFFILIATES,
AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
AN INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
- 20 -
<PAGE> 24
INVESTMENT ADVISOR
First Interstate Capital Management, Inc.
7501 East McCormick Parkway
Scottsdale, Arizona 85258
ADMINISTRATOR
Furman Selz Incorporated
230 Park Avenue
New York, New York 10169
DISTRIBUTOR
Pacifica Funds Distributor Inc.
230 Park Avenue
New York, New York 10169
CUSTODIAN
First Interstate Bank of California
707 Wilshire Boulevard
Los Angeles, California 90017
INDEPENDENT AUDITORS
Ernst & Young LLP
787 Seventh Avenue
New York, New York 10019
<PAGE> 25
PACIFICA FUNDS TRUST
Pacifica 100% U.S. Treasury Money Market Fund
(Service Shares)
237 Park Avenue
New York, New York 10017
General and Account Information: (800) 662-8417
-----------------------------------------------------------------
First Interstate Capital Management, Inc.--Investment Advisor
("FICM" or the "Advisor")
Furman Selz Incorporated--Administrator and Sponsor
("Furman Selz" or the "Sponsor")
Pacifica Funds Distributor Inc.--Distributor
("PFD Inc." or the Distributor")
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information ("SAI") describes the
Service Shares of Pacifica 100% U.S. Treasury Money Market Fund (the "Fund")
which is managed by First Interstate Capital Management, Inc.
This SAI is not a prospectus and is only authorized for
distribution when preceded or accompanied by the prospectus for the Fund dated
February __, 1996, as may be revised from time to time (the "Prospectus").
This SAI contains additional and more detailed information than that set forth
in the Prospectus and should be read in conjunction with the Prospectus. The
Prospectus may be obtained without charge by writing or calling the Fund at the
address or information number printed above. Capitalized terms not otherwise
defined herein have the same meaning as in the Prospectus.
Shares of the Trust are not deposits or obligations of, or
guaranteed or endorsed by, any First Interstate or other bank, and are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other agency. Mutual fund shares involve certain investment
risks, including the possible loss of principal.
February __, 1996.
<PAGE> 26
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INVESTMENT POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
U.S. Treasury Securities . . . . . . . . . . . . . . . . . . . . . 1
Stripped Treasury Securities . . . . . . . . . . . . . . . . . . . 1
Investment Company Securities . . . . . . . . . . . . . . . . . . 2
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 2
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . 5
Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Distribution of Fund Shares . . . . . . . . . . . . . . . . . . . 8
Administrative Services . . . . . . . . . . . . . . . . . . . . . 9
Service Organizations . . . . . . . . . . . . . . . . . . . . . . 9
EXPENSES AND EXPENSE LIMITS . . . . . . . . . . . . . . . . . . . . . . . . 10
DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . 11
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . 12
PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Custodian, Transfer Agent and Dividend Disbursing Agent . . . . . 19
Performance Information . . . . . . . . . . . . . . . . . . . . . 20
Independent Accountants . . . . . . . . . . . . . . . . . . . . . 21
Registration Statement . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>
- i -
<PAGE> 27
GENERAL
Pacifica Funds Trust (the "Trust") is an open-end management
investment company currently offering shares in a series of separately managed
investment portfolios. The Trust was organized on July 17, 1984 under the name
Fund Source. The Trust changed its name to "Pacifica Funds Trust" on February
9, 1993.
INVESTMENT POLICIES
The Prospectus discusses the investment objective of the Fund
and the policies to be employed to achieve its objective. This section
contains supplemental information concerning certain types of securities and
other instruments in which the Fund may invest, the investment policies and
portfolio strategies that the Fund may utilize, and certain risks attendant to
such investments, policies and strategies.
U.S. Treasury Securities. The Fund invests exclusively in
obligations of the U.S. Treasury which are backed by the full faith and credit
of the U.S. Government as to payment of principal and interest and which have
remaining maturities not exceeding 397 days. U.S. Treasury securities are
obligations issued by the U.S. Treasury. U.S. Treasury bills, which have a
maturity of up to one year, are direct obligations of the United States. The
U.S. Treasury also issues securities in the form of notes and bonds.
Stripped Treasury Securities. The Fund may invest in certain
U.S. Government Obligations referred to as "Stripped Treasury Securities."
Stripped Treasury Securities are U.S. Treasury securities that have been
stripped of their unmatured interest coupons (which typically provide for
interest payments semi-annually), interest coupons that have been stripped from
such U.S. Treasury securities, and receipts and certificates for such stripped
debt obligations and stripped coupons. Stripped bonds and stripped coupons are
sold at a deep discount because the buyer of those securities receives only the
right to receive a future fixed payment on the security and does not receive
any rights to periodic interest payments on the security.
Stripped Treasury Securities will include coupons that have been
stripped from U.S. Treasury bonds, which may be held through the Federal
Reserve Bank's book-entry system called "Separate Trading of Registered
Interest and Principal of Securities" ("STRIPS") or through a program entitled
"Coupon Under Book-Entry Safekeeping" ("CUBES").
- 1 -
<PAGE> 28
The U.S. Government does not issue Stripped Treasury Securities
directly. The STRIPS program, which is ongoing, is designed to facilitate the
secondary market in the stripping of selected U.S. Treasury notes and bonds
into separate interest and principal components. Under the program, the U.S.
Treasury continues to sell its notes and bonds through its customary auction
process. A purchaser of those specified notes and bonds who has access to a
book-entry account at a Federal Reserve bank, however, may separate the
Treasury notes and bonds into interest and principal components. The selected
Treasury securities thereafter may be maintained in the book-entry system
operated by the Federal Reserve in a manner that permits the separate trading
and ownership of the interest and principal payments.
CUBES, like STRIPS, are direct obligations of the U.S. Government.
CUBES are coupons that have previously been physically stripped from U.S.
Treasury notes and bonds, but which were deposited with the Federal Reserve
Bank's book-entry system and are now carried and transferable in book-entry
form only. Only stripped U.S. Treasury coupons maturing on or after January
15, 1988, that were stripped prior to January 5, 1987, were eligible for
conversion to book-entry form under the CUBES program.
Investment Company Securities. The Fund may invest in
securities issued by other investment companies. The Fund may only invest in
investment companies which restrict their portfolio investments solely to the
same investment instruments that are permissible investments for the Fund. The
Fund will limit its investments in securities issued by other investment
companies so that, as determined immediately after a purchase of such
securities is made: (i) not more than 5% of the value of the Fund's total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of the value of its total assets will be invested in the
aggregate in securities of investment companies as a group; and (iii) not more
than 3% of the outstanding voting stock of any one investment company will be
owned by the Fund or by the Trust as a whole. It is the Fund's policy not to
invest in securities issued by other investment companies which pay asset-based
fees to the Advisor, the Distributor or their affiliates.
INVESTMENT RESTRICTIONS
The Fund is subject to the investment limitations enumerated
below which may be changed only by a vote of a majority of the holders of the
Fund's outstanding shares (as defined under "Other Information -- Voting
Rights" below).
- 2 -
<PAGE> 29
The Fund may not:
1. Invest more than 10% of the aggregate value of its
total assets in investments which are illiquid, or not readily marketable;
2. Borrow money or pledge or mortgage its assets, except
that the Fund may borrow from banks up to 10% of the current value of its total
net assets for temporary or emergency purposes and those borrowings may be
secured by the pledge of not more than 15% of the current value of its total
net assets (but investments may not be purchased by the Fund while any such
borrowings exist);
3. Make loans, except loans of portfolio securities and
except that the Fund may purchase the types of debt instruments described in
the Prospectus or the SAI;
4. Invest in companies for the purpose of exercising
control or management;
5. Knowingly purchase securities of other investment
companies, except (i) in connection with a merger, consolidation, acquisition,
or reorganization; and (ii) the Fund may invest up to 10% of its net assets in
shares of other investment companies;
6. Invest in real property (including limited
partnership interests), commodities, commodity contracts, or oil, gas and other
mineral resource, exploration, development, lease or arbitrage transactions;
7. Acquire securities subject to restrictions on
disposition imposed by the Securities Act of 1933, if, immediately after and as
a result of such acquisition, the value of such restricted securities and all
other illiquid securities held by the Fund would exceed 10% of the value of the
Fund's total assets;
8. Engage in the business of underwriting securities of
other issuers, except to the extent that the disposal of an investment position
may technically cause it to be considered an underwriter as that term is
defined under the Securities Act of 1933;
9. Make loans, except that the Fund may purchase readily
marketable debt securities;
10. Sell securities short, except to the extent that the
Fund contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short;
- 3 -
<PAGE> 30
11. Purchase securities on margin, except that the Fund
may obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities;
12. Mortgage, pledge, or hypothecate any of its assets,
except as described in Investment Restriction No. 2;
13. Purchase or retain the securities of any issuer, if
those individual officers and Trustees of the Trust, its Advisor, the Sponsor,
or the Distributor, each owning beneficially more than 1/2 of 1% of the
securities of such issuer, together own more than 5% of the securities of such
issuer;
14. Invest more than 5% of its net assets in warrants
which are unattached to securities, included within that amount, no more than
2% of the value of the Fund's net assets, may be warrants which are not listed
on the New York or American Stock Exchanges;
15. Write, purchase or sell puts, calls or combinations
thereof; or
16. Invest more than 5% of the current value of its total
assets in the securities of companies which, including predecessors, have a
record of less than three years' continuous operation.
If a percentage limitation is satisfied at the time of
investment, a later increase or decrease in such percentage resulting from a
change in the value of the Fund's investments will not constitute a violation
of such limitation, except that any borrowing by the Fund that exceeds the
fundamental investment limitations stated above must be reduced to meet such
limitations within the period required by the 1940 Act (currently three days)
and the Fund will not at any time hold more than 10% of its net assets in
illiquid securities. Otherwise, the Fund may continue to hold a security even
though it causes the Fund to exceed a percentage limitation because of
fluctuation in the value of the Fund's assets.
In order to permit the sale of shares in certain states, the
Trust may make commitments more restrictive than the investment policies and
limitations described above. Should the Trust determine that these commitments
are no longer in the best interests of the Trust, it will revoke the commitment
by terminating sales of its shares in the states involved.
- 4 -
<PAGE> 31
MANAGEMENT
Trustees and Officers
The principal occupations of the Trustees and executive
officers of the Fund for the past five years and their ages are listed below.
None of the Trustees is deemed to be an "interested person" of the Trust for
purposes of the 1940 Act.
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation(s)
Name, Address and Age with Registrant During Past 5 Years
- --------------------- ----------------- -----------------------
<S> <C> <C>
Joseph N. Hankin Trustee President, Westchester Community College
75 Grasslands Road since 1971; President of Hartford Junior
Valhalla, NY 10595 College from 1967 to 1971; Adjunct Professor
Age: 54 of Columbia University Teachers College
since 1976.
Richard A. Wedemeyer Trustee Vice President of Performance Advantage,
17 High Street Inc., 17 High Street, Norwalk, CT 06851
Suite 301 since 1992; Vice President of Jim Henson
Norwalk, CT 06851 Productions from 1979 to 1992; Author of In
Age: 59 Transition (Harper Collins); co-founder and
coconductor of Harvard Business School Club
of New York Career Seminar; Trustee of Jim
Henson Legacy trust.
John E. Heilmann Trustee Retired; Chairman, President and Chief
Old Norwood Plantation Executive Officer,
Wingina, VA 24599 Distillers Somerset, Inc. and Norwood
Age: 63 Enterprises, Inc. from 1987 to 1992.
Dennis W. Draper Trustee Associate Professor of Finance, at
University of Southern University of Southern California since
California 1978; Director of Data Analysis, Inc.
School of Business (financial services); and Editorial Board of
Hoffman 701-F Chicago Board of Trade.
Los Angeles, CA 90089
Age: 45
</TABLE>
- 5 -
<PAGE> 32
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation(s)
Name, Address and Age with Registrant During Past 5 Years
- --------------------- ----------------- -----------------------
<S> <C> <C>
Jack D. Henderson Trustee Partner of the law firm of Clanahan, Tanner,
1600 Broadway Downing Knowlton, P.C.
Denver, CO 80202
Age: 67
Michael C. Petrycki President Executive Vice President and Director of
230 Park Avenue Furman Selz since 1984.
New York, NY 10169
Age: 52
Steven D. Blecher Executive Vice Executive Vice President and Director of
230 Park Avenue President Furman Selz since 1983; Vice President,
New York, NY 10169 Secretary and Treasurer of Furman Selz
Age: 52 Capital Management, Inc. since 1984.
John J. Pileggi Vice President Managing Director of Furman Selz, from 1984
237 Park Avenue and Treasurer to 1992; Senior Managing Director since 1992
New York, NY 10169 and Director of Furman Selz since 1994.
Age: 36
Joan V. Fiore Vice President Managing Director and Counsel of Furman Selz
237 Park Avenue and Secretary since 1991; Staff Attorney at the U.S.
New York, NY 10017 Securities and Exchange Commission, Division
Age: 39 of Investment Management, from 1986 to 1991.
Donald E. Brostrom Assistant Director, Fund Services, Furman Selz
237 Park Avenue Treasurer Incorporated since 1986; Managing Director
New York, NY 10169 of Furman Selz since 1995.
Age: 36
</TABLE>
Trustees receive from the Trust an annual retainer of $5,000
and a fee of $1,000 for each Board of Trustees meeting and $500 for each Board
committee meeting attended, and are reimbursed for all out-of-pocket expenses
relating to attendance at such meetings.
- 6 -
<PAGE> 33
For the fiscal year ended September 30, 1995, the Trustees
received the following compensation from the Trust and from certain other
investment companies (as indicated) that have the same investment advisor as
the Trust or an investment advisor that is an affiliated person of the Trust's
investment advisor:
<TABLE>
<CAPTION>
=============================================================================================================
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED ESTIMATED TOTAL COMPENSATION
NAME OF COMPENSATION FROM AS PART OF TRUST ANNUAL BENEFITS FROM REGISTRANT
TRUSTEE THE TRUST EXPENSE UPON RETIREMENT AND FUND COMPLEX
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dennis W. $0 $0
Draper
- -------------------------------------------------------------------------------------------------------------
Joseph N. $0 $0
Hankin
- -------------------------------------------------------------------------------------------------------------
John E. $0 $0
Heilmann
- -------------------------------------------------------------------------------------------------------------
Jack D. $0 $0
Henderson
- -------------------------------------------------------------------------------------------------------------
Richard A. $0 $0
Wedemeyer
=============================================================================================================
</TABLE>
**Includes amounts received for service as a member of the Boards of Trustees
of Pacific American Fund and Westcore Trust.
The Trustees and officers of the Trust, as a group, own less
than 1% of the outstanding shares of the Funds as of the date of this SAI.
Advisor
First Interstate Capital Management, Inc., 7501 E. McCormick
Parkway, Scottsdale, Arizona 85258, serves as advisor to the Fund. FICM
manages the investment and reinvestment of the assets of the Fund and
continuously reviews, supervises and administers the Fund's investments. The
Advisor is responsible for placing orders for the purchase and sale of the
Fund's investments directly with brokers and dealers selected by it in its
discretion. See "Portfolio Transactions." FICM also furnishes to the Board of
Trustees, which has overall responsibility for the business and affairs of the
Trust, periodic reports on the investment performance of the Fund.
FICM is a wholly-owned subsidiary of First Interstate Bank of
California ("FICAL"). FICAL is the largest banking subsidiary of First
Interstate Bancorp. First Interstate Bancorp provides financial products and
services marketed at the local
- 7 -
<PAGE> 34
level to nearly five million households in over 500 communities in 13 western
states.
Under the terms of the Investment Advisory Contract between
the Trust and FICM, FICM is obligated to manage the Fund's portfolio in
accordance with applicable laws and regulations. The investment advisory
services provided by FICM to the Fund are not exclusive under the terms of the
Investment Advisory Contract. FICM is free to, and does, render investment
advisory services to others. In making its investment decisions, FICM does not
use material inside information in the possession of its affiliates.
The Investment Advisory Contract for the Fund will continue in
effect for a period beyond more than two years from the date of its execution
only as long as such continuance is approved annually (i) by the holders of a
majority of the outstanding voting securities of the Fund or by the Board of
Trustees and (ii) by a majority of the Trustees who are not parties to such
Contract or "interested persons" (as defined in the 1940 Act) of any such
party. The Investment Advisory Contract may be terminated without penalty by
vote of the Trustees or the shareholders of the Fund, or by the Advisor, on 60
days written notice by either party to the Contract and will terminate
automatically if assigned.
The Investment Advisory Contract provides that FICM shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of such contract, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of FICM in the performance of its duties
or from reckless disregard of its duties and obligations under the Contracts.
Distribution of Fund Shares
The Trust has retained Pacifica Funds Distributor Inc., a
subsidiary of Furman Selz, to serve as principal underwriter for the shares of
the Fund pursuant to a Distribution Contract. The Distribution Contract
provides that the Distributor will use its best efforts to maintain a broad
distribution of the Fund's shares among bona fide investors and may enter into
selling group agreements with responsible dealers and dealer managers as well
as sell the Fund's shares to individual investors. The Distributor is not
obligated, however, to sell any specific amount of shares.
- 8 -
<PAGE> 35
Administrative Services
Furman Selz provides management and administrative services
necessary for the operation of the Fund, including among other things, (i)
preparation of shareholder reports and communications, (ii) regulatory
compliance, such as reports to and filings with the Securities and Exchange
Commission ("SEC") and state securities commissions and (iii) general
supervision of the operation of the Fund, including coordination of the
services performed by the Fund's advisor, distributor, transfer agent,
custodian, independent accountants, legal counsel and others. In addition,
Furman Selz furnishes office space and facilities required for conducting the
business of the Fund and pays the compensation of the Fund's officers,
employees and Trustees affiliated with Furman Selz. For these services, Furman
Selz is entitled to receive a fee, payable monthly, at the annual rate of 0.15%
of the average daily net assets of the Fund.
The Administrative Services Contract is terminable without
penalty, at any time, by vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the Administrative Services Contract upon not more than 60 days
written notice to Furman Selz or by vote of the holders of a majority of the
shares of the Fund, or, upon 60 days notice, by Furman Selz. The
Administrative Services Contract will terminate automatically in the event of
its assignment.
Service Organizations
The Trust may also contract with banks (including affiliates of First
Interstate Bancorp), trust companies, brokerdealers (other than Furman Selz) or
other financial organizations ("Service Organizations") to provide certain
administrative services with respect to the Fund. Services provided by Service
Organizations may include among other things: providing necessary personnel and
facilities to establish and maintain certain shareholder accounts and records;
assisting in processing purchase and redemption transactions; arranging for the
wiring of funds; transmitting and receiving funds in connection with client
orders to purchase or redeem shares; verifying and guaranteeing client
signatures in connection with redemption orders, transfers among and changes in
client-designating accounts; providing periodic statements showing a client's
account balance and, to the extent practicable, integrating such information
with other client transactions; furnishing periodic and annual statements and
confirmations of all purchases and redemptions of shares in a client's account;
transmitting proxy statements, annual reports, and updating prospectuses and
other communications from the Fund to clients; and providing such other
services as the Fund or a
- 9 -
<PAGE> 36
client reasonably may request, to the extent permitted by applicable statute,
rule or regulation.
Some Service Organizations may impose additional or different
conditions on their clients, such as requiring their clients to invest more
than the minimum initial or subsequent investments specified by the Fund or
charging a direct fee for servicing. If imposed, these fees would be in
addition to any amounts which might be paid to the Service Organization by the
Fund. Each Service Organization has agreed to transmit to its clients a
schedule of any such fees. Shareholders using Service Organizations are urged
to consult them regarding any such fees or conditions.
The Glass-Steagall Act and other applicable laws, among other
things, prohibit banks from engaging in the business of underwriting, selling
or distributing securities. There currently is no precedent prohibiting banks
from performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, could prevent a bank from continuing to
perform all or a part of its servicing activities. In addition, state
securities laws on this issue may differ from the interpretations of federal
law expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law. If a bank were prohibited from so
acting, its shareholder clients would be permitted to remain shareholders of
the Trust and alternative means for continuing the servicing of such
shareholders would be sought. In that event, changes in the operation of the
Trust might occur and a shareholder serviced by such a bank might no longer be
able to avail itself of any services then being provided by the bank. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
EXPENSES AND EXPENSE LIMITS
Except for the expenses paid by the Advisor, the Distributor
and Furman Selz, the Fund bears all costs of its operations.
Currently, California is the only state imposing limitations
on the expenses of the Fund. Those expense limitations are 2-1/2 percent of
the first $30 million of the Fund's average net assets, 2 percent of the next
$70 million and 1-1/2 percent of the Fund's remaining average net assets. If
in any fiscal year expenses of the Fund (excluding taxes, interest,
- 10 -
<PAGE> 37
expenses under the Plan, brokerage commissions and other portfolio transaction
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles and extraordinary expenses, but including the
advisory and administrative fees) exceed the expense limitations applicable to
the Fund imposed by the securities regulations of any state, Furman Selz and
the FICM each will reimburse the Fund for a portion of the excess as follows:
Furman Selz ___% and FICM ___%.
DETERMINATION OF NET ASSET VALUE
The portfolio instruments of the Fund are valued on the basis
of amortized cost. This technique involves valuing an instrument at its cost
and thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on
shares of the Fund computed as described above may tend to be higher than a
like computation made by a fund with identical investments utilizing a method
of valuation based upon market prices and estimates of market prices for all of
its instruments. Thus, if the use of amortized cost by the Fund resulted in a
lower aggregate portfolio value on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values and existing investors in
the Fund would receive less investment income. The converse would apply in a
period of rising interest rates.
The valuation of the Fund's instruments, based upon their
amortized cost and the concomitant maintenance by the Fund of a net asset value
of $1.00, is permitted in accordance with Rule 2a-7 under the Act, pursuant to
which the Fund must adhere to certain conditions. The Fund must maintain a
dollarweighted average maturity of 90 days or less, purchase only instruments
having remaining maturities of thirteen months or less, and invest only in
securities which are determined to present minimal credit risks pursuant to
guidelines adopted by the Trustees. Instruments having variable or floating
interest rates or demand features may be deemed to have remaining maturities as
follows: (a) a government security with a variable rate of interest readjusted
no less frequently than every thirteen months may be deemed to have a maturity
equal to the period remaining until the next readjustment of the interest rate;
(b) an instrument with a variable rate of interest, the principal amount of
which is
- 11 -
<PAGE> 38
scheduled on the face of the instrument to be paid in thirteen months or less,
may be deemed to have a maturity equal to the period remaining until the next
readjustment of the interest rate; (c) an instrument with a variable rate of
interest that is subject to a demand feature may be deemed to have a maturity
equal to the longer of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal amount can be
recovered through demand; (d) an instrument with a floating rate of interest
that is subject to a demand feature may be deemed to have a maturity equal to
the period remaining until the principal amount can be recovered through
demand; and (e) a repurchase agreement may be deemed to have a maturity equal
to the period remaining until the date on which the repurchase of the
underlying securities is scheduled to occur or, where no date is specified but
the agreement is subject to demand, the notice period applicable to a demand
for the repurchase of the securities.
The Trustees have established procedures designed to
stabilize, to the extent reasonably possible, the Fund's price per share as
computed for the purpose of sales and redemptions at a single value. Such
procedures will include the determination, at such intervals as the Trustees
deem appropriate, of the extent to which the Fund's NAV as calculated by using
available market quotations deviates from $1.00 per share, such deviation may
result in material dilution or other unfair results to existing shareholders or
investors. In the event the Trustees determine that such a material deviation
exists, they have agreed to take such corrective action as they regard as
necessary and appropriate, which may include selling portfolio instruments
prior to maturity to realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends; redeeming shares in kind or without
monetary or other consideration; or establishing a net asset value per share by
using available market quotations. It is the intention of the Fund to maintain
a per share net asset value of $1.00, but there can be no assurance that the
Fund will do so.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Payment for shares may, in the discretion of the Advisor, be
made in the form of securities that are permissible investments for the Fund as
described in the Prospectus. For further information about this form of
payment please contact Furman Selz. In connection with an in-kind securities
payment, the Fund will require, among other things, that the securities be
valued on the day of purchase in accordance with the pricing methods used by
the Fund and that the Fund receive satisfactory assurances that (1) it will
have good and marketable title to the securities received by it; (2) that the
securities are in proper
- 12 -
<PAGE> 39
form for transfer to the Fund; and (3) adequate information will be provided
concerning the basis and other matters relating to the securities.
Under the 1940 Act, the Fund may suspend the right of
redemption or postpone the date of payment upon redemption for any period
during which the New York Stock Exchange is closed (other than customary
weekend and holiday closings), or during which trading on said Exchange is
restricted, or during which as determined by the SEC by rule or regulation) an
emergency exists as a result of which disposal or valuation of portfolio
securities is not reasonably practicable, or for such other periods as the SEC
may permit. (The Fund may also suspend or postpone the recordation of the
transfer of its shares upon the occurrence of any of the foregoing conditions.)
The Trust may suspend redemption rights or postpone redemption
payments (as well as suspend the recordation of the transfer of shares) for
such periods as are permitted under the 1940 Act. The Trust may also redeem
shares involuntarily or make payment for redemption in securities or other
property if it appears appropriate to do so in light of the Trust's
responsibilities under the 1940 Act.
In addition, the Trust may redeem shares involuntarily to
reimburse the Fund for any loss sustained by reason of the failure of a
shareholder to make full payment for shares purchased by the shareholder or to
collect any charge relating to a transaction effected for the benefit of a
shareholder which is applicable to shares of the Fund as provided from time to
time in the Prospectus.
All redemptions of shares of the Fund will be made in cash,
except that the commitment to redeem shares in cash extends only to redemption
requests made by each shareholder of the Fund during any 90-day period of up to
the lesser of $250,000 or 1% of the net asset value of the Fund at the
beginning of such period. This commitment is irrevocable without the prior
approval of the SEC and is a fundamental policy of the Fund that may not be
changed without shareholder approval. In the case of redemption requests by
shareholders in excess of such amounts, the Board of Trustees reserves the
right to have the Fund make payment, in whole or in part in securities or other
assets, in case of an emergency or any time a cash distribution would impair
the liquidity of the Fund to the detriment of the existing shareholders. In
this event, the securities would be valued in the same manner as the securities
of the Fund are valued. If the recipient were to sell such securities, he or
she would incur brokerage charges.
- 13 -
<PAGE> 40
There is no sales charge on the Fund.
PORTFOLIO TRANSACTIONS
Investment decisions for the Fund and for the other investment
advisory clients of the Advisor are made with a view to achieving their
respective investment objectives. Investment decisions are the product of many
factors in addition to basic suitability for the particular client involved.
Thus, a particular security may be bought or sold only for certain clients even
though it could have been bought or sold for other clients at the same time.
Likewise, a particular security may be bought for one or more clients while at
the same time one or more clients are selling the security. In some instances,
one client may sell a particular security to another client. It also sometimes
happens that two or more clients simultaneously purchase or sell the same
security, in which event each day's transactions in such security are, insofar
as possible, averaged as to price and allocated between such clients in a
manner which in the Advisor's opinion is equitable to each and in accordance
with the amount being purchased or sold by each. There may be circumstances
when purchases or sales of portfolio securities for one or more clients will
have an adverse effect on other clients.
The Fund has no obligation to deal with any dealer or group of
dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Trust's Board of Trustees, the Advisor is primarily
responsible for portfolio decisions and the placing of portfolio transactions.
In placing orders, it is the policy of the Fund to obtain the best results
taking into account the broker-dealer's general execution and operational
facilities, the type of transaction involved and other factors such as the
dealer's risk in positioning the securities. While the Advisor generally seeks
reasonably competitive spreads or commissions, the Fund will not necessarily be
paying the lowest spread or commission available.
Purchases and sales of securities will primarily be principal
transactions. Debt securities normally will be purchased or sold from or to
issuers directly or to dealers serving as market makers for the securities at a
net price. Generally, money market securities are traded on a net basis and do
not involve brokerage commissions. Under the 1940 Act, persons affiliated with
the Fund or the Sponsor are prohibited from dealing with the Fund as a
principal in the purchase and sale of securities except in limited situations
permitted by SEC regulations, unless a permissive order allowing such
transactions is obtained from the SEC.
- 14 -
<PAGE> 41
The Advisor may, in circumstances in which two or more
broker-dealers are in a position to offer comparable results, give preference
to a dealer which has provided statistical or other research services to the
Advisor. By allocating transactions in this manner, the Advisor is able to
supplement its research and analysis with the views and information of
securities firms. These services, which in some cases may also be purchased
for cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
the Advisor in advising various of its clients (including the Fund), although
not all of these services are necessarily useful and of value in managing the
Fund. The management fee paid by the Fund is not reduced because the Advisor
and its affiliates receive such services.
As permitted by Section 28(e) of the Securities Exchange Act
of 1934 (the "1934 Act"), the Advisor may cause the Fund to pay a broker-dealer
which provides "brokerage and research services" (as defined in the 1934 Act)
to the Advisor an amount of disclosed commission for effecting a securities
transaction for the Fund in excess of the commission which another
broker-dealer would have charged for effecting that transaction.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking the most
favorable price and execution available and such other policies as the Trustees
may determine, the Advisor may consider sales of shares of the Fund as a factor
in the selection of broker-dealers to execute portfolio transactions for the
Fund.
TAXATION
The Fund intends to qualify and elect annually to be treated
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). To qualify as a regulated investment
company, the Fund must (a) distribute to shareholders at least 90% of its
investment company taxable income (which includes, among other items,
dividends, taxable interest and the excess of net short-term capital gains over
net long-term capital losses); (b) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock, securities or
foreign currencies or other income derived with respect to its business of
investing in such stock, securities or currencies; (c) derive less than 30% of
its gross income from the sale or other disposition of certain assets (namely,
in the case of the Fund, (i) stock or securities;
- 15 -
<PAGE> 42
(ii) options, futures, and forward contracts (other than those on foreign
currencies), and (iii) foreign currencies (including options, futures, and
forward contracts on such currencies) not directly related to the Fund's
principal business of investing in stock or securities (or options and futures
with respect to stocks or securities)) held less than 3 months; and (d)
diversify its holdings so that, at the end of each quarter of the taxable year,
(i) at least 50% of the market value of the Fund's assets is represented by
cash and cash items (including receivables), U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets and not greater than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies). In addition, a Fund
earning tax-exempt interest must, in each year, distribute at least 90% of its
net tax-exempt income. By meeting these requirements, the Fund generally will
not be subject to Federal income tax on its investment company taxable income
and net capital gains which are distributed to shareholders. If the Fund does
not meet all of these Code requirements, it will be taxed as an ordinary
corporation and its distributions will be taxed to shareholders as ordinary
income.
Amounts, other than tax-exempt interest, not
distributed on a timely basis in accordance with a calendar year distribution
requirement are subject to a nondeductible 4% excise tax. To prevent
imposition of the excise tax, the Fund must distribute for each calendar year
an amount equal to the sum of (1) at least 98% of its ordinary income
(excluding any capital gains or losses) for the calendar year, (2) at least 98%
of the excess of its capital gains over capital losses (adjusted for certain
ordinary losses) for the one-year period ending October 31 of such year, and
(3) all ordinary income and capital gain net income (adjusted for certain
ordinary losses) for previous years that were not distributed during such
years.
Distributions of investment company taxable income generally
are taxable to shareholders as ordinary income. All distributions are taxable
to the shareholder in the same manner whether reinvested in additional shares
or received in cash. Shareholders will be notified annually as to the Federal
tax status of distributions.
The Fund is required to report to the Internal Revenue Service
("IRS") all distributions except in the case of certain exempt shareholders.
All such distributions generally are
- 16 -
<PAGE> 43
subject to withholding of Federal income tax at a rate of 31% ("backup
withholding") in the case of non-exempt shareholders if (1) the shareholder
fails to furnish the Fund with and to certify the shareholder's correct
taxpayer identification number or social security number, (2) the IRS notifies
the Fund or a shareholder that the shareholder has failed to report properly
certain interest and dividend income to the IRS and to respond to notices to
that effect, or (3) when required to do so, the shareholder fails to certify
that he is not subject to backup withholding. If the withholding provisions
are applicable, any such distributions, whether reinvested in additional shares
or taken in cash, will be reduced by the amounts required to be withheld.
Backup withholding is not an additional tax. Any amount withheld may be
credited against the shareholder's U.S. Federal income tax liability.
Investors may wish to consult their tax advisors about the applicability of the
backup withholding provisions.
The foregoing discussion relates only to Federal income tax
law as applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
corporations, partnerships, trusts and estates). Distributions by the Fund
also may be subject to state and local taxes and their treatment under state
and local income tax laws may differ from the Federal income tax treatment.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local taxes in certain states. Shareholders should consult
their tax advisors with respect to particular questions of Federal, state and
local taxation. Shareholders who are not U.S. persons should consult their tax
advisors regarding U.S. and foreign tax consequences of ownership of shares of
the Fund including the likelihood that distributions to them would be subject
to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax
treaty).
OTHER INFORMATION
Capitalization
The Trust is a Massachusetts business trust established under
a Declaration of Trust dated July 17, 1984, and consists of series of
separately managed portfolios. The capitalization of the Trust consists solely
of an unlimited number of shares of beneficial interest with a par value of
$0.001 each. The Board of Trustees may establish additional portfolios (with
different investment objectives and fundamental policies) at any time in the
future. Establishment and offering of additional portfolios will not alter the
rights of the Fund's shareholders. When issued, shares are fully paid,
non-assessable, redeemable and
- 17 -
<PAGE> 44
freely transferable. Shares do not have preemptive rights or subscription
rights.
In the event of a liquidation or dissolution of the Trust or
an individual Fund, shareholders of a particular Fund would be entitled to
receive the assets available for distribution belonging to such Fund, and a
proportionate distribution, based upon the relative net asset values of the
Trust's respective portfolios, of any general assets not belonging to any
particular portfolio which are available for distribution. Shareholders of a
Fund are entitled to participate in the net distributable assets of the Fund on
liquidation, based on the number of shares of the Fund that are held by each
shareholder, except that, in the case of a Fund offering more than one class of
shares, Institutional Shares, Investor Shares and Service Shares of a Fund will
each be solely responsible for Service Organization fees and other "class"
expenses, if any, that are attributable to the particular share class, and
Investor Shares shall be solely responsible for payments made under the
applicable Distribution Plan.
Voting Rights
Under the Declaration of Trust, the Trust is not required to
hold annual meetings of its shareholders to elect Trustees or for other
purposes. It is not anticipated that the Trust will hold shareholders'
meetings unless required by law or the Declaration of Trust. In this regard,
the Trust will be required to hold a meeting to elect Trustees to fill any
existing vacancies on the Board if, at any time, fewer than a majority of the
Trustees have been elected by the shareholders of the Trust. In addition, the
Declaration of Trust provides that the holders of not less than two-thirds of
the outstanding shares of the Trust may remove persons serving as Trustee
either by declaration in writing or at a meeting called for such purpose. The
Trustees are required to call a meeting for the purpose of considering the
removal of persons serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Trust. To the
extent required by applicable law, the Trustees shall assist shareholders who
seek to remove any person serving as Trustee.
The Trust's shares do not have cumulative voting rights, so
that the holders of more than 50% of the outstanding shares may elect the
entire Board of Trustees, in which case the holders of the remaining shares
would not be able to elect any Trustees.
Holders of all outstanding shares of the Fund will vote
together in the aggregate and not by class on all matters, except
- 18 -
<PAGE> 45
that only Institutional Shares and Service Shares will be entitled to vote on
matters submitted to a vote of shareholders pertaining to the Fund's
arrangements with Service Organizations with respect to Institutional Shares
and Service Shares, and only Investor Shares of the Fund will be entitled to
vote on matters submitted to a vote of shareholders pertaining to the Fund's
Distribution Plan and the Fund's arrangements with Service Organizations with
respect to Investor Shares. Further, shareholders of all of the Funds, as well
as those of any other investment portfolio now or hereafter offered by the
Trust, will vote together in the aggregate and not separately on a
portfolio-by-portfolio basis, except as otherwise required by law or when
permitted by the Board of Trustees. Rule 18f-2 under the 1940 Act provides
that any matter required to be submitted to the holders of the outstanding
voting securities of an investment company such as the Trust shall not be
deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding shares of each Fund affected by the matter. A
portfolio is affected by a matter unless it is clear that the interests of each
portfolio in the matter are substantially identical or that the matter does not
affect any interest of the portfolio. Under the Rule, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if approved by
a majority of the outstanding shares of such portfolio. However, the Rule also
provides that the ratification of the appointment of independent auditors, the
approval of principal underwriting contracts and the election of trustees may
be effectively acted upon by shareholders of the Trust voting together in the
aggregate without regard to a particular portfolio.
The term "majority of the outstanding shares" of a portfolio
means the vote of the lesser of (i) 67% or more of the shares of the portfolio
present at a meeting, if the holders of more than 50% of the outstanding shares
of the portfolio are present or represented by proxy, or (ii) more than 50% of
the outstanding shares of the portfolio.
Custodian, Transfer Agent and Dividend Disbursing Agent
First Interstate Bank of California, 707 Wilshire Blvd., Los
Angeles, California 90017, acts as custodian of the Trust's assets, but plays
no role in making decisions as to the purchase or sale of portfolio securities
for the Fund. FICAL is entitled to receive a fee from the Trust, computed
daily and payable monthly, at the annual rate of 0.021% of the first $5 billion
in aggregate average daily net assets of the Funds; 0.0175% of the next $5
billion in aggregate average daily net
- 19 -
<PAGE> 46
assets of the Funds; and 0.015% of the aggregate average daily net assets of
the Funds in excess of $10 billion.
Furman Selz acts as transfer agent for the Fund. The Trust
compensates Furman Selz for providing personnel and facilities to perform
transfer agency related services for the Trust at a rate intended to represent
the cost of providing such services.
Performance Information
The Fund may, from time to time, include its yields in
advertisements or reports to shareholders or prospective investors.
Current yield for the Fund will be based on the change in the
value of a hypothetical investment (exclusive of capital changes) over a
particular seven-day period, less a pro-rata share of the Fund's expenses
accrued over that period (the "base period"), and stated as a percentage of the
investment at the start of the base period (the "base period return"). The
base period return is then annualized by multiplying by 365/7, with the
resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" assumes that all dividends received during an
annual period have been reinvested. Calculation of "effective yield" begins
with the same "base period return" used in the calculation of yield, which is
then annualized to reflect weekly compounding pursuant to the following
formula:
365/7
Effective Yield = [(Base Period Return + 1) ] - 1.
Quotations of yield will reflect only the performance of a
hypothetical investment in the Fund during the particular time period shown.
Yield for the Fund will vary based on changes in the market conditions and the
level of the Fund's expenses, and no reported performance figure should be
considered an indication of performance which may be expected in the future.
In connection with communicating its yields to current or
prospective shareholders, the Fund also may compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
other unmanaged indices which may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.
Performance information for the Fund may be compared, in
reports and promotional literature, to: (i) the Standard & Poor's 500 Stock
Index, Dow Jones Industrial Average, or other
- 20 -
<PAGE> 47
unmanaged indices so that investors may compare the Funds' results with those
of a group of unmanaged securities widely regarded by investors as
representative of the securities markets in general; (ii) other groups of
mutual funds tracked by Lipper Analytical Services, a widely used independent
research firm which ranks mutual funds by overall performance, investment
objectives, and assets, or tracked by other services, companies, publications,
or persons who rank mutual funds on overall performance or other criteria; and
(iii) the Consumer Price Index (measure for inflation) to assess the real rate
of return from an investment of dividends but generally do not reflect
deductions for administrative and management costs and expenses.
Investors who purchase and redeem shares of the Funds through
a customer account maintained at a Service Organization may be charged one or
more of the following types of fees as agreed upon by the Service Organization
and the investor, with respect to the provision of customer services: account
fees (a fixed amount per month or per year); transaction fees (a fixed amount
per transaction processed); compensating balance requirements (a minimum dollar
amount a customer must maintain in order to obtain the services offered); or
account maintenance fees (a periodic charge based upon a percentage of the
assets in the account or of the dividends paid on those assets). Such fees are
not reflected in the Fund's, performance quotations, and will have the effect
of reducing the yield of the Fund for those investors.
Independent Accountants
Ernst & Young LLP, 515 South Flower Street, Los Angeles,
California 90071 has been selected to serve as the independent accountants for
the Fund for the current fiscal year.
Registration Statement
This SAI and the Prospectus do not contain all the information
included in the Trust's Registration Statement filed with the SEC under the
Securities Act of 1933 with respect to the securities offered hereby. Certain
portions of the Trust's Registration Statement have been omitted pursuant to
the rules and regulations of the SEC. The Registration Statement, including
the exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C.
Statements contained herein and in the Prospectus as to the
contents of any contract or other documents referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other documents filed as an exhibit to the Trust's Registration Statement,
each such statement being qualified in all respects by such reference.
- 21 -
<PAGE> 48
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Financial Statements and Highlights will be filed by
amendment.
(b) Exhibits:
(1) Declaration of Trust of Registrant(1)
(2) By-laws of Registrant(1)
(3) Not applicable
(4) Specimen certificates of shares of beneficial
interest of Registrant(3)
(5) Investment Advisory Contract between the
Registrant and First Interstate Capital
Management, Inc. relating to the 100% U.S.
Treasury Money Market Fund(7)
(6) Distribution Contract Supplement between the
Registrant and Pacifica Funds Distributor,
Inc., relating to the 100% U.S. Treasury
Money Market Fund(7)
(7) Not applicable
(8) Custodian Contract Between the Registrant and
First Interstate Bank of California(4)
(9) (i) Service Agreement between the
Registrant and Furman Selz Incorporated(5)
(ii) (a) Shareholder Services Plan
for Service Shares(6)
(b) Form of Shareholder Servicing
Agreement for Service
Shares(6)
(10) Filed on November 30, 1995 with the Trust's
Notices Pursuant to Rule 24f-2
(11) Consent of Independent Public Accountants(7)
(12) Not applicable
(13) Not applicable
<PAGE> 49
(14) Model retirement plans(2)
(15) Administrative Services Contract Supplement
between Registrant and Furman Selz
Incorporated relating to the 100% U.S.
Treasury Money Market Fund(7)
(16) Performance calculations for purposes of Item
22(7)
(17) Not Applicable
(18) Plan pursuant to Rule 18f-3 for Operation of
a Multi-Class System(5)
Item 25. Persons Controlled by or Under Common Control with Registrant
None
Item 26. Number of Holders of Securities as of October 26, 1995
Pacifica Money Market Trust - 15
Pacifica Money Market Fund - 720
Pacifica Government Money Market Fund - 176
Pacifica Prime Money Market Fund
Institutional Shares - 66
Investor Shares - 720
Service Shares - 5
- -------------------------
(1) Filed as an exhibit to Registration Statement No. 2-92260 on
July 17, 1984.
(2) Filed as an exhibit to Pre-Effective Amendment No. 4 to
Registration Statement No. 2-92260 on November 9, 1984.
(3) Filed as an exhibit to Post-Effective Amendment No. 4 to
Registration Statement No. 2-92260 on December 10, 1985.
(4) Filed as an exhibit to Post-Effective Amendment No. 33 to
Registration Statement No. 2-92260 on February 1, 1994.
(5) Filed as an exhibit to Registration Statement No. 33-95022 on
Form N-14 on July 26, 1995.
(6) Filed as an exhibit to Post-Effective Amendment No. 43 to
Registration Statement No. 2-92260 on August 24, 1995.
(7) To be filed by amendment.
- 2 -
<PAGE> 50
Pacifica Treasury Money Market Fund
Institutional Shares - 621
Investor Shares - 154
Service Shares - 5
Pacifica Short-Term Government Bond Fund
Institutional Shares - 758
Investor Shares - 690
Pacifica Intermediate Bond Fund
Institutional Shares - 8
Investor Shares - 225
Pacifica Intermediate Government Bond Fund
Institutional Shares - 1087
Investor Shares - 1175
Pacifica California Tax-Exempt Bond Fund
Institutional Shares - 68
Investor Shares - 857
Pacifica National Tax-Exempt Bond Fund
Institutional Shares - 6
Investor Shares - 196
Pacifica Oregon Tax-Exempt Fund
Institutional Shares - 0
Investor Shares - 1027
Pacifica Arizona Tax-Exempt Fund
Institutional Shares - 5
Investor Shares - 5
Pacifica Growth Fund
Institutional Shares - 54
Investor Shares - 66
Pacifica Equity Value Fund
Institutional Shares - 711
Investor Shares - 1482
Pacifica Balanced Fund
Institutional Shares - 1511
Investor Shares - 2570
Pacifica Asset Preservation Fund
Institutional Shares - 8
Investor Shares - 617
Pacifica Government Income Fund
Institutional Shares - 8
Investor Shares - 482
Pacifica California Short-Term Tax-Exempt Fund
Institutional Shares - 6
Investor Shares - 170
Item 27. Indemnification
Reference is made to Article IV of the Registrant's
Declaration of Trust.
- 3 -
<PAGE> 51
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust or otherwise, the
Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, officers
or controlling persons of the Registrant in connection with
the successful defense of any act, suit or proceeding) is
asserted by such trustees, officers or controlling persons in
connection with the shares being registered. The Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issues.
Item 28. Business and Other Connections of Investment Advisor
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
First Interstate Capital Management, Inc. serves as the
Registrant's Investment Adviser and, in addition, renders investment advisory
services to First Interstate Bancorp's employee benefit plans and various other
corporate and individual investors.
<TABLE>
<CAPTION>
NAME AND POSITION
WITH INVESTMENT ADVISER: OTHER BUSINESSES:
- ----------------------- ----------------
<S> <C>
Tom Slonaker Executive Vice President, First Interstate Bancorp(2)
Director and
Chairman of the Board
Chief Investment Officer, First Interstate Bancorp(2)
Edward S. Claunch Senior Vice President, First Interstate Bank of Denver,
President and Chief N.A.(6)
Executive Officer
Deborah Goodman Senior Vice President, First Interstate Bank of
Senior Vice President California(1)
</TABLE>
- 4 -
<PAGE> 52
<TABLE>
<S> <C>
Walter Jim Brown Senior Vice President First
Senior Vice President, Interstate Bank of Texas, N.A.(3)
G. Edward Means Senior Vice President, First Interstate Bank of Arizona,
Senior Vice President N.A.(2)
G. David Underwood Senior Vice President, First Interstate Bank of Arizona,
Senior Vice President N.A.(2)
Barbara Walchli Senior Vice President, First Interstate Bank of Arizona,
Senior Vice President N.A.(2)
Richard A. Palmer Senior Vice President, First Interstate Management Services
Senior Vice President Company(1)
Chief Financial Officer
Senior Vice President, First Interstate Bancorp(2)
Chief Financial Officer, D.A.G. Management, Inc.
Russell K. Snow, Jr. Executive Vice President, First Interstate Bank of
Director California(1)
Director, First Interstate Portfolio Lending Services(1)
Vern Kozlen Executive Vice President, First Interstate Bank of
Director California(1)
President, First Interstate
Portfolio Lending Services(1)
Susan K. Riechel, Senior Vice President, First Interstate Bank of
Vice President California(1)
Michael Neitzke Vice President, First Interstate Bank of California(1)
Vice President
Dale Annis Vice President First Interstate Bank of Oregon, N.A.(5)
Vice President
Barbara Bruser Senior Vice President, First Interstate Bank of
Vice President California(1)
Thomas Hooker Vice President, First Interstate Bank of California(1)
Vice President
</TABLE>
- 5 -
<PAGE> 53
<TABLE>
<S> <C>
Michael Hughes Vice President, First Interstate Bank of California(1)
Vice President
David Williams Vice President, First Interstate Bank of California(1)
Vice President
Richard Ferguson Vice President, First Interstate Bank of Arizona, N.A.(2)
Vice President
Charlie Fish Vice President, First Interstate Bank of Oregon, N.A.(5)
Vice President
Robert O. Lindig Vice President, First Interstate Bank of Denver, N.A.(6)
Vice President
Gerald Wagner Vice President, First Interstate Bank of California(1)
Vice President
Robert Daviduk Vice President, First Interstate Bank of California(1)
Vice President
Roger S. Teetzel Vice President, First Interstate Bank of California(7)
Vice President
Richard Carhidi Assistant Vice President, First Interstate Bank of Arizona,
Assistant Vice President N.A.(2)
Marianne R. Minihane Assistant Vice President, First Interstate Bank of
Assistant Vice President California(7)
Sandra U. Torres Assistant Vice President, First Interstate Bank of
Assistant Vice President California(7)
Leon Newcomb Assistant Vice President, First Interstate Bank of Utah,
Assistant Vice President N.A.(2)
Mary Gail Walton Assistant Vice President, First Interstate Bank of
Assistant Vice President Washington, N.A.(8)
Thomesina Beagle Investment Officer, First Interstate Bank of California(7)
Investment Officer
William J. Souza Managing Counsel, First Interstate Management Services
Secretary Company(1)
Secretary, First Interstate Portfolio Lending Services(1)
</TABLE>
- 6 -
<PAGE> 54
- ----------------------------------
(1) The address of the office is indicated as 707 Wilshire Boulevard, Los
Angeles, California 90017.
(2) The address of the office is indicated as 7501 E. McCormick Parkway,
Scottsdale, Arizona 85258.
(3) The address of the office is indicated as 1000 Louisiana, Houston,
Texas 77002.
(4) The address of the office is indicated as 100 W. Washington, Phoenix,
Arizona 85003.
(5) The address of the office is indicated as 1300 S.W. Fifth Ave.,
Portland, Oregon 97201.
(6) The address of the office is indicated as 633 Seventeenth Street,
Denver, Colorado 80270.
(7) The address of the office is indicated as 4365 Executive Drive, Suite
1820, San Diego, California 92121.
(8) The address of the office is indicated as 999 Third Avenue, Seattle,
Washington 98104.
Item 29. Principal Underwriters
(a)(i) Premier Mutual Fund Services Inc., principal underwriter for
the Institutional and Service Shares of Registrant's Pacifica Prime Money
Market Fund and Pacifica Treasury Money Market Fund (exclusive distributor)
acts as principal underwriter or exclusive distributor for the investment
companies named below:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
- 7 -
<PAGE> 55
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus/Laurel Funds, Inc.
36) The Dreyfus/Laurel Funds Trust
37) The Dreyfus/Laurel Tax-Free Municipal Funds
38) The Dreyfus/Laurel Investment Series
39) The Dreyfus Leverage Fund, Inc.
40) Dreyfus Life and Annuity Index Fund, Inc.
41) Dreyfus LifeTime Portfolios, Inc.
42) Dreyfus Liquid Assets, Inc.
43) Dreyfus Massachusetts Intermediate Municipal Bond Fund
44) Dreyfus Massachusetts Municipal Money Market Fund
45) Dreyfus Massachusetts Tax Exempt Bond Fund
46) Dreyfus Michigan Municipal Money Market Fund, Inc.
47) Dreyfus Money Market Instruments, Inc.
48) Dreyfus Municipal Bond Fund, Inc.
49) Dreyfus Municipal Cash Management Plus
50) Dreyfus Municipal Money Market Fund, Inc.
51) Dreyfus New Jersey Intermediate Municipal Bond Fund
52) Dreyfus New Jersey Municipal Bond Fund, Inc.
53) Dreyfus New Jersey Municipal Money Market Fund, Inc.
54) Dreyfus New Leaders Fund, Inc.
55) Dreyfus New York Insured Tax Exempt Bond Fund
56) Dreyfus New York Municipal Cash Management
57) Dreyfus New York Tax Exempt Bond Fund, Inc.
58) Dreyfus New York Tax Exempt Intermediate Bond Fund
59) Dreyfus New York Tax Exempt Money Market Fund
60) Dreyfus Ohio Municipal Money Market Fund, Inc.
61) Dreyfus 100% U.S. Treasury Intermediate Term Fund
62) Dreyfus 100% U.S. Treasury Long Term Fund
63) Dreyfus 100% U.S. Treasury Money Market Fund
64) Dreyfus 100% U.S. Treasury Short Term Fund
- 8 -
<PAGE> 56
65) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
66) Dreyfus Pennsylvania Municipal Money Market Fund
67) Dreyfus Short-Intermediate Government Fund
68) Dreyfus Short-Intermediate Municipal Bond Fund
69) Dreyfus Short-Term Income Fund, Inc.
70) The Dreyfus Socially Responsible Growth Fund, Inc.
71) Dreyfus Strategic Growth, L.P.
72) Dreyfus Strategic Income
73) Dreyfus Strategic Investing
74) Dreyfus Tax Exempt Cash Management
75) Dreyfus Treasury Cash Management
76) Dreyfus Treasury Prime Cash Management
77) Dreyfus Variable Investment Fund
78) Dreyfus-Wilshire Target Funds, Inc.
79) Dreyfus Worldwide Dollar Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacifica Funds Trust -
Pacifica Prime Money Market Fund
Pacifica Treasury Money Market Fund
89) Peoples Index Fund, Inc.
90) Peoples S&P MidCap Index Fund, Inc.
91) Premier Insured Municipal Bond Fund
92) Premier California Municipal Bond Fund
93) Dreyfus Global Investing, Inc.
94) Premier GNMA Fund
95) Premier Growth Fund, Inc.
96) Premier Municipal Bond Fund
97) Premier New York Municipal Bond Fund
98) Premier State Municipal Bond Fund
(a)(ii) Pacifica Funds Distributor Inc. ("PFD Inc.") is the principal
underwriter for the Investor Shares of Pacifica Prime Money Market Fund and
Pacifica Treasury Money Market Fund and each class of each other series of the
Registrant. PFD Inc., a subsidiary of Furman Selz Incorporated, was organized
specifically to distribute shares of the Registrant.
(b)(i) Premier Mutual Fund Services Inc.:
- 9 -
<PAGE> 57
<TABLE>
<CAPTION>
Name and principal Positions and Offices Positions and offices
business address with PFD, Inc. with Registrant
---------------- -------------- ---------------
<S> <C> <C>
Marie E. Connolly+ Director, President, None
Chief Operating Officer and Compliance
Officer
Joseph F. Tower, III+ Senior Vice President, None
Treasurer and Chief Financial Officer
John E. Pelletier+ Senior Vice President, None
General Counsel, Secretary and Clerk
Frederick C. Dey++ Senior Vice President None
Eric B. Fischman++ Vice President and Associate General Counsel None
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President None
Paul Prescott++ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson++ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer None
Jean M. O'Leary+ Assistant Secretary, and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
</TABLE>
- ----------------------------
+ Principal business address is One Exchange Place, Boston,
Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
(b)(ii) PFD Inc.:
<TABLE>
<CAPTION>
Name and principal Positions and Offices Positions and offices
business address with PFD, Inc. with Registrant
---------------- -------------- ---------------
<S> <C> <C>
Michael C. Petrycki President and Director President
Steven D. Blecher Vice President, Secretary and Treasurer Executive Vice President*
</TABLE>
- 10 -
<PAGE> 58
<TABLE>
<S> <C> <C>
Robert J. Miller Chief Financial Officer and Vice President None
Elizabeth Q. Solazzo Assistant Secretary None
</TABLE>
- ----------------------------
* The authority of Mr. Blecher is limited to matters involving each
series of the Registrant other than the Pacifica Prime Money Market
Fund and Pacifica Treasury Money Market Fund.
(c)(i) Not Applicable
(ii) Not Applicable
Item 30. Location of Accounts and Records
<TABLE>
<S> <C> <C>
1. First Interstate Capital Records relating to its function
Management, Inc. as Adviser for each portfolio
7501 E. McCormick Parkway
Scottsdale, Arizona 85258
2. First Interstate Bank of Records relating to its function
California as Custodian for each portfolio
707 Wilshire Blvd, W10-6 and Transfer Agent for the
Los Angeles, California 90017 Service and Institutional Shares
of the Pacifica Prime Money
Market Fund and the Pacifica
Treasury Money Market Fund
3. The Dreyfus Corporation Records relating to its function
200 Park Avenue as Administrator for the Pacifica
New York, New York 10016 Prime Money Market Fund and the
Pacifica Money Market Treasury
Fund
4. Furman Selz Incorporated Records relating to its function
230 Park Avenue as Administrator for each
New York, New York 10169 portfolio other than the Pacifica
</TABLE>
- 11 -
<PAGE> 59
<TABLE>
<S> <C> <C>
Prime Money Market Fund and the
Pacifica Treasury Money Market
Fund
5. Premier Mutual Fund Services, Inc. Records relating to its function
One Exchange Place as Sub-Administrator and
Boston, Massachusetts 02109 Distributor of the Service and
Institutional Shares for the
Pacifica Prime Money Market Fund
and the Pacifica Treasury Money
Market Fund
6. Pacifica Funds Distributor, Inc. Record relating to its function
230 Park Avenue as Distributor for each class of
New York, New York 10169 each series of the Registrant
other than the Service and
Institutional Shares of the
Pacifica Prime Money Market Fund
and the Pacifica Treasury Money
Market Fund
</TABLE>
Item 31. Management Services
Not applicable
Item 32. Undertakings
(a) Registrant undertakes to call a meeting of Shareholders for
the purpose of voting upon the question of removal of a
Trustee or Trustees when requested to do so by the holders of
at least 10% of the Registrant's outstanding shares and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940.
(b) Registrant undertakes to file a post-effective amendment,
using reasonably current financial statements which need not
be certified, within four to six months from the effective
- 12 -
<PAGE> 60
date of Registrant's Registration Statement under the
Securities Act of 1933.
(c) Registrant undertakes to provide its Annual Report upon
request without charge to any recipient of a Prospectus for
the Funds.
- 13 -
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 47 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Washington, District of Columbia on the 4th day of December, 1995.
PACIFICA FUNDS TRUST
--------------------
(REGISTRANT)
By: Michael C. Petrycki
-------------------------------
Michael C. Petrycki, President*
By: Jeffrey L. Steele
----------------------
*Jeffrey L. Steele,
as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 47 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Michael C. Petrycki President December 4, 1995
- ----------------------
Michael C. Petrycki*
Dennis W. Draper Trustee December 4, 1995
- ----------------------
Dennis W. Draper*
Joseph N. Hankin Trustee December 4, 1995
- ----------------------
Joseph N. Hankin*
John E. Heilmann Trustee December 4, 1995
- ----------------------
John E. Heilmann*
</TABLE>
<PAGE> 62
<TABLE>
<S> <C> <C>
Jack D. Henderson Trustee December 4, 1995
- ------------------------
Jack D. Henderson*
Richard A. Wedemeyer Trustee December 4, 1995
- -----------------------
Richard A. Wedemeyer*
John J. Pileggi Treasurer (Principal December 4, 1995
- ----------------------- Financial and
John J. Pileggi* Accounting Officer)
By: Jeffrey L. Steele
-------------------------
*Jeffrey L. Steele,
as attorney-in-fact
</TABLE>
* Pursuant to power of attorney filed with Post-Effective Amendment No. 43
on August 24, 1995.
