<PAGE> 1
APPENDIX I U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: Pacifica Funds Trust
237 Park Avenue, Suite 910
New York NY 10017
2. Name of each series or class of funds for which this notice is filed:
Pacifica Money Market Fund
Pacifica Intermediate Government Bond Fund
Pacifica Asset Preservation Fund
Pacifica Short-Term Government Bond Fund
Pacifica California Tax-Exempt Fund
Pacifica Growth Fund
Pacifica Government Income Fund
Pacifica California Short-Term Tax-Exempt Fund
3. Investment Company Act File Number: 811-4068
Securities Act File Number: 2-92260
4. Last day of fiscal year for which this notice is filed: Sept. 6, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securites of the same class or series which has been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 0
8. Number and amount of securities registerd during the fiscal year other than
pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Pacifica Money Market Fund 1,438,324,648 1,438,324,648
Pacifica Intermediate Government Bond Fund 1,163,327 18,204,815
Pacifica Asset Preservation Fund 4,679,382 47,225,702
Pacifica Short-Term Government Bond Fund 1,139,987 17,609,730
Pacifica California Tax-Exempt Fund 12,395,714 133,939,114
Pacifica Growth Fund 323,689 6,388,869
Pacifica Government Income Fund 7,861,604 77,526,652
Pacifica California Short-Term Tax-Exempt Fund 1,649,774 16,760,300
------------------ ------------------
TOTAL 1,467,538,125 $1,755,979,830
</TABLE>
<PAGE> 2
PACIFICA FUNDS TRUST
RULE 24f-2
Page 2
10.Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Pacifica Money Market Fund 1,438,324,648 1,438,324,648
Pacifica Intermediate Government Bond Fund 1,163,327 18,204,815
Pacifica Asset Preservation Fund 4,679,382 47,225,702
Pacifica Short-Term Government Bond Fund 1,139,987 17,609,730
Pacifica California Tax-Exempt Fund 12,395,714 133,939,114
Pacifica Growth Fund 323,689 6,388,869
Pacifica Government Income Fund 7,861,604 77,526,652
Pacifica California Short-Term Tax-Exempt Fund 1,649,774 16,760,300
------------------ ------------------
TOTAL 1,467,538,125 $1,755,979,830
</TABLE>
11.Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7): $10,567,474
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Pacifica Money Market Fund 3,873,029 3,873,029
Pacifica Intermediate Government Bond Fund 46,775 727,565
Pacifica Asset Preservation Fund 161,342 1,631,253
Pacifica Short-Term Government Bond Fund 54,107 832,169
Pacifica California Tax-Exempt Fund 117,310 1,271,741
Pacifica Growth Fund 20,780 414,155
Pacifica Government Income Fund 157,050 1,530,189
Pacifica California Short-Term Tax-Exempt Fund 28,360 287,373
------------------ ------------------
TOTAL 4,458,753 10,567,474
</TABLE>
<PAGE> 3
PACIFICA FUNDS TRUST
RULE 24f-2
Page 3
12.Calculation of registration fees:
<TABLE>
<S> <C> <C> <C>
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $1,755,979,830
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 10,567,474
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: - 2,332,866,236
</TABLE>
<TABLE>
<S> <C>
Pacifica Money Market Fund 1,604,847,421
Pacifica Intermediate Government Bond Fund 48,198,062
Pacifica Asset Preservation Fund 104,741,564
Pacifica Short-Term Government Bond Fund 55,636,507
Pacifica California Tax-Exempt Fund 295,966,355
Pacifica Growth Fund 23,829,713
Pacifica Government Income Fund 163,651,633
Pacifica California Short-Term Tax-Exempt Fund 35,994,981
------------------
2,332,866,236
</TABLE>
<TABLE>
<S> <C> <C> <C>
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to Rule
24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and
and issued during the fiscal year in reliance
on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): (566,318,932)
-------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 0.00030303
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: NO FEE DUE
=============
</TABLE>
<PAGE> 4
PACIFICA FUNDS TRUST
RULE 24f-2
Page 4
13.Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3A of the Commission's Rules of Informal and Other
Procedures (17CFR 202.3A). / X /
Date for mailing or wire transfer of filing fees to the Commission's lockbox
directory: November 4, 1996
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)
SIGNATURES
/s/ Donald E. Brostrom
-------------------------
Donald E. Brostrom
Assistant Treasurer
<PAGE> 1
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005
November, 4, 1996
Pacifica Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Gentlemen:
As counsel for Pacifica Funds Trust (the "Trust") we are familiar with
the Trust's registration under the Investment Company Act of 1940 and with the
registration statement relating to its shares of beneficial interest under the
Securities Act of 1933 (File No. 2-92260) (the "Registration Statement").
This opinion is being rendered with respect to certain of the Trust's
Portfolios that were involved in a reorganization transaction on September 6,
1996 (the "Reorganized Portfolios") and the shares of beneficial interest of
the Reorganized Portfolios (the "Reorganized Portfolio Shares" or the
"Shares"). We have examined such other trust records, agreements, documents
and instruments as we have deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
Reorganized Portfolio Shares, the registration of which is being made definite
by the Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940
(the "Notice") being filed by the Trust, assuming such Shares were sold at the
public offering price and delivered by the Trust against receipt of the net
asset value of the Shares in compliance with the terms of the Trust's
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, legally issued, fully paid and non-assessable by the Trust.
We consent to the filing of this opinion in connection with the Notice
on Form 24F-2 to be filed on behalf of the Trust with the Securities and
Exchange Commission.
Very truly yours,
DECHERT PRICE & RHOADS
