<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1996
Registration No. _________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ____ [ ] Post-Effective Amendment No. ___
(Check Appropriate box or boxes)
--------------------------------------------
Exact Name of Registrant as Specified in Charter:
STAGECOACH FUNDS, INC.
Area Code and Telephone Number:
(800) 643-9691
Address of Principal Executive Offices:
111 Center Street
Little Rock, Arkansas 72201
--------------------------------------------
Name and Address of Agent for Service:
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Copies to:
Robert M. Kurucza, Esq. Jeffrey A. Dalke, Esq.
Marco E. Adelfio, Esq. Drinker Biddle & Reath
Morrison & Foerster LLP Philadelphia National Bank Building
2000 Pennsylvania Ave., N.W., Suite 5500 1345 Chestnut Street
Washington, D.C. 20006 Philadelphia, PA 19107
================================================================================
It is proposed that this filing will become effective on June 2, 1996 pursuant
to Rule 488.
The Registrant has registered an indefinite number of shares of its Common
Stock, $.001 par value, under the Securities Act of 1933, pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Rule 24f-2
Notice for the fiscal year ended December 31, 1995, was filed with the
Securities and Exchange Commission on February 29, 1996. The Registrant is
filing as an exhibit to this Registration Statement a copy of its earlier
declaration under Rule 24f-2. Pursuant to Rule 429, this Registration
Statement relates to the Registrant's earlier registration statement on Form N-
1A (File Nos. 33-42927; 811-6419).
<PAGE> 2
STAGECOACH FUNDS, INC.
CROSS-REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
PART A
<TABLE>
<CAPTION>
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
<S> <C> <C>
1 Beginning of Registration Statement COVER PAGE OF REGISTRATION STATEMENT; CROSS-REFERENCE
and Outside Front Cover Page of SHEET; FRONT COVER PAGE OF PROSPECTUS/PROXY STATEMENT
Prospectus
2 Beginning and Outside Back Cover TABLE OF CONTENTS
Page of Prospectus
3 Fee Table, Synopsis Information, and SUMMARY -- PROPOSED REORGANIZATION; -- PRINCIPAL RISK
Risk Factors FACTORS; APPENDIX V -- EXPENSE SUMMARIES
4 Information About the Transaction INFORMATION RELATING TO THE PROPOSED REORGANIZATION
5 Information About the Registrant COMPARISON OF STAGECOACH AND PACIFICA; ADDITIONAL
INFORMATION ABOUT STAGECOACH
6 Information About the Company Being COMPARISON OF STAGECOACH AND PACIFICA; ADDITIONAL
Acquired INFORMATION ABOUT PACIFICA
7 Voting Information INFORMATION RELATING TO VOTING MATTERS
8 Interest of Certain Persons and NOT APPLICABLE
Experts
9 Additional Information Required for NOT APPLICABLE
Reoffering by Persons Deemed to be
Underwriters
</TABLE>
<PAGE> 3
PART B
<TABLE>
<CAPTION>
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- ------- ------------ ------------------------
<S> <C>
10 Cover Page COVER PAGE
11 Table of Contents TABLE OF CONTENTS
12 Additional Information About the INCORPORATION OF DOCUMENTS BY REFERENCE IN STATEMENT
Registrant OF ADDITIONAL INFORMATION
13 Additional Information About the NOT APPLICABLE
Company Being Acquired
14 Financial Statements EXHIBITS TO STATEMENT OF ADDITIONAL INFORMATION
PART C
------
ITEM NO.
-------
15-17 Information required to be included in Part C is set forth under the appropriate Item, so
numbered, in Part C of this Registration Statement.
</TABLE>
<PAGE> 4
THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE:
STAGECOACH FUNDS, INC. (THE "COMPANY")
From Post-Effective Amendment No. 22 of the Company, filed March 29, 1996 (SEC
File No. 33-42927; 811-6419):
Prospectus for Money Market Mutual Fund - Class A Shares, dated April
1, 1996.
Statement of Additional Information for Money Market Mutual Fund and
California Tax-Free Bond Fund, dated April 1, 1996.
From Post-Effective Amendment No. 24 of the Company, filed April 29,1996 (SEC
File No. 33-42927; 811-6419):
Prospectus for Growth and Income Fund, dated May 1, 1996.
Prospectus for California Tax-Free Bond Fund and California Tax-Free
Income Fund, dated May 1, 1996.
Prospectus for Ginnie Mae Fund and Short-Intermediate U.S. Government
Income Fund, dated May 1, 1996.
Prospectus for Money Market Mutual Fund - Class S Shares, dated May 1,
1996.
Statement of Additional Information for California Tax-Free Income
Fund, dated May 1, 1996.
Statement of Additional Information for Ginnie Mae Fund and Growth and
Income Fund, dated May 1, 1996.
Statement of Additional Information for Short-Intermediate U.S.
Government Income Fund, dated May 1, 1996.
Financial Statements and related independent auditors' reports for California
Tax-Free Bond Fund, California Tax-Free Income Fund, Ginnie Mae Fund, Growth
and Income Fund, and Short-Intermediate U.S.Government Income Fund, contained
in the Annual Report for the fiscal year ended December 31, 1995.
Financial Statements and related independent auditors' reports for Money Market
Mutual Fund (Class A) contained in the Annual Report for the fiscal year ended
December 31, 1995.
<PAGE> 5
PACIFICA FUNDS TRUST (THE "TRUST")
From Post-Effective Amendment No. 49 of the Trust, filed February 1, 1996 (SEC
File No. 2-92260; 811-4068):
Prospectuses for Pacifica Equity Value Fund, Pacifica Growth Fund and
Pacifica Balanced Fund (Investor Shares and Institutional Shares),
dated February 1, 1996.
Prospectuses for Pacifica Short-Term Government Bond Fund, Pacifica
Intermediate Government Bond Fund, Pacifica Intermediate Bond Fund,
Pacifica Asset Preservation Fund and Pacifica Government Income Fund
(Investor Shares and Institutional Shares), dated February 1, 1996.
Prospectuses for Pacifica Oregon Tax-Exempt Fund, Pacifica Arizona
Tax-Exempt Fund, Pacifica California Tax-Exempt Fund, Pacifica
California Short-Term Tax-Exempt Fund and Pacifica National Tax-Exempt
Fund (Investor Shares and Institutional Shares), dated February 1,
1996.
Prospectus for Pacifica Government Money Market Fund and Pacifica
Money Market Fund, dated February 1, 1996.
Prospectus for Pacifica Money Market Trust, dated February 1, 1996.
Prospectuses for Pacifica Prime Money Market Fund and Pacifica
Treasury Money Market Fund (Investor Shares, Institutional Shares and
Service Shares), dated February 1, 1996.
Statement of Additional Information for Pacifica Growth Fund, Pacifica
Equity Value Fund, Pacifica Balanced Fund, Pacifica Asset Preservation
Fund, Pacifica Short-Term Government Bond Fund, Pacifica Intermediate
Government Bond Fund, Pacifica Government Income Fund, Pacifica
Intermediate Bond Fund, Pacifica Oregon Tax-Exempt Fund, Pacifica
Arizona Tax-Exempt Fund, Pacifica California Short-Term Tax-Exempt
Fund, Pacifica California Tax-Exempt Fund, Pacifica National
Tax-Exempt Fund, Pacifica Government Money Market Fund, and Pacifica
Money Market Fund, dated February 1, 1996.
Statement of Additional Information for Pacifica Prime Money Market
Fund and Pacifica Treasury Money Market Fund (Institutional Shares and
Service Shares), dated February 1, 1996.
Statement of Additional Information for Pacifica Prime Money Market
Fund and Pacifica Treasury Money Market Fund (Investor Shares), dated
February 1, 1996.
<PAGE> 6
Statement of Additional Information for Pacifica Money Market Trust,
dated February 1, 1996.
Financial Statements and related independent auditors' reports for Pacifica
Growth Fund (formerly Westcore Growth Fund), Pacifica Short-Term Government
Bond Fund (formerly Westcore Short-Term Government Bond Fund), Pacifica
Intermediate Bond Fund (formerly Westcore Bonds Plus Fund), Pacifica
Intermediate Government Bond Fund (formerly Westcore GNMA Fund), Pacifica
Arizona Tax-Exempt Fund (formerly Westcore Arizona Intermediate Tax-Free Fund),
Pacifica Oregon Tax-Exempt Fund (formerly Westcore Oregon Tax-Exempt Fund),
Pacifica National Tax-Exempt Fund (formerly Westcore Quality Tax-Exempt Income
Fund), Pacifica Money Market Trust (formerly Westcore Prime Money Market Fund),
contained in the Annual Report for the fiscal year ended September 30, 1995.
Financial Statements and related independent auditors' reports for Pacifica
Government Money Market Fund and Pacifica Money Market Fund contained in the
Annual Report for the fiscal year ended September 30, 1995.
Financial Statements and related independent auditors' reports for Pacifica
Asset Preservation Fund and Pacifica Government Income Fund contained in the
Annual Report for the fiscal year ended September 30, 1995.
Financial Statements and related independent auditors' reports for Pacifica
Short-Term California Tax-Free Fund and Pacifica California Tax-Free Fund
contained in the Annual Report for the fiscal year ended September 30, 1995.
Financial Statements and related independent auditors' reports for Pacifica
Equity Value Fund and Pacifica Balanced Fund contained in the Annual Report for
the fiscal year ended September 30, 1995.
Financial Statements and related independent auditors' reports for Pacifica
Prime Money Market Fund and Pacifica Treasury Money Market Fund contained in
the Annual Report for the fiscal year ended September 30, 1995.
<PAGE> 7
********************************************************************************
* *
* IMPORTANT NOTICE: PLEASE COMPLETE THE *
* ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE. *
* *
* FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING _____________ *
* TOLL-FREE AT 1-800-______ FROM 6:00 A.M. TO *
* 8:00 P.M. PACIFIC TIME. YOU MAY ALSO *
* VOTE BY FAXING YOUR PROXY BALLOT TO _____ AT 1-800-_________ *
* *
* A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE *
* VOTE WILL BE MAILED TO YOU. *
* *
********************************************************************************
PACIFICA FUNDS TRUST
237 Park Avenue
New York, New York 10017
June __, 1996
Dear Pacifica Shareholder:
On behalf of the Board of Trustees of Pacifica Funds Trust ("Pacifica"),
we are pleased to invite you to a special meeting of shareholders on July 16,
1996 (the "Meeting"), that has been called to consider matters that are
important to you. At the Meeting, you will be asked to consider (1) the
approval of interim advisory agreements with Wells Fargo Investment Management,
Inc. ("WFIM") (previously First Interstate Capital Management, Inc. ("FICM")),
which became effective on April 1, 1996 (when First Interstate Bancorp merged
with Wells Fargo & Company), and (2) a proposed reorganization of the 18 funds
of Pacifica (the "Pacifica Portfolios") into 16 corresponding funds of
Stagecoach Funds, Inc. (the "Stagecoach Funds"). PACIFICA'S BOARD OF TRUSTEES
UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE BOTH THE INTERIM ADVISORY
AGREEMENTS AND THE PROPOSED REORGANIZATION.
In considering these matters, you should note:
- IDENTICAL TERMS AND FEES
The terms of the interim advisory agreements with
WFIM are substantially identical to the terms of the
Pacifica Portfolios' previous advisory agreements
with FICM. The fee rates are unchanged.
- SIMILAR OBJECTIVES AND POLICIES
Ten of the 18 Pacifica Portfolios will merge into new
Stagecoach Funds that have been created for purposes
of the merger ("Stagecoach Shell Funds"). Each
Stagecoach Shell Fund will substantially continue the
investment policies and objectives of the
corresponding Pacifica Portfolio. The remaining eight
Pacifica Portfolios will merge with operating
Stagecoach Funds that generally are similar to your
Pacifica Portfolio's current objectives and policies.
These are some differences, however, and you should
consider these differences carefully. For example, the
Pacifica Asset
<PAGE> 8
Preservation Fund is proposed to be reorganized into
the Stagecoach Money Market Mutual Fund, and the
maturity ranges of some of these Pacifica Portfolios
differ from those of the corresponding Stagecoach
Funds.
- SIMILAR ACCESS ARRANGEMENTS
You will enjoy access to the Stagecoach Funds through
distribution, transaction and shareholder servicing
arrangements that are substantially similar to the
Pacifica Portfolios' current arrangements.
- SAME VALUE OF SHARES
The total value of the Stagecoach Fund shares that
you receive in the reorganization will be the same as
the total value of the Pacifica Portfolio shares that
you hold immediately before the reorganization.
- SAME OPERATING EXPENSE RATIOS
The annual fund operating expense ratio (after
waivers) for the corresponding Stagecoach Fund after
the reorganization is expected to be equal to or less
than the annual fund operating expense ratio of your
Pacifica Portfolio through at least August 31, 1997,
except for the Pacifica Money Market Fund and the
Pacifica Growth Fund.
BACKGROUND. On April 1, 1996, First Interstate Bancorp merged with Wells
Fargo & Company. By law, this merger resulted in the automatic termination of
the Pacifica Portfolios' then current investment advisory agreements with
FICM. To avoid any disruption in the investment advisory services provided to
the Pacifica Portfolios as a result of this automatic termination, Pacifica's
Board of Trustees approved interim investment advisory agreements with FICM
(which has changed its name to WFIM), effective April 1, 1996. At the upcoming
meeting, you will be asked to ratify and approve these interim advisory
agreements, including the receipt of investment advisory fees by WFIM for the
period from April 1, 1996 forward.
In addition, at the upcoming meeting, you will be asked to approve a
reorganization of your Portfolio into a corresponding Stagecoach Fund, an
open-end investment company advised by Wells Fargo Bank, N.A. If all approvals
are obtained, the Pacifica Portfolios would be reorganized into the
corresponding Stagecoach Funds on or about August 31, 1996, when your Pacifica
shares would be exchanged for shares of the corresponding Stagecoach Fund of
equal value. This proposed reorganization should benefit shareholders by:
- facilitating investment management, administration
and marketing by combining the Pacifica Portfolios
and the Stagecoach Funds to form a single mutual fund
family;
- improving efficiency, including the potential for
economies of scale; and
- eliminating duplicative shareholder costs and market
overlap.
<PAGE> 9
The formal Notice of Special Meeting, a Proxy Statement/Prospectus and a
Proxy Ballot are enclosed. If you own shares in more than one Portfolio, more
than one Proxy Ballot accompanies these proxy materials. Whether or not you
intend to attend the Special Meeting, you may vote by proxy in any of three
ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in the
enclosed postage-paid envelope; or
2. Vote by telephone by calling ________ toll-free at
1-800-_________ from 6:00 a.m. to 8:00 p.m. (Pacific time) (a
confirmation of your telephone vote will be mailed to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to ________
at 1-800-_________ ( a confirmation of your telefacsimile vote
will be mailed to you).
Please return your Proxy Ballot or call or fax us so that your vote will
be counted.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES
THAT YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE AT 1-800-___________, OR BY
CALLING ________ TOLL-FREE AT 1-800-_____________.
The interim investment advisory arrangements with WFIM, the proposed
reorganization and the reasons for the Pacifica Board of Trustees' unanimous
recommendation are discussed in detail in the enclosed materials, which you
should read carefully. If you have any questions about the new investment
advisory arrangements or the reorganization, please do not hesitate to call
____________ toll free at 1-800-___-____.
Very truly yours,
Michael C. Petrycki
President
<PAGE> 10
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF SPECIAL SHAREHOLDERS MEETING
TO BE HELD ON JULY 16, 1996
TO PACIFICA FUNDS TRUST SHAREHOLDERS:
NOTICE IS GIVEN THAT a Special Meeting of the Shareholders of PACIFICA FUNDS
TRUST ("Pacifica") will be held at the offices of _____________ on July 16, 1996
at ____ A.M. _______ Time for the purpose of considering and voting upon:
ITEM 1. A proposal to ratify and approve interim investment advisory
agreements on behalf of each Pacifica portfolio, between Pacifica and Wells
Fargo Investment Management, Inc. ("WFIM") (formerly known as First Interstate
Capital Management, Inc. ("FICM")), the fee rates payable under which are
unchanged and the terms of which are substantially identical to the previous
advisory agreements between Pacifica and FICM, and the receipt of investment
advisory fees by WFIM for the period from April 1, 1996 forward.
ITEM 2. A proposal to approve an Agreement and Plan of Reorganization
providing for the transfer of the assets and liabilities of each Pacifica
portfolio to a corresponding fund of Stagecoach Funds, Inc. in exchange for
shares of designated classes of the corresponding Stagecoach fund.
ITEM 3. Such other business as may properly come before the Special
Meeting or any adjournment(s).
The proposals are described in the attached Combined Proxy Statement/
Prospectus. YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF EACH
OF THESE PROPOSALS.
Shareholders of record as of the close of business on May 30, 1996 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY
THE PACIFICA BOARD OF TRUSTEES. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. SHAREHOLDERS ALSO MAY RETURN PROXIES BY TELEFAX OR VOTE BY TELEPHONE.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO
PACIFICA A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
Joan V. Fiore
Secretary
June __, 1996
<PAGE> 11
COMBINED PROXY STATEMENT/PROSPECTUS
Dated June __, 1996
PACIFICA FUNDS TRUST
237 Park Avenue
New York, New York 10017
1-800-662-8417
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-222-8222
This Combined Proxy Statement/Prospectus is furnished in connection
with the solicitation of proxies by the Board of Trustees of Pacifica Funds
Trust ("Pacifica") in connection with a Special Meeting of Shareholders to be
held at ____ A.M. __________ Time on July 16, 1996 at the offices of
______________________________________ ________________________. At the meeting,
shareholders will be asked (i) to ratify and approve interim investment advisory
agreements with Wells Fargo Investment Management, Inc. ("WFIM"), formerly known
as First Interstate Capital Management, Inc., and the receipt of investment
advisory fees by WFIM for the period from April 1, 1996 forward and (ii) to
approve a proposed Agreement and Plan of Reorganization dated May __, 1996 (the
"Reorganization Agreement") between Pacifica and Stagecoach Funds, Inc.
("Stagecoach"). Copies of the interim investment advisory agreements and a copy
of the Reorganization Agreement are attached as Appendices I and III,
respectively.
Pacifica and Stagecoach are open-end management investment companies
(mutual funds) that offer money market, tax-exempt, bond and equity investment
portfolios. The Reorganization Agreement provides for the transfer of the assets
and liabilities of all eighteen Pacifica portfolios (the "Pacifica Portfolios"
or the "Portfolios") to corresponding investment portfolios of Stagecoach (the
"Stagecoach Funds" or the "Funds") in exchange for shares of designated classes
of the Stagecoach Funds of equal value (the "Reorganization"). As a result of
the Reorganization, shareholders of the Pacifica Portfolios will become
shareholders of the Stagecoach Funds. Table I, under "Information Relating to
the Proposed Reorganization -- Description of the Reorganization Agreement,"
shows each class of each Pacifica Portfolio and the corresponding class of each
corresponding Stagecoach Fund.
This Combined Proxy Statement/Prospectus sets forth concisely the
information that a Pacifica shareholder should know before voting, and should be
retained for future reference. For shareholders of the Pacifica Portfolios that
will be reorganized into the Stagecoach Money Market Mutual Fund,
Short-Intermediate U.S. Government Income Fund, Ginnie Mae Fund, California
Tax-Free Income Fund, California Tax-Free Bond Fund and Growth and Income Fund
(the "Existing Stagecoach Funds"), this Combined
1
<PAGE> 12
Proxy Statement/Prospectus is accompanied by the following additional documents:
(i) the 1995 Annual Report(s) for the Existing Stagecoach Funds and (ii) the
current Prospectus(es) for the Existing Stagecoach Funds, each dated April __,
1996, as supplemented through the date hereof. Annual Reports and Prospectuses
for the other ten Stagecoach Funds (the "New Stagecoach Funds") are not enclosed
because the New Stagecoach Funds are being created to continue the current
operations of their corresponding Pacifica Portfolios. Additional information is
set forth in the Statement of Additional Information relating to this Combined
Proxy Statement/Prospectus, dated the date hereof, which is incorporated herein
by reference, and in the Prospectuses dated February 1, 1996, as supplemented
through the date hereof, for the Pacifica Portfolios. Each of these documents is
on file with the Securities and Exchange Commission (the "SEC"), and is
available without charge by calling or writing Pacifica or Stagecoach at the
respective telephone numbers or addresses stated above. The information
contained in the Existing Stagecoach Fund Prospectuses and the Prospectuses for
the Pacifica Portfolios is incorporated by reference into this Combined Proxy
Statement/Prospectus.
The following table summarizes the proposals to be voted on at the
Meeting and indicates how shareholder votes are being solicited with respect to
each proposal:
<TABLE>
<CAPTION>
Proposal Shareholders Solicited
-------- ----------------------
<S> <C>
1. A proposal to ratify and approve Each Pacifica Portfolio voting
interim investment advisory agreements separately on a portfolio-by-portfolio
on behalf of each Pacifica Portfolio basis.
between Pacifica and Wells Fargo
Investment Management, Inc., formerly
known as First Interstate Capital
Management, Inc., and the receipt of
investment advisory fees by WFIM for
the period from April 1, 1996 forward.
2. A proposal to approve an Agreement All Pacifica Portfolios voting
and Plan of Reorganization providing together in the aggregate, and each
for the transfer of the assets and Pacifica Portfolio voting separately
liabilities of all eighteen Pacifica on a portfolio-by-portfolio basis.
Portfolios to corresponding Stagecoach
Funds in exchange for shares of
designated classes of the
corresponding Stagecoach Funds.
</TABLE>
This Combined Proxy Statement/Prospectus is Pacifica's Proxy Statement
for the special meeting of the shareholders of all of the Pacifica Portfolios,
and Stagecoach's Prospectus for the shares of the Existing Stagecoach Funds
(Money Market Mutual Fund,
2
<PAGE> 13
Short-Intermediate U.S. Government Income Fund, Ginnie Mae Fund, California
Tax-Free Income Fund, California Tax-Free Bond Fund and Growth and Income Fund)
that have been registered with the SEC and are to be issued in connection with
the Reorganization. This Combined Proxy Statement/Prospectus is not a Prospectus
for shares of the New Stagecoach Funds that will be issued in connection with
the Reorganization because the New Stagecoach Funds are being created to
continue the current operations of their corresponding Pacifica Portfolios.
This Combined Proxy Statement/Prospectus is expected to be first sent
to shareholders on or about June __, 1996.
THE SECURITIES OF THE STAGECOACH FUNDS OFFERED HEREBY 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
COMBINED PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROXY
STATEMENT/PROSPECTUS AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY
REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PACIFICA, STAGECOACH OR THEIR
RESPECTIVE SPONSORS AND DISTRIBUTORS.
An investment in a Stagecoach money market fund is neither insured nor
guaranteed by the U.S. Government. There can be no assurance that the Stagecoach
money market funds will be able to maintain a stable net asset value of $1.00
per share.
SHARES OF PACIFICA AND STAGECOACH ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, WELLS FARGO BANK, N.A. OR ANY 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. THE DISTRIBUTOR OF
PACIFICA IS PACIFICA FUNDS DISTRIBUTOR INC. AND THE SPONSOR IS FURMAN SELZ LLC.
THE DISTRIBUTOR AND SPONSOR OF STAGECOACH IS STEPHENS INC.
3
<PAGE> 14
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY................................................................. 6
Interim WFIM Agreements........................................ 6
Pacifica Board Consideration................................ 7
Proposed Reorganization........................................ 7
Overview of Stagecoach and Pacifica......................... 8
Federal Income Tax Consequences............................. 10
Pacifica and Stagecoach Board Consideration................. 10
Principal Risk Factors...................................... 11
Voting Information............................................. 12
INFORMATION RELATING TO THE INTERIM WFIM
AGREEMENTS............................................................ 13
The Merger of First Interstate Bancorp Into WF&C............... 13
The Interim WFIM Agreements.................................... 14
Information Regarding WFIM..................................... 16
Payments to WFIM Affiliates.................................... 17
Affiliated Broker Commissions.................................. 18
Section 15(f) of the 1940 Act.................................. 18
Approval of Pacifica's Board of Trustees....................... 19
INFORMATION RELATING TO THE PROPOSED
REORGANIZATION........................................................ 20
Description of the Reorganization Agreement.................... 20
Table I -- Portfolios and Corresponding Funds............... 21
Pacifica Board Consideration................................... 24
Capitalization................................................. 27
Table II -- Pro Forma Capitalization Table (as of
March 29, 1996)............................................ 28
Federal Income Tax Consequences................................ 32
Other Provisions Applicable to the New Stagecoach Funds........ 34
COMPARISON OF STAGECOACH AND PACIFICA................................... 34
Investment Objectives and Policies............................. 34
Investment Adviser and Other Service Providers................. 34
Table III -- Investment Advisory and Total
Expense Information........................................ 35
Stagecoach Funds' Advisory Contracts........................ 37
Information About WFB....................................... 38
Share Structure................................................ 39
Distribution Plans and Shareholder Servicing Arrangements... 40
Shareholder Transactions and Services.......................... 42
</TABLE>
4
<PAGE> 15
<TABLE>
<S> <C>
INFORMATION RELATING TO VOTING MATTERS.................................. 43
General Information............................................ 43
Shareholder and Board Approvals................................ 46
Table IV(A) -- Pacifica Portfolios -- 5% Ownership........ 48
Table IV(B) -- Stagecoach Funds -- 5% Ownership........... 48
Quorum......................................................... 48
Annual Meetings................................................ 49
ADDITIONAL INFORMATION ABOUT STAGECOACH................................. 49
ADDITIONAL INFORMATION ABOUT PACIFICA................................... 50
FINANCIAL STATEMENTS.................................................... 50
OTHER BUSINESS.......................................................... 51
SHAREHOLDER INQUIRIES................................................... 51
</TABLE>
APPENDICES I - INTERIM WELLS FARGO INVESTMENT
MANAGEMENT, INC. INVESTMENT
ADVISORY AGREEMENTS
II - PRINCIPAL EXECUTIVE OFFICER
AND DIRECTORS OF WELLS FARGO
INVESTMENT MANAGEMENT, INC.
III - AGREEMENT AND PLAN OF
REORGANIZATION
IV - INVESTMENT OBJECTIVES AND
FUNDAMENTAL LIMITATIONS
V - EXPENSE SUMMARIES
VI - COMPARISON OF WFIM AGREEMENTS
AND STAGECOACH ADVISORY
CONTRACTS
VII - SHAREHOLDER TRANSACTIONS AND
SERVICES
VIII - PACIFICA PORTFOLIOS
- 1996 FINANCIAL HIGHLIGHTS
5
<PAGE> 16
SUMMARY
The following is a summary of certain information relating to the interim
investment advisory agreements and the proposed Reorganization, and is qualified
by reference to the more complete information contained elsewhere in this
Combined Proxy Statement/Prospectus, the Prospectuses and Statements of
Additional Information of Pacifica and Stagecoach, and the Appendices attached
hereto.
INTERIM WFIM AGREEMENTS. On April 1, 1996, pursuant to an Agreement and
Plan of Merger, First Interstate Bancorp merged with and into Wells Fargo &
Company ("WF&C") (the "Holding Company Merger"). As a result of the Holding
Company Merger, First Interstate Capital Management, Inc. ("FICM"), the
investment adviser to the Pacifica Portfolios, became an indirect wholly-owned
subsidiary of WF&C, and thereafter changed its name to Wells Fargo Investment
Management, Inc. ("WFIM"). In accordance with the terms of the then current
investment advisory agreements between FICM and the Pacifica Portfolios (the
"FICM Agreements"), and consistent with the requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), this change in control of FICM
resulted in the automatic and immediate termination of the FICM Agreements.
To ensure that this automatic termination would not disrupt the
investment advisory services provided to the Pacifica Portfolios, Pacifica and
FICM obtained an exemptive order from the SEC (the "Order") permitting FICM (now
known as WFIM) to continue to act as investment adviser to the Pacifica
Portfolios after the termination of the FICM Agreements, but prior to obtaining
shareholder approval, under new, interim investment advisory agreements with the
Portfolios (the "Interim WFIM Agreements"). In accordance with the Order, the
Interim WFIM Agreements are subject to ratification and approval by the
shareholders of the Pacifica Portfolios at a meeting to be held within 120 days
after April 1, 1996 (the "Interim Period").
The Trustees of Pacifica now are proposing that the shareholders of
each Pacifica Portfolio ratify and approve the Interim WFIM Agreements. The
Interim WFIM Agreements became effective on April 1, 1996, the effective date of
the Holding Company Merger. Pending the ratification and approval of the Interim
WFIM Agreements, all fees payable under the Agreements are being held in escrow.
Such escrowed fees will be received by WFIM only if the Interim WFIM Agreements
are ratified and approved by Pacifica Portfolio shareholders.
The terms of each Interim WFIM Agreement are identical to the terms of
its corresponding FICM Agreement, except for (i) the change in the names of the
investment adviser and the investment adviser's parent company, (ii) the
effective date, and (iii) the termination date. The advisory fee rates payable
under the Interim WFIM Agreements are identical to those previously payable
under the FICM Agreements. A description of WFIM, the Interim WFIM Agreements
and the services provided by WFIM thereunder is set forth below under the
heading "Information Relating to the Interim WFIM Agreements." Copies of the
Interim WFIM Agreements are attached to this Combined Proxy Statement/Prospectus
as Appendix I. The description of the Interim WFIM
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<PAGE> 17
Agreements is qualified in its entirety by reference to the copies of the
Interim WFIM Agreements attached hereto.
If ratified and approved, the Interim WFIM Agreements will continue in
effect either (i) for a period of one year from April 1, 1996, or (ii) until the
Reorganization is completed (which, subject to various conditions described
herein, is expected to occur on or about August 31, 1996) (the "Closing"),
whichever occurs earlier. It is expected that after the Closing WFB will serve
as investment adviser to each of the Stagecoach Funds. In the event that an
Interim WFIM Agreement is not ratified and approved with respect to a Pacifica
Portfolio, the fees held in escrow with respect to that Portfolio will be
returned to the Portfolio, and Pacifica's Board of Trustees will consider what
actions should be taken with respect to management of the assets of the Pacifica
Portfolio until a new investment advisory agreement is approved by the
shareholders of the Portfolio or the Reorganization occurs.
PACIFICA BOARD CONSIDERATION. In approving the Interim WFIM Agreements
and recommending their ratification and approval to the shareholders of the
Pacifica Portfolios, Pacifica's Board of Trustees considered, among other
things, that the provisions of the Interim WFIM Agreements were substantially
the same, and advisory fee rates were exactly the same, as those of the former
FICM Agreements. In addition, WFIM provided assurances that the investment
advisory services provided to the Pacifica Portfolios during the Interim Period
would not be diminished in scope or quality, and agreed to certain conditions
that were intended to protect the interests of shareholders. See "Information
Relating to the Interim WFIM Agreements - Approval of Pacifica's Board of
Trustees." PACIFICA'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT PACIFICA
SHAREHOLDERS RATIFY AND APPROVE THE INTERIM WFIM AGREEMENTS AND THE RECEIPT OF
INVESTMENT ADVISORY FEES BY WFIM FOR THE PERIOD FROM APRIL 1, 1996 FORWARD.
PROPOSED REORGANIZATION. The Reorganization Agreement provides for: (i)
the transfer of all of the assets and liabilities of each of the 18 Pacifica
Portfolios to Stagecoach in exchange for shares of designated classes of the
corresponding Stagecoach Funds; and (ii) the distribution of these Stagecoach
Fund shares to the shareholders of the Pacifica Portfolios in liquidation of the
Pacifica Portfolios. The Reorganization is subject to a number of conditions
with respect to each Pacifica Portfolio, including the shareholder approvals
described below. Following the Reorganization, it is contemplated that there
would be a winding up of Pacifica's affairs, including the deregistration of
Pacifica as an investment company under the 1940 Act.
As a result of the proposed Reorganization, each shareholder of a
Pacifica Portfolio will become a shareholder of the corresponding Stagecoach
Fund and will hold, immediately after the Closing, shares of the designated
class of the corresponding Stagecoach Fund having a total value equal to the
total value of the shares of the Pacifica Portfolio the shareholder holds
immediately before the Closing. Table I, under "Information Relating to the
Proposed Reorganization -- Description of the
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<PAGE> 18
Reorganization Agreement," shows each class of each Pacifica Portfolio and the
corresponding class of each corresponding Stagecoach Fund.
The Reorganization Agreement provides that the Reorganization may be
abandoned at any time prior to the Closing upon the mutual consent of both
Pacifica and Stagecoach. For further information, see "Information Relating to
the Proposed Reorganization" and "Matters Relating to New Stagecoach Funds." The
net asset value of the Pacifica Asset Preservation Portfolio, unlike that of the
Stagecoach Money Market Mutual Fund, will typically change on a daily basis.
OVERVIEW OF STAGECOACH AND PACIFICA. The investment objectives,
policies and restrictions of the Pacifica Portfolios are, in general, similar to
those of their corresponding Stagecoach Funds. There are, however, differences.
For example, the Pacifica Asset Preservation Fund, which is to be reorganized
into the Stagecoach Money Market Mutual Fund, is not a money market fund. In
this regard, Pacifica Asset Preservation Fund, unlike the Stagecoach Money
Market Mutual Fund, may invest in instruments with maturities of longer than 13
months, and may maintain an average weighted maturity of longer than 90 days. It
also may invest in investment grade securities that are rated below the two
highest rating categories, and may otherwise invest in securities, including
certain types of derivative securities, that are not permissible investments for
the Stagecoach Money Market Mutual Fund, which are expected to be sold prior to
the Reorganization.
The Pacifica Short-Term Government Bond Fund and the Pacifica
Government Income Fund, which are to be reorganized into the Stagecoach
Short-Intermediate U.S. Government Income Fund, invest principally in securities
and instruments that are generally similar in type to those purchased by the
Stagecoach Fund. However, securities purchased by Pacifica Short-Term Government
Bond Fund have an average portfolio maturity of three and one half years or
less, and the Pacifica Government Income Fund has no limit on the maturity of
its portfolio. (As of April 30, 1996, the average portfolio maturity of the
Pacifica Government Income Fund was approximately nine years.) By contrast, the
dollar-weighted effective average maturity of the Stagecoach Short-Intermediate
U.S. Government Income Fund is expected to be between two and five years.
The Pacifica Intermediate Government Bond Fund, unlike the Stagecoach
Ginnie Mae Fund, is not required to invest at least 65% of its assets in GNMA
securities, but may invest all or any part of its assets in the obligations of
other U.S. Government agencies and instrumentalities.
Additional information is provided below under "Comparison of
Stagecoach and Pacifica - Investment Objectives and Policies" and in Appendix IV
to this Combined Proxy Statement/Prospectus, which sets forth the investment
objectives and certain significant investment policies and limitations of the
eight Pacifica Portfolios that will be reorganized into the Existing Stagecoach
Funds. The investment objectives, policies and restrictions of the remaining ten
Pacifica Portfolios are identical in all material respects to the
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<PAGE> 19
corresponding New Stagecoach Funds that are being created in connection with the
Reorganization.
As discussed under "Comparison of Stagecoach and Pacifica - Investment
Adviser and Other Service Providers," Wells Fargo Bank, N.A. ("WFB") currently
serves as the investment adviser to each Existing Stagecoach Fund, and will
serve as the investment adviser to each of the New Stagecoach Funds. Table III,
under "Comparison of Stagecoach and Pacifica - Investment Adviser and Other
Service Providers," shows the investment advisory fees paid by the Pacifica
Portfolios during their latest fiscal year and the investment advisory fees that
would be paid after consummation of the Reorganization. Table III also shows
that in all cases, except with respect to the Pacifica Money Market Fund and
Pacifica Growth Fund, the overall expense ratios of the Stagecoach Funds, after
waivers, are expected to be equal to or less than the overall expense ratios of
the corresponding Pacifica Portfolios. In addition, in this regard, WFB has
agreed that for the period commencing on the Closing and continuing until August
31, 1997, WFB will waive fees and reimburse expenses to the Stagecoach Funds to
the extent necessary to maintain overall expense ratios at the pro forma expense
levels provided in Table III. The Pacifica Portfolios and Stagecoach Funds have
different administrators, distributors, transfer agents, independent auditors
and trustees/directors, as discussed under that Section. Appendix V to this
Combined Proxy Statement/Prospectus provides additional information about the
fees and expenses for each of the Existing Stagecoach Funds and corresponding
Pacifica Portfolios.
As discussed under "Comparison of Stagecoach and Pacifica -- Share
Structure," the Stagecoach Prime Money Market Fund and Treasury Money Market
Fund will offer three classes of shares that will be issued in the
Reorganization called "Institutional Class Shares," "Service Class Shares" and
"Class A Shares." In addition, except as otherwise noted under "Comparison of
Stagecoach and Pacifica -- Share Structure," Stagecoach Money Market Mutual
Fund, Short-Intermediate U.S. Government Income Fund, Ginnie Mae Fund,
California Tax-Free Income Fund, California Tax-Free Bond Fund, Growth and
Income Fund, Arizona Tax-Free Fund, Balanced Fund, Equity Value Fund,
Intermediate Bond Fund, National Tax-Free Fund and Oregon Tax-Free Fund, will
offer two classes of shares that will be issued in the Reorganization called
"Institutional Class Shares" and "Class A Shares". Stagecoach Money Market Trust
will offer a single, unnamed class of shares to institutional customers and
Stagecoach Government Money Market Mutual Fund will offer only Class A Shares.
In general, Institutional Class Shares are sold without a sales charge to
certain customers of banks that are subsidiaries of WF&C and other selected
institutions. Service Class shares of the Stagecoach Funds are sold without a
sales charge to customers of banks that are subsidiaries of WF&C, and other
selected institutions that have entered into shareholder servicing agreements
with Stagecoach. Class A Shares of the Stagecoach Funds (other than the money
market funds) are, generally, sold with a sales charge to the general public as
well as to customers of banks and other institutions. Each of the Pacifica
Portfolios offers separate share classes to institutional and retail investors,
with the exception of the Pacifica Money Market Fund and Government Money Market
Fund, which offer a single class of shares to
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<PAGE> 20
all investors and the Pacifica Money Market Trust which offers a single class of
shares to institutional investors.
With certain exceptions, the purchase, redemption, dividend and other
policies and procedures of the Stagecoach Funds and Pacifica Portfolios are
generally similar. Among the differences between these policies and procedures
is that Investor Shares issued by certain of the Pacifica Portfolios offer
checkwriting redemption privileges; the Stagecoach Funds do not offer this
method of redemption. WFB does, however, offer certain sweep account programs
that offer checkwriting and ATM access to the Stagecoach money market funds.
Additional information concerning these policies and procedures of the Pacifica
Portfolios and the Stagecoach Funds is discussed further under "Comparison of
Stagecoach and Pacifica - Shareholder Transactions and Services" and in Appendix
VII to this Combined Proxy Statement/Prospectus.
Assuming comparable purchase size, the front-end sales charge
applicable to new purchases of Class A Shares of the Stagecoach Funds is, in
most cases, the same as or lower than the front-end sales charge currently
applicable to Investor Shares of the Pacifica Portfolios. However, on certain
large investments, Pacifica, unlike Stagecoach, imposes no front-end sales
charge, although Pacifica does impose a contingent deferred sales charge if such
investments are redeemed within one year of the date of purchase. NO FRONT-END
OR CONTINGENT DEFERRED SALES CHARGE WILL BE IMPOSED ON ANY OF THE STAGECOACH
FUND SHARES THAT ARE ISSUED TO PACIFICA SHAREHOLDERS IN CONNECTION WITH THE
REORGANIZATION.
FEDERAL INCOME TAX CONSEQUENCES. Except with respect to the
Reorganization of the Pacifica Asset Preservation Fund into the Stagecoach
Money Market Mutual Fund (the "Asset Preservation Transaction"), Morrison &
Foerster LLP will issue an opinion as of the Closing to the effect that, based
on certain assumptions, the Reorganization will not give rise to the
recognition of gain or loss for federal income tax purposes to the Pacifica
Portfolios, the Stagecoach Funds or their respective shareholders. Taxable
shareholders of the Pacifica Asset Preservation Fund whose shares are held
directly or in a taxable account and whose basis differs from the value of the
Stagecoach Money Market Mutual Fund shares received by them at the Closing will
recognize a taxable gain or loss for federal income tax purposes. Shareholders
who hold Pacifica Asset Preservation Fund shares in a tax-deferred retirement
account will not recognize taxable gains or losses in the Asset Preservation
Transaction. However, the amount of such gain or loss is expected to be
insignificant and, as discussed further below, the benefits to shareholders
expected to result from the Asset Preservation Transaction are expected to
outweigh the tax consequences. The Pacifica Asset Preservation Fund expects to
sell most or all of its portfolio securities prior to the Closing. The gain
from such dispositions will be distributed to this Portfolio's shareholders
prior to the Reorganization, and will be taxable to shareholders whose shares
are held in taxable accounts. Additional consequences are discussed under
"Information Relating to the Proposed Reorganization - Federal Income Tax
Consequences."
PACIFICA AND STAGECOACH BOARD CONSIDERATION. In reviewing the proposed
Reorganization, the Boards of Pacifica and Stagecoach considered the potential
impact of the Reorganization on their respective shareholders, including (i) the
terms and conditions
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<PAGE> 21
of the Reorganization Agreement, including provisions intended to avoid the
dilution of shareholder interests; (ii) the capabilities, practices and
resources of the organizations that provide investment advisory and certain
other services to the Funds, and the terms on which these services are provided;
(iii) the shareholder services provided to Pacifica shareholders, compared with
the shareholder services provided to Stagecoach shareholders; (iv) the
investment objectives, policies and limitations of the Portfolios and the Funds;
and the shareholder services offered by them; (v) the historical investment
performance of the Portfolios and the Funds; and (vi) the historical and
projected operating expenses of the Portfolios and the Funds; and (vii) the
anticipated tax consequences of the Reorganization. See "Information Relating to
the Proposed Reorganization - Board Consideration."
Based upon their evaluations of the information presented to them, and
in light of their fiduciary duties under Federal and state law, the Board of
Trustees of Pacifica and the Board of Directors of Stagecoach, including all of
the non-interested members of each Board, have determined that the proposed
Reorganization is in the best interests of the shareholders of each Pacifica
Portfolio and each Stagecoach Fund, respectively, and that the interests of the
shareholders of the respective Portfolios and Funds will not be diluted as a
result of the Reorganization. PACIFICA'S BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS THAT THE PACIFICA SHAREHOLDERS APPROVE THE REORGANIZATION AGREEMENT.
PRINCIPAL RISK FACTORS. Because of the similarities of the investment
objectives, policies and restrictions of the Pacifica Portfolios and their
corresponding Stagecoach Funds, management believes that, except for the
Pacifica Asset Preservation Fund, an investment in a Stagecoach Fund involves
risks that are generally similar to those of the corresponding Pacifica
Portfolio. These investment risks, in general, are those typically associated
with investing in a portfolio of high quality, short-term money market
instruments in the case of the money market portfolios; government or investment
grade bonds in the case of the taxable and tax-exempt bond portfolios; and
common and preferred stocks in the case of the equity portfolios.
As stated above, unlike the Stagecoach Money Market Mutual Fund, the
Pacifica Asset Preservation Fund is not a money market fund and, in general, is
subject to greater credit and interest rate risks than a money market fund in an
effort to achieve a greater return to its investors than the return typically
achieved by a money market fund. In addition, the Pacifica Asset Preservation
Fund is not subject to the more stringent SEC regulations that apply to money
market funds with respect to portfolio diversification, liquidity, quality and
maturity.
The Pacifica Government Income Fund, Pacifica Short-Term Government
Bond Fund and the corresponding Stagecoach Short-Intermediate U.S. Government
Income Fund each observe different average portfolio maturity limitations.
Accordingly, to the extent that the dollar weighted effective average portfolio
maturity of the Stagecoach Short-Intermediate U.S. Government Income Fund is
more or less than that of a corresponding Pacifica Fund, a shareholder's
exposure to interest rate risk can be
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<PAGE> 22
generally more or less than that which the shareholder would have had as a
Pacifica Portfolio shareholder.
In addition, as stated above, unlike the Ginnie Mae Fund, the policies
of the Pacifica Intermediate Government Bond Fund do not require it to invest at
least 65% of its assets in GNMA securities during normal market conditions, but
rather permit the portfolio to invest all or any part of its assets in the
obligations of other U.S. Government agencies and instrumentalities. Unlike GNMA
securities, securities issued by other U.S. Government agencies and
instrumentalities may not be supported by the full faith and credit of the
United States.
Although the money market Portfolios and Funds offered by Pacifica and
Stagecoach seek to maintain a stable net asset value of $1.00 per share, there
is no assurance they will be able to do so. The price per share of the other
Portfolios and Funds will fluctuate with changes in value of their investments.
Certain Portfolios and Funds may seek to achieve their investment objectives
through investments in securities of foreign issuers that involve risks not
typically associated with U.S. issuers; debt securities within the lowest
investment grade ratings category which have speculative characteristics; and
certain options, futures and currency swap strategies. The policy of Pacifica's
and Stagecoach's state tax-exempt Portfolios and Funds to invest primarily in
municipal obligations of a particular state, and the status of each such
portfolio as a non-diversified Portfolio or Fund, presents greater risks than
diversified Portfolios or Funds. The California tax-exempt Portfolios and Funds
invest in [ ] which present certain risks as discussed in the enclosed
prospectus for the Stagecoach California Tax-Free Bond Fund and California
Tax-Free Income Fund.
VOTING INFORMATION. This Combined Proxy Statement/Prospectus is being
furnished in connection with the solicitation of proxies by Pacifica's Board of
Trustees for a Special Meeting of Shareholders to be held at the offices of
_______________ _______________ on July 16, 1996 at _____ A.M. _____ Time. (This
special meeting and any adjournment(s) thereof are referred to as the
"Meeting".) Only shareholders of record at the close of business on May 30, 1996
will be entitled to vote at the Meeting. Each whole or fractional share is
entitled to a whole or fractional vote. Shares represented by a properly
executed proxy will be voted in accordance with the instructions thereon or, if
no specification is made, the persons named as proxies will vote in favor of
each proposal set forth in the Notice of Meeting. Proxies may be revoked at any
time before they are exercised by submitting to Pacifica a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
voting in person. For additional information, including a description of the
shareholder votes required for approval of the Interim WFIM Agreements and the
Reorganization Agreement, see "Information Relating to Voting Matters."
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<PAGE> 23
INFORMATION RELATING TO THE INTERIM WFIM AGREEMENTS
THE MERGER OF FIRST INTERSTATE BANCORP INTO WF&C. On April 1, 1996,
pursuant to an Agreement and Plan of Merger, First Interstate Bancorp merged
with and into WF&C. As a result of this Holding Company Merger, FICM, the
investment adviser to the Pacifica Portfolios, became an indirect wholly-owned
subsidiary of WF&C and thereafter changed its name to WFIM. In accordance with
the terms of the FICM Agreements and consistent with the requirements of the
1940 Act, this change in control of FICM resulted in the automatic and immediate
termination of the FICM Agreements. The FICM Agreement for the Pacifica Money
Market Fund, Government Money Market Fund, Asset Preservation Fund, Government
Income Fund, California Tax-Exempt Fund, California Short-Term Tax-Exempt Fund,
Equity Value Fund and Balanced Fund was dated as of March 18, 1994. This
agreement was approved by the shareholders of these Pacifica Portfolios at a
meeting called on January 24, 1994, and was last approved by the Pacifica Board
of Trustees on February 22, 1996. The FICM Agreement for the Pacifica Prime
Money Market Fund and Treasury Money Market Fund was dated as of October 1,
1994. This agreement was approved by the shareholders of each of these Pacifica
Portfolios on September 30, 1994, and was last approved by the Pacifica Board of
Trustees on February 22, 1996. The FICM Agreement for the Pacifica Money Market
Trust, Short-Term Government Bond Fund, Intermediate Government Bond Fund,
Intermediate Bond Fund, Oregon Tax-Exempt Fund, Arizona Tax-Exempt Fund,
National Tax-Exempt Fund and Growth Fund was dated as of October 1, 1995. This
agreement was approved by the Pacifica Board of Trustees on August 7, 1995 and
by the shareholders of the Pacifica Money Market Trust, Short-Term Government
Bond Fund, Intermediate Bond Fund, Arizona Tax-Exempt Fund, National Tax-Exempt
Fund and Growth Fund on September 30, 1995; by the shareholders of the Oregon
Tax-Exempt Fund on October 11, 1995; and by the shareholders of the Intermediate
Government Bond Fund on November 15, 1995. Table III, under "Comparison of
Stagecoach and Pacifica -- Investment Adviser and Other Service Providers,"
shows for their latest fiscal years the advisory fees actually paid to FICM by
the Pacifica Portfolios after waivers, the effective rate of such payments and
the contractual rate that FICM was entitled to receive.
To ensure that this automatic termination would not disrupt the
investment advisory services provided to the Pacifica Portfolios, Pacifica and
FICM filed an exemptive application with the SEC on February 9, 1996 and an
amendment on February 29, 1996. This application requested that the SEC permit
WFIM to act as investment adviser to the Pacifica Portfolios after the
termination of the Interim FICM Agreements, but prior to obtaining the approval
of the shareholders of the Pacifica Portfolios, of the Interim WFIM Agreements.
In this connection, this application also requested that the SEC permit WFIM to
receive fees during the Interim Period from each Pacifica Portfolio, under the
Interim WFIM Agreements, subject to approval by Pacifica's shareholders at a
meeting to be held no later than July 29, 1996. In connection with this
application, WFIM agreed to take steps to ensure that the scope and quality of
the investment advisory services will be the same during the Interim Period as
previously provided to Pacifica. WFIM has also agreed that, if there are any
portfolio manager
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<PAGE> 24
changes during the Interim Period, the Board of Trustees of Pacifica will be
consulted. The requested Order was granted by the SEC on March 27, 1996.
THE INTERIM WFIM AGREEMENTS. As a result of the automatic termination
of the FICM Agreements as described above, the Trustees are proposing that the
shareholders of the Pacifica Portfolios ratify and approve the Interim WFIM
Agreements. The Interim WFIM Agreements became effective on April 1, 1996, the
effective time of the Holding Company Merger. Pending such ratification and
approval, in accordance with the conditions of the Order, all fees payable by
the Pacifica Portfolios under the Interim WFIM Agreements are being held in
escrow. Such escrowed fees will be received by WFIM only if the Interim WFIM
Agreements are ratified and approved by the Pacifica Portfolio shareholders. If
ratified and approved, the Interim WFIM Agreements will continue in effect for a
period of one year from April 1, 1996, or until the Closing (which, subject to
various conditions described herein, is expected to occur on or about August 31,
1996), whichever occurs earlier. In the event an Interim WFIM Agreement is not
ratified and approved with respect to a Pacifica Portfolio, in accordance with
the conditions of the Order, the escrowed fees payable by that Portfolio will be
returned to the Portfolio and Pacifica's Board of Trustees will consider what
actions should be taken with respect to management of the assets of the Pacifica
Portfolio until a new investment advisory agreement is approved by the
shareholders of the Portfolio or the Reorganization occurs.
As more fully described below, the terms of each Interim WFIM Agreement
are identical to the terms of its corresponding FICM Agreement, except for (i)
the change in the names of the investment adviser and its parent corporation,
(ii) the effective date and (iii) the termination date. The advisory fee rates
payable under the WFIM Agreements are identical to those payable under the FICM
Agreements. Copies of the Interim WFIM Agreements are attached to this Combined
Proxy Statement/Prospectus as Appendix I.
Pursuant to the Interim WFIM Agreements, WFIM agrees to provide a
continuous investment program for the Pacifica Portfolios in accordance with
their respective investment objectives and policies, make all investment
decisions for the Pacifica Portfolios, and place purchase and sale orders for
portfolio transactions. Responsibilities under the Interim WFIM Agreements also
include providing research and management with respect to all securities,
investments, cash and cash equivalents held by the Pacifica Portfolios;
maintaining books and records with respect to each Pacifica Portfolio's
securities transactions; and rendering to Pacifica's Board of Trustees such
periodic and special reports as the Board may request. The Interim WFIM
Agreements provide that WFIM will pay its own expenses incurred in connection
with its activities under the Interim WFIM Agreements. Expenses expressly borne
by the Pacifica Portfolios include brokerage and transaction fees and
commissions.
Pursuant to the Interim WFIM Agreements, WFIM agrees to select
broker-dealers in accordance with applicable law. In assessing the terms
available for any transaction, WFIM may consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of
14
<PAGE> 25
the broker-dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. In addition, the Interim
WFIM Agreements authorize WFIM to cause the Pacifica Portfolios to pay a
broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that WFIM determines in good faith that
the commission is reasonable in relation to the value of the brokerage and
research services provided by the broker-dealer, viewed in terms of either the
particular transaction or overall responsibilities of WFIM to the Pacifica
Portfolios. Such brokerage and research services might consist of reports and
statistics on specific companies or industries, general summaries of groups of
stocks or bonds and their comparative earnings and yields, or broad overviews of
the securities markets and the economy.
Supplementary research information so received is in addition to, and
not in lieu of, services required to be performed by WFIM and does not reduce
the advisory fees payable to WFIM by the Pacifica Portfolios. It is possible
that certain of the supplementary research or other services received will
primarily benefit one or more other investment companies or other accounts for
which WFIM exercises investment discretion. Conversely, a Pacifica Portfolio may
be the primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other investment company or account.
Portfolio securities will not be purchased from or sold to WFIM,
Pacifica's distributor or any affiliated person (as defined in the 1940 Act) of
the foregoing companies except to the extent permitted by an SEC exemptive order
or by applicable law. WFIM may, however, cause the Pacifica Portfolios to pay
brokerage commissions to an affiliate of WFIM or Pacifica's distributor on
securities acquired by the Pacifica Portfolios.
Investment decisions for each Pacifica Portfolio and for other
investment accounts managed by WFIM are made independently of each other in
light of differing conditions. However, the same investment decision may be made
for two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then allocated in a manner believed by WFIM
to be equitable to each such account. While in some cases this practice could
have a detrimental effect on the price or value of the security as far as a
Pacifica Portfolio is concerned, in other cases it may be beneficial to such a
Portfolio. To the extent permitted by law, WFIM may aggregate the securities to
be sold or purchased for a Pacifica Portfolio with those to be sold or purchased
for other investment companies or accounts in executing transactions.
If the total expenses borne by a Pacifica Portfolio in any fiscal year
exceed the expense limitations imposed by applicable state securities
regulations, WFIM will bear a portion of such excess as stated in the Interim
WFIM Agreements. To Pacifica's knowledge, as of the date hereof, the most
restrictive expense limitation applicable to the Pacifica Portfolios limits each
Portfolio's aggregate annual expenses (as defined by applicable regulations) to
2-1/2% of the first $30 million of its average net assets, 2% of the next $70
million of its average net assets, and 1-1/2% of its remaining net assets.
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The Interim WFIM Agreements provide that WFIM will not be liable for
any error of judgment or for any loss suffered by Pacifica in connection with
the performance of the WFIM Agreements, except a loss resulting from willful
misfeasance, bad faith or gross negligence on WFIM's part in the performance of
its duties or from reckless disregard by WFIM of its obligations and duties
under the Interim WFIM Agreements. In addition, the Interim WFIM Agreements do
not limit WFIM's liability for loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services.
The WFIM Agreements provide that, unless sooner terminated, they will
continue in effect with respect to the Pacifica Portfolios until March 31, 1997
and thereafter for successive annual terms, provided that such successive terms
are specifically approved at least annually (a) by a vote of a majority of those
members of Pacifica's Board of Trustees who are not "interested persons" (as
defined in the 1940 Act) of any party to the Interim WFIM Agreements, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the vote of the entire Board of Trustees of Pacifica or, with respect to a
particular Pacifica Portfolio, a vote of a majority of the outstanding shares of
such Portfolio.
The Interim WFIM Agreements provide that they will terminate
immediately in the event of their assignment and that they are terminable with
respect to a Pacifica Portfolio at any time without penalty by Pacifica (either
by vote of the Trustees or by vote of a majority of the outstanding shares of
such Portfolio), or by WFIM, on sixty days' written notice. To the extent
required by the 1940 Act, the Interim WFIM Agreements may not be amended as to a
Pacifica Portfolio without the approval of the shareholders of such Portfolio.
INFORMATION REGARDING WFIM. Prior to the Holding Company Merger, WFIM
(then known as FICM) was a wholly-owned subsidiary of First Interstate Bank of
California, which, in turn, was a wholly-owned subsidiary of First Interstate
Bancorp, a multi-bank holding company. FICM served as investment adviser to the
Pacifica Portfolios pursuant to the FICM Agreements. Upon consummation of the
Holding Company Merger, FICM became an indirect wholly-owned subsidiary of WFB,
which, in turn, is a wholly-owned subsidiary of WF&C, a bank holding company
whose shares are publicly traded. Thereafter, FICM changed its name to WFIM.
WFIM is organized as a corporation under the laws of the State of
California, and is registered as an investment adviser with the SEC under the
Investment Advisers Act of 1940. In addition to serving as the investment
adviser to the Pacifica Portfolios, WFIM acts as investment adviser to
individuals, trusts, estates and institutions and as investment adviser to the
various separate portfolios of Pacifica Variable Trust, a registered investment
company whose shares are offered exclusively to insurance company separate
accounts. WFIM is entitled to receive advisory fees from the portfolios of
Pacifica Variable Trust as follows:
16
<PAGE> 27
<TABLE>
<CAPTION>
Name of Pacifica Net Assets as of Contractual
Variable Trust Portfolio March 29, 1996 Advisory Fee Rate
- ------------------------ -------------- -----------------
<S> <C> <C>
Balanced Fund $5,537,753 0.75%
Emerging Growth Fund $6,183,667 0.75%
Equity Value Fund $5,979,442 0.75%
Intermediate Bond Fund $5,056,325 0.65%
Money Market Fund $5,070,080 0.60%
</TABLE>
As of April 30, 1996, WFIM had approximately $5.5 billion of assets
under management. WFIM's main offices are located at 7501 E. McCormick Parkway,
Scottsdale, Arizona 85258. WFB has indicated that it plans to relocate the main
offices of WFIM to 444 Market Street, San Francisco, California 94111 in the
near future. Appendix II identifies the principal executive officers and the
directors of WFIM.
No officer or Trustee of Pacifica is an officer, employee, director,
general partner or shareholder of WFIM or any of its affiliates. In addition, no
Trustee of Pacifica has any material interest in any material transaction in
which WFIM or its affiliates is a party. In addition, WFB and WFIM have advised
Pacifica that they are not aware of any financial condition that would be
reasonably likely to impair the financial ability of WFIM to fulfill its
commitments to the Pacifica Portfolios under the Interim WFIM Agreements.
PAYMENTS TO WFIM AFFILIATES. Affiliates of WFIM have also served as
custodian for certain Pacifica Portfolios during the fiscal year ended September
30, 1995 and have received fees pursuant to certain distribution and/or
shareholder service plans that have been in effect during such year. The table
below sets forth the amounts of the payments made to such affiliates by the
Pacifica Portfolios.
<TABLE>
<CAPTION>
=========================================================================================
DISTRIBUTION PLAN SHAREHOLDER
PACIFICA PORTFOLIO CUSTODY FEES FEES SERVICING FEES
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Asset Preservation Fund $ 41,692 0
- -----------------------------------------------------------------------------------------
Balanced Fund $ 55,767 0
- -----------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund $ 16,224 0
- -----------------------------------------------------------------------------------------
California Tax-Exempt Fund $ 72,848 0
- -----------------------------------------------------------------------------------------
Equity Value Fund $ 75,337 0
- -----------------------------------------------------------------------------------------
Government Income Fund $ 56,544 0
- -----------------------------------------------------------------------------------------
Government Money Market Fund $ 73,086 $ 44,864
- -----------------------------------------------------------------------------------------
Money Market Fund $ 84,131 $ 19,383
- -----------------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 28
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------
Prime Money Market Fund $ 67,459 $0 $ 894,783
- -----------------------------------------------------------------------------------------
Treasury Money Market Fund $108,325 $0 $1,461,455
=========================================================================================
</TABLE>
In addition, for the sixteen-month period ended September 30, 1995,
affiliates of WFIM received payments under a distribution plan from the Pacifica
Short-Term Government Bond Fund, Intermediate Government Bond Fund and Growth
Fund in the amounts of [$8,230], [$18,579] and [$0], respectively.
It is expected that affiliates of WFIM will continue to receive
custody, distribution and shareholder servicing fees from the Pacifica
Portfolios until the Reorganization.
AFFILIATED BROKER COMMISSIONS. During the fiscal year ended September
30, 1995, the Pacifica Portfolios paid no brokerage commissions in connection
with purchases and sales of portfolio securities to any parties that would be
treated as an affiliated broker as defined in Item 22(a)(1)(ii) of Schedule 14A
under the Securities Exchange Act of 1934, as amended.
SECTION 15(f) OF THE 1940 ACT. WF&C has agreed to use its best efforts
to meet the requirements for the statutory exemption offered by Section 15(f) of
the 1940 Act to an investment adviser that receives "any amount or benefit" in
connection with the sale of interests that constitute a "change in control" of
the adviser, provided it will not be required to do so to the extent that the
SEC issues an exemptive order relative to Section 15(f) with respect to the
Reorganization. The statutory exemption under Section 15(f) is available
provided two conditions are satisfied: (1) for a three-year period following the
transaction, Pacifica or its successor (which, assuming the Reorganization is
consummated, may include Stagecoach) maintains a Board of Trustees at least 75%
of whose members are not "interested persons" of the predecessor or successor
investment adviser (the "75% Standard"), and (2) no "unfair burden" is imposed
on Pacifica as a result of the transaction. As defined in the 1940 Act, an
"unfair burden" includes any arrangement during the two-year period after the
change in control whereby the investment adviser (or predecessor or successor
adviser), or any interested person of such adviser, receives or is entitled to
receive any compensation directly or indirectly, from the investment company or
its security holders (other than fees for bona fide investment advisory or other
services), or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of, the investment company
(other than fees for bona fide principal underwriting services provided to the
investment company). No such prohibited compensation arrangements are
contemplated in connection with either the Holding Company Merger or the
Reorganization.
At the Closing, it is possible that Stagecoach would have to comply
with the 75% Standard in order for Section 15(f) to be available. Without
conceding the applicability of the 75% Standard, Stagecoach has filed an
application with the SEC requesting relief from the 75% Standard to the extent
the composition of its Board of Directors does not meet
18
<PAGE> 29
the 75% Standard. To the extent that the SEC grants the relief requested,
Stagecoach will not have to comply with the 75% Standard.
APPROVAL OF PACIFICA'S BOARD OF TRUSTEES. As described above, the FICM
Agreements that were previously in effect for the Pacifica Portfolios
automatically terminated on April 1, 1996 as a result of the Holding Company
Merger. In anticipation of this termination, and in order to minimize any
potential disruption of the advisory services provided to the Pacifica
Portfolios, on February 1, 1996 the Pacifica Board of Trustees authorized the
filing of the exemptive application described above with the SEC in order to
permit FICM to continue to act as investment adviser to the Pacifica Portfolios
after April 1, 1996 but prior to obtaining shareholder approval. In addition, at
meetings held on February 22, 1996 and March 27, 1996, Pacifica's Board of
Trustees, including all of the Trustees who are not interested persons (as that
term is defined in the 1940 Act) of Pacifica, FICM or WFB (the "Non-Interested
Trustees"), approved new investment advisory agreements with FICM (which later
changed its name to WFIM) that became effective upon the consummation of the
Holding Company Merger on April 1, 1996. If approved by shareholders at the
Meeting, these agreements will continue in effect for the remainder of the
Interim Period and terminate upon the consummation of the Reorganization, at
which point they will no longer be needed since all Pacifica Portfolios will
have been combined with Stagecoach Funds.
In considering whether to approve the new investment advisory
agreements (called the "Interim WFIM Agreements") and to submit the agreements
to shareholders for their approval, the Board of Trustees considered the
following factors: (1) WFIM's representations that it would provide investment
advisory and other services to the Pacifica Portfolios of a scope and quality at
least equivalent, in the Board's judgment, to the scope and quality of services
previously provided to the Portfolios; (2) the substantially same terms and
conditions contained in the Interim WFIM Agreements as compared to the prior
FICM Agreements; (3) the assurances provided to the Board that the Pacifica
Portfolios would receive during the Interim Period the same investment advisory
services, provided in the same manner, as they received under the FICM
Agreements; and (4) WFIM's representation that in the event of any material
change in personnel providing services under the Interim WFIM Agreements during
the Interim Period, the Board of Trustees of Pacifica would be consulted for the
purpose of assuring themselves that the services provided would not be
diminished in scope or quality. Additionally, the Trustees considered the
benefits that would be obtained by the Pacifica Portfolios in maintaining
continuity in investment advisory services for the Portfolios during the Interim
Period, and determined that continuity was advantageous to the Portfolios as it
would serve to minimize uncertainty and confusion, and would minimize any
potential disruption in the advisory services provided to the Pacifica
Portfolios resulting from the Holding Company Merger.
Based on the foregoing factors, which were considered material by the
Pacifica Board of Trustees, the Trustees concluded that approval of the Interim
WFIM Agreements was in the best interests of the Pacifica Portfolios and their
shareholders. The Board of Trustees further concluded that payment of the
investment advisory fees under
19
<PAGE> 30
the Interim WFIM Agreements during the Interim Period would be appropriate and
fair considering that (1) the fees to be paid, and the services to be provided
therefor, would be unchanged under the FICM Agreements; (2) the fees would be
maintained in an interest-bearing escrow account until payment was approved or
disapproved by Pacifica's shareholders; (3) because of the relatively short
period for the consummation of the Holding Company Merger, there was
insufficient time to seek prior shareholder approval of the Interim WFIM
Agreements; and (4) the non-payment of investment advisory fees during the
Interim Period would be an unduly harsh result to WFIM in view of the services
provided by WFIM to the Pacifica Portfolios, and the expenses incurred in
connection with such services, under the Interim WFIM Agreements.
Each Pacifica Portfolio will vote separately on a
portfolio-by-portfolio basis with respect to the approval of the Interim WFIM
Agreements. PACIFICA'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT PACIFICA
SHAREHOLDERS RATIFY AND APPROVE THE INTERIM WFIM AGREEMENTS AND THE RECEIPT OF
INVESTMENT ADVISORY FEES BY WFIM FOR THE PERIOD FROM APRIL 1, 1996 FORWARD.
INFORMATION RELATING TO THE PROPOSED REORGANIZATION
The terms and conditions of the Reorganization are set forth in the
Reorganization Agreement. Significant provisions of the Reorganization Agreement
are summarized below; however, this summary is qualified in its entirety by
reference to the Reorganization Agreement, a copy of which is attached as
Appendix III to this Combined Proxy Statement/Prospectus.
DESCRIPTION OF THE REORGANIZATION AGREEMENT. The Reorganization
Agreement provides that at the Closing the assets and liabilities of the
Pacifica Portfolios will be transferred to corresponding Stagecoach Funds in
exchange for full and fractional shares of the Stagecoach Funds as shown in the
following table.
20
<PAGE> 31
TABLE I
PORTFOLIOS AND CORRESPONDING FUNDS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------
- ------------------------------------------------------------------------------------------------
<S> <C>
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Asset Preservation Fund -- Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Asset Preservation Fund -- Money Market Mutual Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Balanced Fund -- Balanced Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Balanced Fund -- Balanced Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Equity Value Fund -- Equity Value Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Equity Value Fund -- Equity Value Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 32
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------
- ------------------------------------------------------------------------------------------------
<S> <C>
Government Income Fund -- Short-Intermediate U.S. Government Income
Institutional Shares Fund --
Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Government Income Fund -- Short-Intermediate U.S. Government
Investor Shares Income Fund --
Class A Shares
- ------------------------------------------------------------------------------------------------
Government Money Market Fund Government Money Market Mutual Fund --
Class A Shares
- ------------------------------------------------------------------------------------------------
Growth Fund -- Growth and Income Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Growth Fund -- Growth and Income Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Intermediate Bond Fund -- Intermediate Bond Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Intermediate Bond Fund -- Intermediate Bond Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Money Market Fund Money Market Mutual Fund --
Class A Shares
- ------------------------------------------------------------------------------------------------
Money Market Trust Money Market Trust
- ------------------------------------------------------------------------------------------------
National Tax-Exempt Fund -- National Tax-Free Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
National Tax-Exempt Fund -- National Tax-Free Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Oregon Tax-Exempt Fund -- Oregon Tax-Free Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Oregon Tax-Exempt Fund -- Oregon Tax-Free Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE> 33
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------
- ------------------------------------------------------------------------------------------------
<S> <C>
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Service Shares Service Class Shares
- ------------------------------------------------------------------------------------------------
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income
Institutional Shares Fund --
Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income
Investor Shares Fund --
Class A Shares
- ------------------------------------------------------------------------------------------------
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- ------------------------------------------------------------------------------------------------
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Investor Shares Class A Shares
- ------------------------------------------------------------------------------------------------
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Service Shares Service Class Shares
- ------------------------------------------------------------------------------------------------
</TABLE>
The shares issued by each Stagecoach Fund in the Reorganization will
have an aggregate value equal to the aggregate value of the shares of the
respective Pacifica Portfolios that are outstanding immediately before the
Closing. Immediately after the Closing, the Pacifica Portfolios will distribute
the shares of the Stagecoach Funds received in the Reorganization to their
shareholders in liquidation of the Pacifica Portfolios. Each shareholder owning
shares of a particular Pacifica Portfolio at the Closing will receive shares of
the designated class of the corresponding Stagecoach Fund (as specified in the
foregoing table) of equal value, and will receive any unpaid dividends or
distributions that were declared before the Closing on Pacifica Portfolio
shares. Stagecoach will establish an account for each former shareholder of the
Pacifica Portfolios reflecting the appropriate number of Stagecoach Fund shares
distributed to the shareholder. These accounts will be identical to the accounts
currently maintained by Pacifica for each shareholder. Shares of the Stagecoach
Funds are in uncertificated form.
Upon completion of the Reorganization, all outstanding shares of the
Pacifica Portfolios will be redeemed and canceled in exchange for shares of the
Stagecoach Funds distributed, and Pacifica will wind up its affairs and be
deregistered as an investment company under the 1940 Act. The stock transfer
books of the Pacifica Portfolios will be permanently closed as of the close of
business on the business day immediately preceding the Closing. Exchange or
redemption requests received thereafter will be deemed to be exchange or
redemption requests for shares of the Stagecoach Funds distributed to the former
shareholders of the Pacifica Portfolios.
23
<PAGE> 34
The Reorganization is subject to a number of conditions, including
approval of the Reorganization Agreement by Pacifica shareholders; the receipt
of certain legal opinions described in the Reorganization Agreement (which
include an opinion of counsel to Stagecoach that the Stagecoach Fund shares
issued in the Reorganization will be validly issued, fully paid and
non-assessable); the receipt of certain certificates from the parties concerning
the continuing accuracy of the representations and warranties in the
Reorganization Agreement; the receipt of letters from the independent public
accountants of Pacifica and Stagecoach regarding various financial matters; and
the parties' performance in all material respects of their respective agreements
and undertakings in the Reorganization Agreement. The Reorganization Agreement
provides that, upon notice from Stagecoach, a Pacifica Portfolio must
immediately sell any portfolio security identified by Stagecoach as
impermissible under the investment policies, objectives and limitations of the
Stagecoach Fund into which the Pacifica Portfolio is to be reorganized. Such a
sale could result in taxable capital gains for a Pacifica Portfolio and its
shareholders. Assuming satisfaction of the conditions in the Reorganization
Agreement, the Closing will be effective on August 31, 1996 or such other date
as agreed to by the parties. The Reorganization Agreement also provides that if
the difference between the per share net asset value of a Pacifica Portfolio
that is a money market fund and its corresponding Stagecoach Fund equals or
exceeds $.0025 at the close of business on the day preceding the time at which
the Reorganization is to be effective, as computed using the market values of
such portfolios' assets, either party may postpone the Closing with respect to
such portfolios until such time as the per share difference is less than $.0025.
The Reorganization Agreement provides that Pacifica and Stagecoach will
each be responsible for its own expenses incurred in connection with the
Reorganization. However, WFB has undertaken to bear any Reorganization expenses
incurred by the Pacifica Portfolios and Stagecoach Funds, including the costs
associated with this Proxy Statement/Prospectus and the Meeting, but not
including share registration expenses.
The Reorganization may be abandoned at any time prior to the Closing
upon the mutual consent of both Pacifica and Stagecoach. The Reorganization
Agreement provides further that at any time before or (to the extent permitted
by law) after approval of the agreement by the shareholders of Pacifica (i) the
parties may, by written agreement authorized by their respective Boards of
Trustees/Directors and with or without the approval of their shareholders, amend
any of the provisions of the Reorganization Agreement and (ii) either party may
waive any default by the other party or the failure to satisfy any of the
conditions to its obligations (the waiver to be in writing and authorized by the
Board of Trustees/Directors of the waiving party with or without the approval of
such party's shareholders).
PACIFICA BOARD CONSIDERATION. At its February 22, 1996 meeting at which
the Interim WFIM Agreements described on page ___ were approved, the Pacifica
Board of Trustees was advised that WFB was also considering the possibility of
consolidating the Pacifica Portfolios with the Stagecoach Funds following the
Holding Company Merger. Following that meeting, WFB provided information
requested by the Board relating to the possible consolidation of the two fund
groups, and at a meeting of the Pacifica Board of
24
<PAGE> 35
Trustees held on March 27-28, 1996 WFB presented a preliminary reorganization
proposal. The preliminary proposal was considered in depth by the Board at the
March meeting, after which the Trustees requested additional information from
WFB along with modification to the reorganization proposal. This additional
information and a modified reorganization proposal were reviewed in detail by
the Pacifica Board of Trustees at meetings held on April 18, 1996 and April 24,
1996. A final proposal that the Pacifica Portfolios be reorganized into the
Stagecoach Funds as set forth in the Reorganization Agreement, was unanimously
approved by the Board of Trustees of Pacifica on [MAY 17, 1996].
In connection with its approval of the Reorganization, Pacifica's Board
of Trustees considered that, as a result of the Holding Company Merger, most of
the shareholders of both the Pacifica Portfolios and Stagecoach Funds were
currently customers of WFB and its affiliates. The Board considered WFB's belief
that the Reorganization would eliminate duplicative shareholder costs and market
overlap, facilitate the consolidation of WFB's managerial resources and enhance
generally operational efficiencies and focus with respect to the mutual funds
advised by WFB.
During its deliberations, Pacifica's Board of Trustees (with the advice
and assistance of independent counsel) reviewed, among other things: (1) the
potential effect of the Reorganization on the shareholders of the Pacifica
Portfolios; (2) the capabilities, practices and resources of WFB and
Stagecoach's other service contractors; (3) the investment advisory and other
fees paid by the Stagecoach Funds, and the historical and projected expense
ratios of the Stagecoach Funds as compared to those of the Pacifica Portfolios;
(4) the expected cost-savings for certain of the Pacifica Portfolios as a result
of the Reorganization; (5) the investment objectives, policies and limitations
of the Stagecoach Funds and their relative compatibility with those of the
Pacifica Portfolios as discussed further in this Combined Proxy
Statement/Prospectus; (6) the historical investment performance records of the
Pacifica Portfolios and the Existing Stagecoach Funds; (7) the shareholder
services offered by Stagecoach; (8) the terms and conditions of the
Reorganization Agreement, including those provisions that were intended to avoid
dilution of the interests of Pacifica's shareholders; (9) the anticipated tax
consequences of the Reorganization for the respective Pacifica Portfolios and
their shareholders; (10) the greater number of investment portfolio options that
would be available to shareholders after the Reorganization; and (11) the sales
loads applicable to Stagecoach's Class A Shares as compared to the sales loads
applicable to Pacifica's Investor Shares; and (12) the governance structure of
Stagecoach's Board of Directors.
In connection with the foregoing, Pacifica's Board of Trustees noted
that Stagecoach had undertaken to create the ten New Stagecoach Funds that have
investment objectives and policies similar to those of their corresponding
Pacifica Portfolios. In addition, Stagecoach had undertaken to create additional
share classes in both the Existing and New Stagecoach Funds in order to
accommodate both the institutional and retail shareholders who had invested in
Pacifica.
25
<PAGE> 36
Pacifica's Board of Trustees also noted WFB's offer to pay the expenses
incurred by Pacifica and Stagecoach in connection with the Reorganization, and
WFB's written commitment that it would waive fees and reimburse expenses to the
extent necessary so that after the Closing and until August 31, 1997 the
ordinary operating expense ratios of the Stagecoach Funds (excluding interest,
taxes, brokerage commissions, litigation expenses and extraordinary expenses) do
not exceed the pro forma expense ratios set forth in Appendix V to this Combined
Proxy Statement/Prospectus. These ordinary operating expense ratios are the same
as, or lower than, those currently apply to the respective Pacifica Portfolios,
except the Pacifica Growth Fund and the Pacifica Money Market Fund. With respect
to the Pacifica Growth Fund, WFB has committed to maintain the ordinary
operating expense ratio of the Institutional and Class A Shares of the
corresponding Stagecoach Growth and Income Fund at 0.90% (annualized) through
September 30, 1996 (which is the current ordinary operating expense ratio of
both Institutional and Retail Shares of the Pacifica Growth Fund), and
thereafter to maintain the annualized ordinary operating expense ratios of the
Institutional and Class A Shares of the Stagecoach Growth and Income Fund at
1.13% and 1.18%, respectively, until August 31, 1997. In considering this
commitment, Pacifica's Board of Trustees noted that a portion of the expenses of
the Pacifica Growth Fund were currently being reimbursed; that without these
reimbursements the annualized ordinary operating expense ratio of the Pacifica
Growth Fund would be approximately 1.65% and 1.98% for Institutional and Retail
Shares, respectively; and that, in the absence of the Reorganization, these
reimbursements could be terminated at any time after September 30, 1996. The
Board of Trustees also noted the relatively small size of the Pacifica Growth
Fund ($17.5 million as of March 29, 1996) as compared to that of the Stagecoach
Growth and Income Fund ($204 million as of the same date) and the potential
economies of scale that might be realized from their consolidation.
With respect to the Pacifica Money Market Fund, Pacifica's Board of
Trustees noted that the ordinary operating expense ratio for this Portfolio was
currently 0.65% (annualized), whereas WFB had committed to maintain the ordinary
operating expense ratio of Class A Shares of the corresponding Stagecoach Money
Market Mutual Fund at 0.75% (annualized) until August 31, 1997. The Trustees
also noted, however, that additional shareholder services were available to the
holders of Class A Shares of the Stagecoach Money Market Mutual Fund that were
not available to shareholders of Stagecoach's other money market portfolios. The
Trustees believed that many shareholders of the Pacifica Money Market Fund would
find these services attractive. The Trustees also considered that shareholders
who did not want these additional services could exchange their shares after the
Reorganization for Class A Shares of the Stagecoach Prime Money Market Fund,
which did not have these services, but had a lower ordinary operating expense
ratio.
In addition, Pacifica's Board of Trustees reviewed in detail the
Pacifica Asset Preservation Fund for which there exists no equivalent Stagecoach
Fund. After considering various options, it was decided that the Asset
Preservation Fund should be combined with the Stagecoach Money Market Mutual
Fund. The Trustees considered the purposes for which the Asset Preservation Fund
had been created (i.e., as a fund that
26
<PAGE> 37
offered a somewhat higher yield than a money market fund through a portfolio of
investment grade securities which had an average maturity of one year or less);
the substantial decline in the Portfolio's assets since 1993 (from more than
$163 million to $41.4 million as of March 29, 1996); the reasons for this
decline; and the view of WFB that it was unlikely that the assets of the Asset
Preservation Fund would grow significantly in the foreseeable future or that the
Asset Preservation Fund could be successfully marketed with the other investment
portfolios offered by Stagecoach. The Trustees, together with WFIM and WFB,
examined the different Stagecoach investment portfolios in which the Pacifica
Asset Preservation Fund might be combined. WFIM believed that most shareholders
in the Pacifica Asset Preservation Fund would prefer the Stagecoach Money Market
Mutual Fund, which was offered on a no-load basis and had comparable shareholder
services, rather than a Stagecoach bond portfolio that had a longer portfolio
maturity (and, therefore, more share price volatility) and offered fewer
shareholder services. The Trustees also considered that any shareholder who did
not want the greater stability (but lower yield) of the Stagecoach Money Market
Mutual Fund could, after the Reorganization, exchange, without charge, the money
market shares received in the Reorganization for shares of another Stagecoach
Fund.
In approving the Reorganization with respect to the Asset Preservation
Fund the Trustees also considered that the Reorganization would be taxable to
that Portfolio and its shareholders. The Board concluded that the Reorganization
was nevertheless in the interests of shareholders for the following reasons: (1)
the amount of the Portfolio's unrealized capital appreciation at March __, 1996
that would be potentially realized and distributed to shareholders as a taxable
capital gains distribution was small [approximately $184,000]; (2) the
additional amount of taxable gain or loss that might be realized by shareholders
as a result of the difference between their respective tax bases in the shares
of the Pacifica Asset Preservation Fund held by them and the market value of the
shares of the Stagecoach Money Market Mutual Fund that they would receive in the
Reorganization was likely to be small since the net asset value of the Pacifica
Asset Preservation Fund had never been higher than [$10.33] or lower than $9.96
since the Portfolio's inception through March 31, 1996; (3) many of the
shareholders of the Asset Preservation Fund were tax-exempt entities that would
not, in any event, pay federal income tax in connection with the Reorganization;
and (4) because the Reorganization of the Pacifica Asset Preservation Fund would
be taxable, each shareholder's tax basis in the shares of the Stagecoach Money
Market Mutual Fund received in the Reorganization would be $1.00 and, therefore,
the occurrence of any further tax gain or loss to a shareholder after the
Reorganization would be unlikely (although not guaranteed) if those Stagecoach
shares were subsequently redeemed.
After consideration of all of the factors described above, the Pacifica
Board of Trustees determined that the Reorganization Agreement was in the best
interests of the shareholders of each Pacifica Portfolio, and that the interests
of the shareholders of the respective Portfolios would not be diluted as a
result of the Reorganization.
CAPITALIZATION. Eight of the Pacifica Portfolios would be reorganized
into the six Existing Stagecoach Funds, and ten of the Pacifica Portfolios would
be reorganized into
27
<PAGE> 38
ten Funds that are being created by Stagecoach and will have nominal assets and
liabilities at the Closing. The following table sets forth, as of March 29,
1996, (i) the capitalization of each of the eight Pacifica Portfolios that would
be reorganized into Existing Stagecoach Funds; (ii) the capitalization of each
of the corresponding Existing Stagecoach Funds involved; and (iii) the pro forma
capitalization of each of the Existing Stagecoach Funds as adjusted to give
effect to the Reorganization of the foregoing Portfolios. The capitalization of
each Pacifica Portfolio and Existing Stagecoach Fund is likely to be different
at the Closing as a result of daily share purchase and redemption activity in
the Portfolios and the Funds as well as the effects of the Portfolios' and the
Funds' other ongoing operations. Because the other ten Pacifica Portfolios are
to be reorganized into the New Stagecoach Funds, which will have nominal assets
and liabilities before the Reorganization, information on the capitalization of
these other Portfolios and Funds is not presented.
TABLE II
PRO FORMA CAPITALIZATION TABLE (AS OF MARCH 29, 1996)
<TABLE>
<CAPTION>
Total Net Shares Net Asset
Assets Outstanding Value Per Share
------ ----------- ---------------
<S> <C> <C> <C>
Pacifica Money Market Fund ("Fund A") $198,072,463 198,072,463 $1.00
- ----------------------------------------------------------------------------------------------------------
Pacifica Asset Preservation Fund ("Fund B") $28,189,724 2,785,546 $10.12
(Institutional) (Institutional) (Institutional)
$13,181,885 1,303,846 $10.11
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach Money Market Mutual Fund ("Fund C") $0 0 $0
(Institutional) (Institutional) (Institutional)
$3,150,249,825 3,150,249,825 $1.00
(Class A) (Class A) (Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Money Market and Stagecoach $0 0 $0
Money Market Mutual Funds Only (Fund A + Fund (Institutional) (Institutional) (Institutional)
C)
$3,348,322,288 3,348,322,288 $1.00
(Class A) (Class A) (Class A)
</TABLE>
28
<PAGE> 39
<TABLE>
<CAPTION>
Total Net Shares Net Asset
Assets Outstanding Value Per Share
------ ----------- ---------------
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Asset Preservation and $28,189,724 28,189,724 $1.00
Stagecoach Money Market Mutual Funds Only (Institutional) (Institutional) (Institutional)
(Fund B + Fund C)
$3,163,431,710 3,163,431,710 $1.00
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Money Market, Pacifica Asset $28,189,724 28,189,724 $1.00
Preservation and Stagecoach Money Market (Institutional) (Institutional) (Institutional)
Mutual Funds (Fund A + Fund B + Fund C)
$3,361,504,173 3,361,504,173 $1.00
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pacifica Short-Term Government $21,557,967 1,404,428 $15.35
Bond Fund ("Fund D") (Institutional) (Institutional) (Institutional)
$12,638,508 823,892 $15.34
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Pacifica Government Income Fund ("Fund E") $63,186,537 6,520,798 $9.69
(Institutional) (Institutional) (Institutional)
$10,915,577 1,127,642 $9.68
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach Short-Intermediate U.S. Government $0 0 $0
Income Fund ("Fund F") (Institutional) (Institutional) (Institutional)
$50,997,760 5,198,548 $9.81
(Class A) (Class A) (Class A)
</TABLE>
29
<PAGE> 40
<TABLE>
<CAPTION>
Total Net Shares Net Asset
Assets Outstanding Value Per Share
------ ----------- ---------------
<S> <C> <C> <C>
Pro Forma Pacifica Short-Term Government Bond and $21,557,967 2,197,550 $9.81
Stagecoach Short-Intermediate U.S. Government (Institutional) (Institutional) (Institutional)
Income Funds Only (Fund D + Fund F)
$63,636,268 6,486,877 $9.81
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Government Income and $63,186,537 6,441,033 $9.81
Stagecoach Short-Intermediate U.S. Government (Institutional) (Institutional) (Institutional)
Income Funds Only (Fund E + Fund F)
$61,913,337 6,311,247 $9.81
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Short-Term Government Bond, $84,744,504 8,638,583 $9.81
Pacifica Government Income and Stagecoach (Institutional) (Institutional) (Institutional)
Short-Intermediate U.S. Government Income
Funds (Fund D + Fund E + Fund F) $74,551,845 7,599,576 $9.81
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pacifica Intermediate Government Bond $6,281,572 406,311 $15.46
Fund ("Fund G") (Institutional) (Institutional) (Institutional)
$17,950,342 1,162,587 $15.44
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach Ginnie Mae Fund ("Fund H") $0 0 $0
(Institutional) (Institutional) (Institutional)
$165,828,868 15,326,143 $10.82
(Class A) (Class A) (Class A)
</TABLE>
30
<PAGE> 41
<TABLE>
<CAPTION>
Total Net Shares Net Asset
Assets Outstanding Value Per Share
------ ----------- ---------------
<S> <C> <C> <C>
Pro Forma Pacifica Intermediate Government Bond $6,281,572 580,552 $10.82
and Stagecoach Ginnie Mae Funds (Fund G + Fund (Institutional) (Institutional) (Institutional)
H)
$183,779,210 16,985,140 $10.82
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pacifica California Short-Term Tax- $11,858,366 1,171,775 $10.12
Exempt Fund ("Fund I") (Institutional) (Institutional) (Institutional)
$7,055,529 697,187 $10.12
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach California Tax-Free Income Fund ("Fund $0 0 $0
J") (Institutional) (Institutional) (Institutional)
$84,960,264 8,280,727 $10.26
(Class A) (Class A) (Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica California Short-Term $11,858,366 1,155,786 $10.26
Tax-Exempt and Stagecoach California Tax-Free (Institutional) (Institutional) (Institutional)
Income Funds (Fund I + Fund J)
$92,015,793 8,968,401 $10.26
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pacifica California Tax-Exempt Fund $116,326,152 10,780,922 $10.79
("Fund K") (Institutional) (Institutional) (Institutional)
$38,843,748 3,599,977 $10.79
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach California Tax-Free Bond Fund ("Fund $0 0 $0
L") (Institutional) (Institutional) (Institutional)
$286,459,195 26,746,890 $10.71
(Investor) (Class A) (Class A)
</TABLE>
31
<PAGE> 42
<TABLE>
<CAPTION>
Total Net Shares Net Asset
Assets Outstanding Value Per Share
------ ----------- ---------------
<S> <C> <C> <C>
Pro Forma Pacifica California Tax-Exempt Fund and $116,326,152 10,861,452 $10.71
Stagecoach California Tax-Free Bond Fund (Fund (Institutional) (Institutional) (Institutional)
K + Fund L)
$325,302,943 30,373,758 $10.71
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
- ----------------------------------------------------------------------------------------------------------
Pacifica Growth Fund ("Fund M") $17,034,004 850,425 $20.03
(Institutional) (Institutional) (Institutional)
$595,625 29,707 $20.05
(Investor) (Investor) (Investor)
- ----------------------------------------------------------------------------------------------------------
Stagecoach Growth and Income Fund ("Fund N") $0 0 $0
(Institutional) (Institutional) (Institutional)
$204,056,191 11,126,292 $18.34
(Class A) (Class A) (Class A)
- ----------------------------------------------------------------------------------------------------------
Pro Forma Pacifica Growth and Stagecoach Growth $17,034,004 928,790 $18.34
and Income Funds (Fund M + Fund N) (Institutional) (Institutional) (Institutional)
$204,651,816 11,158,769 $18.34
(Investor/ (Investor/ (Investor/
Class A) Class A) Class A)
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES. Consummation of the Reorganization
with respect to each Pacifica Portfolio, except the Pacifica Asset Preservation
Fund, is subject to the condition that Pacifica and Stagecoach receive an
opinion from Morrison & Foerster LLP to the effect that, for federal income tax
purposes: (i) the transfer of all of the assets and liabilities of each Pacifica
Portfolio to its corresponding Stagecoach Fund in exchange for shares of the
Stagecoach Fund and the distribution of these Stagecoach shares to shareholders
of the Pacifica Portfolio, as described in the Reorganization Agreement, will
constitute a reorganization within the meaning of Section 368(a)(1)(C), Section
368(a)(1)(D) or Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended (the "Code"); (ii) no gain or loss will be recognized by the Pacifica
Portfolios as a result of these transactions; (iii) no gain or loss will be
recognized by the Stagecoach Funds as a result of these transactions; (iv) no
gain or loss will be recognized by the shareholders of each Pacifica Portfolio
on the distribution to them of shares of the corresponding Stagecoach Funds in
exchange for their shares of the Pacifica Portfolios; (v) the total basis of
Stagecoach Fund shares received by a shareholder of a Pacifica
32
<PAGE> 43
Portfolio will be the same as the total basis of the shareholder's Pacifica
Portfolio shares immediately before the Reorganization; (vi) the basis to each
Stagecoach Fund of the assets of the corresponding Pacifica Portfolio received
pursuant to these transactions will be the same as the basis of the assets in
the hands of the Pacifica Portfolio immediately before the Reorganization; (vii)
a shareholder's holding period for Stagecoach Fund shares will be determined by
including the period for which the shareholder held the Pacifica Portfolio
shares exchanged therefor, provided the shareholder held the Pacifica Portfolio
shares as a capital asset; (viii) each Stagecoach Fund's holding period with
respect to the assets received in the Reorganization will include the period for
which the assets were held by the corresponding Pacifica Portfolio, provided
that each corresponding Pacifica Portfolio held such Portfolio assets as capital
assets; and (ix) each Stagecoach Fund will succeed to the tax attributes of the
corresponding Pacifica Portfolios described in Section 381(c) of the Code.
The Reorganization of the Pacifica Asset Preservation Fund into the
Stagecoach Money Market Mutual Fund is expected to be fully taxable to the
Pacifica Asset Preservation Fund and its shareholders with the exception of
shareholders who hold shares in a tax-deferred retirement account. The Pacifica
Asset Preservation Fund expects to sell most or all of its with the exception
of shareholders who hold shares in a tax deferred retirement account portfolio
securities prior to the Closing. The gain from such dispositions will be
distributed to this Portfolio's shareholders prior to the Reorganization, and
will be taxable to shareholders whose shares are held in taxable accounts. In
addition, shareholders of the Pacifica Asset Preservation Fund whose shares are
held in taxable (i.e., non-retirement) accounts will generally recognize a gain
or loss, for federal income tax purposes, on the difference between the fair
market value of the Stagecoach Money Market Mutual Fund shares received in the
Reorganization and their federal income tax basis in their shares of the
Pacifica Asset Preservation Fund relinquished at the time of and in the
exchange. The amount of such gain or loss recognized by each shareholder is
expected to be minimal, as the net asset value of this Portfolio's shares has
varied within a relatively narrow range since the inception of the Portfolio.
Assuming no changes in the market value of the Asset Preservation Fund's
portfolio securities, in the absence of the Asset Preservation Transaction, a
shareholder would, over time, recognize tax consequences that are comparable to
those recognized in the Asset Preservation Transaction, either through the
receipt of distributions or upon redemption. Accordingly, the tax effect of the
Asset Preservation Transaction is primarily an acceleration of eventual
consequences, rather than the creation of additional consequences. In addition,
assuming the Stagecoach Money Market Mutual Fund continues to achieve its goal
of maintaining a stable net asset value of $1.00 per share, a shareholder
avoids the need to track gains or losses on each subsequent redemption of
shares. The federal income tax basis in shares of the Stagecoach Money Market
Mutual Fund received in the exchange by all Pacifica Asset Preservation Fund
shareholders will be the fair market value of those shares immediately
preceding the Closing and the holding period for such shares will begin the day
following the Closing. Consummation of the Asset Preservation Transaction is
subject to the condition that Pacifica and Stagecoach receive an opinion from
Morrison & Foerster LLP confirming the foregoing federal income tax
consequences.
Stagecoach and Pacifica have not sought a tax ruling from the Internal
Revenue Service ("IRS"). The opinion of counsel is not binding on the IRS and
does not preclude the IRS from adopting a contrary position. Shareholders may
wish to consult their own tax
33
<PAGE> 44
advisors concerning the potential tax consequences to them, including state and
local income tax consequences.
OTHER PROVISIONS APPLICABLE TO THE NEW STAGECOACH FUNDS. The New
Stagecoach Funds corresponding to Pacifica's Prime Money Market, Treasury Money
Market, Money Market Trust, Government Money Market, Intermediate Bond, Arizona
Tax-Exempt, Oregon Tax-Exempt, National Tax-Exempt Bond, Equity Value and
Balanced Funds are being created for the purpose of effecting the Reorganization
of these ten Portfolios and continuing their current operations. The Class A
shares of the New Stagecoach Funds will have purchase, exchange and redemption
procedures that are identical in all material respects to the purchase, exchange
and redemption procedures of the corresponding share class of the Existing
Stagecoach Funds. The Institutional Class and Service Class shares of the New
Stagecoach Funds will have purchase, exchange and redemption procedures that are
identical in all material respects to the Institutional Shares or Service Shares
of the corresponding Pacifica Portfolios.
COMPARISON OF STAGECOACH AND PACIFICA
INVESTMENT OBJECTIVES AND POLICIES. The investment objectives, policies
and restrictions of the Stagecoach Funds are, in general, similar to those of
the Pacifica Portfolios. There are, however, certain differences, especially
with respect to the Pacifica Asset Preservation Portfolio, as noted above under
"Summary - Overview of Stagecoach and Pacifica." Other differences in the
investment objectives, and in certain significant investment policies and
restrictions, are discussed in Appendix IV to this Combined Proxy
Statement/Prospectus with respect to the eight Pacifica Portfolios that will be
reorganized into the six Existing Stagecoach Funds. The investment objectives,
policies and restrictions of the remaining ten Pacifica Portfolios are identical
in all material respects to the corresponding New Stagecoach Funds that are
being created in connection with the Reorganization.
Additional information with respect to the investment policies and
restrictions of the six Existing Stagecoach Funds and the Pacifica Portfolios is
included in their respective Prospectuses, which have been incorporated herein
by reference.
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS. Currently, WFB serves
as the investment adviser for each of the Existing Stagecoach Funds, and, after
the Reorganization, WFB will serve as the investment adviser to each of the New
Stagecoach Funds, at the fee rates stated in Table III below. Currently, WFIM,
formerly known as FICM, provides investment advisory services to the Pacifica
Portfolios. WFIM is an indirect wholly owned subsidiary of WFB. Additional
information with respect to WFIM and WFB is included in the Prospectuses for the
Existing Stagecoach Funds and the Pacifica Portfolios, which have been
incorporated herein by reference.
Table III shows: (i) the advisory fees in dollars actually paid by the
Pacifica Portfolios for their latest fiscal year or period after waivers, (ii)
the effective rate of advisory fees for the Pacifica Portfolios for their latest
fiscal year or period after waivers, (iii) the current and post-Reorganization
contractual advisory fee rates payable with respect to these Portfolios and
34
<PAGE> 45
Funds, (iv) the current total expense ratio of the Pacifica Portfolios after
waivers and (v) the pro forma total expense ratio of the corresponding
Stagecoach Funds based upon the fee arrangements, including waivers and
reimbursements, that will be in place upon consummation of the Reorganization.
All fee rates are annualized, and are computed daily and payable monthly based
on a Portfolio's or Fund's average daily net assets. Table III shows that, in
most cases, the contractual investment advisory fee rates of the Stagecoach
Funds are equal to or less than the contractual rates for the corresponding
Pacifica Portfolios. Table III further shows that, in all cases except with
respect to the Pacifica Money Market Fund and Pacifica Growth Fund, the overall
expense ratios of the Stagecoach Funds, after waivers, are expected to be equal
to or less than the overall expense ratios of the corresponding Pacifica
Portfolios. In this regard, WFB has agreed that for the period commencing on the
Closing and continuing until August 31, 1997, WFB will waive fees and reimburse
expenses to the Stagecoach Funds to the extent necessary to maintain the overall
expense ratios at the pro forma expense levels provided in Table III. In
addition, WFB has agreed to maintain the current total fund operating expense
ratios set forth in Table III until September 30, 1996. Detailed pro forma
expense information for each proposed reorganization is included in Appendix V
to this Combined Proxy Statement/Prospectus.
TABLE III
INVESTMENT ADVISORY AND TOTAL EXPENSE INFORMATION
<TABLE>
<CAPTION>
EFFECTIVE RATE
OF ADVISORY
ADVISORY FEES FEES FOR PRO FORMA
FOR FISCAL FISCAL CURRENT POST-REORGANIZATION CURRENT TOTAL COMBINED TOTAL
NAME OF YEAR/PERIOD YEAR/PERIOD CONTRACTUAL CONTRACTUAL FUND OPERATING FUND OPERATING
PACIFICA ENDED 9/30/95** ENDED 9/30/95** ADVISORY FEE ADVISORY FEE EXPENSES EXPENSES
PORTFOLIO (AFTER WAIVERS) (AFTER WAIVERS) RATE RATE (AFTER WAIVERS) (AFTER WAIVERS)
--------- --------------- --------------- ---- ---- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Pacifica Arizona -- 0.00% 0.50% 0.50% 0.40% 0.40%
Tax-Exempt Fund (Institutional) (Institutional)
0.65% 0.60%
(Investor) (Investor/Class
A)
Pacifica Asset $251,732 0.35% 0.35% 0.40% 0.75% 0.73%
Preservation Fund (Institutional) (Institutional)
0.80% 0.75%
(Investor) (Investor/Class
A)
Pacifica Balanced $579,850 0.60% 0.60% 0.60% 0.95% 0.95%
Fund (Institutional) (Institutional)
1.35% 1.05%
(Investor) (Investor/Class
A)
Pacifica California $5,125 0.02% 0.35% 0.50% 0.60% 0.60%
Short-Term (Institutional) (Institutional)
Tax-Exempt Fund 0.75% 0.65%
(Investor) (Investor/Class
A)
</TABLE>
35
<PAGE> 46
<TABLE>
<CAPTION>
EFFECTIVE RATE
OF ADVISORY
ADVISORY FEES FEES FOR PRO FORMA
FOR FISCAL FISCAL CURRENT POST-REORGANIZATION CURRENT TOTAL COMBINED TOTAL
NAME OF YEAR/PERIOD YEAR/PERIOD CONTRACTUAL CONTRACTUAL FUND OPERATING FUND OPERATING
PACIFICA ENDED 9/30/95** ENDED 9/30/95** ADVISORY FEE ADVISORY FEE EXPENSES EXPENSES
PORTFOLIO (AFTER WAIVERS) (AFTER WAIVERS) RATE RATE (AFTER WAIVERS) (AFTER WAIVERS)
--------- --------------- --------------- ---- ---- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Pacifica California $844,113 0.50% 0.50% 0.50% 0.85% 0.63%
Tax-Exempt Fund (Institutional) (Institutional)
0.95% 0.68%
(Investor) (Investor/Class
A)
Pacifica Equity $992,870 0.60% 0.60% 0.50% 0.95% 0.95%
Value Fund (Institutional) (Institutional)
1.35% 1.05%
(Investor) (Investor/Class
A)
Pacifica Government $500,935 0.50% 0.50% 0.50% 0.90% 0.65%
Income Fund (Institutional) (Institutional)
0.95% 0.71%
(Investor) (Investor/Class
A)
Pacifica Government $383,269 0.30% 0.30% 0.25% 0.77% 0.75%
Money Market Fund /0.25%/0.20%* (Class A)
Pacifica Growth Fund -- 0.00% 0.75% 0.50%*** 0.90% 1.13%
(Institutional) (Institutional)
0.90% 1.18%
(Investor) (Investor/Class
A)
Pacifica $94,698 0.50% 0.50% 0.50% 0.75% 0.75%
Intermediate Bond (Institutional) (Institutional)
Fund 0.80% 0.80%
(Investor) (Investor/Class
A)
Pacifica $36,929 0.35% 0.50% 0.50%*** 0.90% 0.77%
Intermediate (Institutional) (Institutional)
Government Bond 0.95% 0.82%
Fund (Investor) (Investor/Class
A)
Pacifica Money $338,393 0.22% 0.30% 0.40% 0.65% 0.75%
Market Fund /0.25%/0.20%* (Class A)
Pacifica Money -- 0.00% 0.30% 0.25% 0.20% 0.20%
Market Trust /0.25%/0.20%* /0.25%/0.20%* (Institutional) (Institutional)
Pacifica National -- 0.00% 0.50% 0.50% 0.35% 0.35%
Tax-Exempt Fund (Institutional) (Institutional)
0.35% 0.35%
(Investor) (Investor/Class
A)
Pacifica Oregon $41,004 0.24% 0.50% 0.50% 0.70% 0.40%
Tax-Exempt Fund (Institutional) (Institutional)
0.80% 0.60%
(Investor) (Investor/Class
A)
</TABLE>
36
<PAGE> 47
<TABLE>
<CAPTION>
EFFECTIVE RATE
OF ADVISORY
ADVISORY FEES FEES FOR PRO FORMA
FOR FISCAL FISCAL CURRENT POST-REORGANIZATION CURRENT TOTAL COMBINED TOTAL
NAME OF YEAR/PERIOD YEAR/PERIOD CONTRACTUAL CONTRACTUAL FUND OPERATING FUND OPERATING
PACIFICA ENDED 9/30/95** ENDED 9/30/95** ADVISORY FEE ADVISORY FEE EXPENSES EXPENSES
PORTFOLIO (AFTER WAIVERS) (AFTER WAIVERS) RATE RATE (AFTER WAIVERS) (AFTER WAIVERS)
--------- --------------- --------------- ---- ---- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Pacifica Prime Money $693,315 0.12% 0.30% 0.25% 0.25% 0.25%
Market Fund /0.25%/0.20%* (Institutional) (Institutional)
0.55% 0.55%
(Investor) (Investor/Class
0.45% A)
(Service) 0.45%
(Service)
Pacifica $2,446 0.02% 0.50% 0.50% 0.65% 0.65%
Short-Term (Institutional) (Institutional)
Government Bond 0.74% 0.71%
Fund (Investor) (Investor/Class
A)
Pacifica Treasury $1,160,424 0.13% 0.30% 0.25% 0.25% 0.25%
Money Market Fund /0.25%/0.20%* (Institutional) (Institutional)
0.55% 0.55%
(Investor) (Investor/Class
0.46% A)
(Service) 0.46%
(Service)
</TABLE>
* Applies to first $500 million of the portfolio's average daily net assets;
thereafter the contractual fee rate is reduced to 0.25% on the next $500 million
of the portfolio's average daily net assets and to 0.20% on average daily net
assets in excess of $1 billion.
** Data provided for Pacifica Arizona Tax-Exempt Fund, Growth Fund,
Intermediate Government Bond Fund, Intermediate Bond Fund, Money Market Trust,
National Tax-Exempt Fund, Oregon Tax-Exempt Fund and Short-Term Government Bond
Fund are for the period from May 31, 1995 to September 30, 1995. Advisory
expense ratios for these funds have been annualized. For the fiscal year ended
May 31, 1995, Pacifica Arizona Tax-Exempt Fund, Growth Fund, Intermediate
Government Bond Fund, Intermediate Bond Fund, Money Market Trust, National
Tax-Exempt Fund, Oregon Tax-Exempt Fund and Short-Term Government Bond Fund paid
investment advisory fees (after waivers and reimbursements) at the effective
rates of 0.00%, 0.00%, 0.35%, 0.50%, 0.00%, 0.00%, 0.33% and 0.28%,
respectively, and such fees totaled (after waivers and reimbursements) $0, $0,
$126,618, $275,948, $0, $0, $171,660 and $113,525, respectively.
*** Applies to the first $250 million of the portfolio's average daily net
assets; thereafter the contractual fee rate is reduced to 0.40% on the next $250
million of the portfolio's average daily net assets and to 0.30% on average
daily net assets in excess of $500 million.
STAGECOACH FUNDS' ADVISORY CONTRACTS. After the Closing, WFB will serve
as the investment adviser for each investment portfolio of Stagecoach, including
the New Stagecoach Funds, pursuant to the Stagecoach Funds' Advisory Contracts.
As Table III above indicates, in most cases, the contractual investment advisory
fee rates of the Stagecoach Funds are equal to or less than the contractual
rates for the corresponding Pacifica Portfolios. In addition, there are certain
differences between the three WFIM Agreements and the Stagecoach Funds' Advisory
Contracts. The significant differences
37
<PAGE> 48
between these Agreements and Contracts are summarized and compared in Appendix
VI to this Combined Proxy Statement/ Prospectus.
INFORMATION ABOUT WFB. WFB, a national bank, is one of the ten largest
banks in the United States. WFB was founded in 1852 and is the oldest bank in
the western United States. As of April 1, 1996, after giving effect to the
Holding Company Merger, various divisions and affiliates of WFB provided
investment advisory services for approximately $56 billion of assets of
individuals, trusts, estates and institutions. WFB also serves as investment
adviser or sub-adviser to separately managed funds of the Managed Series
Investment Trust, MasterWorks Funds Inc., Master Investment Trust, Overland
Express Funds, Inc. and Life & Annuity Trust, each of which is a registered,
open-end management investment company. WFB is a wholly owned subsidiary of
WF&C, a publicly held bank holding company. Both WFB's and WF&C's main offices
are located at 420 Montgomery Street, San Francisco, California 94105.
Morrison & Foerster LLP, counsel to Stagecoach and special counsel to
WFB, has advised Stagecoach that WFB and WFIM and their affiliates may perform
the services contemplated by the Interim WFIM Agreements, the Stagecoach Funds'
Advisory Contracts and the prospectuses for the Stagecoach Funds without
violation of the Glass-Steagall Act or other applicable laws or regulations.
Such counsel has pointed out, however, that there are no controlling judicial or
administrative interpretations or decisions and that future judicial or
administrative interpretations of, or decisions relating to, present federal or
state statutes, including the Glass-Steagall Act, and regulations relating to
the permissible activities of banks and their subsidiaries or affiliates, as
well as future changes in such statutes, regulations and judicial and
administrative decisions or interpretations, could prevent such entities from
continuing to perform, in whole or in part, such services. If any such entity
were prohibited from performing any of such services, it is expected that the
new agreements would be proposed or entered into with another entity or entities
qualified to perform such services.
The other service providers for the Pacifica Portfolios and the
Stagecoach Funds are different, as set forth in the following table.
OTHER SERVICE PROVIDERS
FOR PACIFICA PORTFOLIOS AND STAGECOACH FUNDS
<TABLE>
<CAPTION>
Pacifica Portfolios Stagecoach Funds
------------------- ----------------
<S> <C> <C>
Distributor Pacifica Funds Distributor Inc. Stephens Inc.
Administrator Furman Selz LLC Stephens Inc.
Bookkeeping and Pricing Agent Furman Selz LLC WFB
</TABLE>
38
<PAGE> 49
<TABLE>
<CAPTION>
Pacifica Portfolios Stagecoach Funds
------------------- ----------------
<S> <C> <C>
Transfer Agent Furman Selz LLC WFB
Custodian WFB WFB
Independent Auditors Ernst & Young LLP KPMG Peat Marwick LLP
</TABLE>
Pacifica Funds Distributor Inc. ("PFD Inc.") and Furman Selz maintain
offices at 230 Park Avenue, New York, New York 10169. Stephens Inc., which
serves as administrator and distributor of the Stagecoach Funds, maintains
offices at 111 Center Street, Little Rock, Arkansas 72201.
SHARE STRUCTURE. Both Pacifica and Stagecoach are registered as
open-end management investment companies under the 1940 Act. Currently, Pacifica
offers 18 Portfolios. Immediately after the Reorganization, Stagecoach will
offer 23 separate Funds.
Pacifica is organized as a Massachusetts business trust and is subject
to the provisions of its Amended and Restated Declaration of Trust and By-Laws.
Pacifica is authorized to issue an unlimited number of units of beneficial
interest (referred to herein as shares), par value $.001 per share, which may be
divided into separate portfolios and separate classes of shares. Stagecoach is
organized as a corporation under the laws of the State of Maryland and is
subject to the provisions of its Restated Articles of Incorporation, as amended
and supplemented, and By-Laws. Stagecoach is authorized to issue 48 billion
shares, par value $.001 per share, which may be divided into separate funds and
separate classes of shares. Although the rights of shareholders of a Maryland
corporation vary in certain respects from the rights of a Massachusetts business
trust, the attributes of a share of common stock in Stagecoach are comparable to
those of beneficial interest in Pacifica. Shares of both the Pacifica Portfolios
and Stagecoach Funds are entitled to one vote for each share held and fractional
votes for fractional shares held, and will vote in the aggregate and not by
portfolio or class except as otherwise required by law or when class voting is
permitted by its Board of Trustees/Directors. Shares of both the Pacifica
Portfolios and the Stagecoach Fund have noncumulative voting rights. In
addition, shares of the Pacifica Portfolios and Stagecoach Funds have no
pre-exemptive rights and have only such conversion and exchange rights as the
Board of Trustees of Pacifica or the Board of Directors of Stagecoach,
respectively, may grant in their discretion. When issued for payment or in
accordance with their dividend reinvestment plans, as described in their
respective prospectuses, Stagecoach Fund shares and Pacifica Portfolio shares
are fully paid and non-assessable except, with respect to the Pacifica
Portfolios, as required under Massachusetts law.
Under Maryland law, Stagecoach Fund shareholders have no personal
liability for Stagecoach's acts or obligations. Under Massachusetts law,
shareholders of Pacifica
39
<PAGE> 50
could, under certain circumstances, be held personally liable for the
obligations of Pacifica. However, the Amended and Restated Declaration of Trust
of Pacifica disclaims liability of the shareholders, Trustees or officers of
Pacifica for the acts, obligations and affairs of Pacifica, which generally are
binding only on the assets and property of Pacifica. The Amended and Restated
Declaration of Trust also provides for indemnification out of the property of a
Pacifica Portfolio of any shareholder held personally liable by reason of being
or having been a shareholder of the Portfolio. Thus, the risk of a shareholder
incurring a financial loss on account of shareholder liability is limited to
circumstances in which a Pacifica Portfolio itself would be unable to meet its
obligations.
The Stagecoach Funds offer separate share classes in order to allocate
certain expenses, such as distribution payments, shareholder servicing agent
fees and other "class" expenses to the different shareholder groups for which
the fees and expenses are incurred. In this regard, except as stated below,
Stagecoach's Board of Directors has authorized the issuance of three classes of
shares in each of the Stagecoach Funds (Institutional Class, Class A and Class B
Shares in the funds that are not money market funds and Institutional Class,
Service Class and Class A Shares in the Prime Money Market Mutual Fund and
Treasury Money Market Mutual Fund), except that the Stagecoach Money Market
Trust offers only a single, unnamed class of shares and Stagecoach Government
Money Market Mutual Fund offers only Class A Shares. In addition, Stagecoach's
Board of Directors has authorized the issuance of three classes of shares of
Stagecoach Money Market Mutual Fund (Institutional Class, Class A and Class S
Shares). Finally, Stagecoach's Board of Directors has authorized the issuance of
two classes of shares of Stagecoach California Tax-Free Income and
Short-Intermediate U.S. Government Income Funds (Institutional Class and Class A
Shares). No Pacifica Portfolio shareholders will receive Class B or Class S
Shares in the Reorganization. Each share of a class of a Stagecoach 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 Stagecoach Board of Directors.
Shares of each class of a Stagecoach Fund bear a pro rata portion of
all operating expenses paid by the Fund except for distribution payments paid on
Class A, Class B or Class S Shares; fees paid to banks, broker-dealers and other
institutions for shareholder administrative services; and other "class" expenses
that are allocated to a particular share class. Institutional Class Shares and
Service Class Shares do not have distribution plans.
Additional information concerning the attributes of the shares issued
by Pacifica and the Existing Stagecoach Funds is included in their respective
Prospectuses, as supplemented to the date hereof, which are incorporated herein
by reference. Shareholders may obtain copies of Stagecoach's Charter and By-Laws
and Pacifica's Amended and Restated Declaration of Trust and Bylaws from
Stagecoach upon written request at its principal office.
DISTRIBUTION PLANS AND SHAREHOLDER SERVICING ARRANGEMENTS. The
Stagecoach Funds maintain distribution plans for their Class A shares (the
"Stagecoach Plans") subject to Rule 12b-1 under the 1940 Act ("Rule 12b-1"). The
Stagecoach Plans for the
40
<PAGE> 51
Stagecoach Prime Money Market Mutual, Treasury Money Market Mutual, Government
Money Market Mutual, Intermediate Bond, Oregon Tax-Free Bond, Arizona Tax-Free
Bond, and National Tax-Exempt Funds allow each Fund to pay Stephens, as
compensation for distribution-related activities and services provided and
related expenses incurred, fees on an annual basis up to [0.05%] (in the case of
the Prime Money Market Mutual Fund Treasury Money Market Mutual Fund Government
Money Market Mutual Fund), Intermediate Bond Fund, Oregon Tax-Free Fund, Arizona
Tax-Free Fund and National Tax-Exempt Fund) and [0.10%] (in the case of Equity
Value Fund and Balanced Fund) of the average daily net assets attributable to
the Class A shares of the respective Funds. Under such Stagecoach Plans, the
distributor may enter into selling agreements with one or more selling agents
under which such agents may receive compensation for distribution-related
services from the distributor, including, but not limited to, commissions or
other payments to such agents, based on the average daily net assets of Fund
shares attributable to them. Such Stagecoach Plans further provide that the
distributor may retain any portion of the total distribution fee payable
thereunder to compensate it for distribution-related services provided by it or
to reimburse it for other distribution-related expenses. The Stagecoach Plans
for the Stagecoach California Tax-Free Income, California Tax-Free Bond,
Short-Intermediate U.S. Government Income, Ginnie Mae, Growth and Income and
Money Market Mutual Funds allow each Fund to reimburse Stephens, for actual
costs incurred in preparing and printing prospectuses and other promotional
materials and of providing such prospectuses and other promotional materials to
prospective investors, on an annual basis up to 0.05% of the average daily net
assets attributable to the Class A shares of the respective Funds. In addition,
each of the Stagecoach Plans contemplates that to the extent any fees payable
pursuant to a Shareholder Servicing Agreement are deemed to be for
distribution-related services, rather than shareholder services, such payments
are approved and payable pursuant to such Plans.
The Pacifica Prime Money Market Fund, Treasury Money Market Fund,
Oregon Tax-Exempt Fund, Arizona Tax-Exempt Fund, California Tax-Exempt Fund,
California Short-Term Tax-Exempt Fund, National Tax-Exempt Fund, Short-Term
Government Bond Fund, Intermediate Government Bond Fund, Intermediate Bond Fund,
Asset Preservation Fund, Government Income Fund, Equity Value Fund, Growth Fund
and Balanced Fund currently maintain a Distribution Plan for their Investor
Shares. In addition, Pacifica Money Market Fund and Government Money Market Fund
each maintain a Distribution Plan for their sole class of shares (collectively,
the "Pacifica Plans"). Pacifica does not maintain a distribution plan for its
Institutional or Service Shares or for the shares of the Money Market Trust.
Under the Pacifica Plan with respect to Investor Shares, the relevant Pacifica
Portfolios may pay directly or reimburse PFD Inc., Pacifica's distributor,
monthly for costs and expenses incurred in connection with the distribution and
marketing of Investor Shares of the Portfolios. The Pacifica Plan for Investor
Shares also provides that PFD Inc. may receive and retain brokerage commissions
with respect to portfolio transactions of the Pacifica Portfolios to the extent
not prohibited by a Portfolio's prospectus or statement of additional
information. In addition, the Pacifica Plan for Investor Shares provides that a
Pacifica Portfolio will not be
41
<PAGE> 52
liable for distribution expenditures made by PFD Inc. in excess of the maximum
annual amount payable under the Plan for that Portfolio. The terms of the
Pacifica Plan with respect to the sole class of shares of Pacifica Government
Money Market Fund and Pacifica Money Market Fund are substantially identical to
the Pacifica Plans for Investor Shares.
Payments under the Pacifica Plans may not exceed 0.30% on an annual
basis of the average daily net assets of the Investor Shares of the Pacifica
Prime Money Market Fund and Treasury Money Market Fund, 0.25% on an annual basis
of the average daily assets of the sole class of shares of the Pacifica Money
Market Fund and Government Money Market Fund, and 0.50% on an annual basis of
the average daily net asset value of the Investor Shares of the Pacifica Oregon
Tax-Exempt Fund, Arizona Tax-Exempt Fund, National Tax-Exempt Fund, California
Tax-Exempt Fund, California Short-Term Tax-Exempt Fund, Short-Term Government
Bond Fund, Intermediate Government Bond Fund, Intermediate Bond Fund, Asset
Preservation Fund, Government Income Fund, Equity Value Fund and Balanced Fund.
All payments under the Pacifica Plans are borne solely by the class of shares of
the Portfolios which adopted the respective Plans.
Shares of each class of both of the Pacifica Portfolios and the
Stagecoach Funds may pay shareholder servicing fees at different rates in
amounts up to a maximum annual rate of 0.25% of the average daily net assets of
the outstanding shares of a particular class. Also, as discussed in the next
section, Class A Shares of the Stagecoach non-money market funds are sold with a
front-end sales charge. Service Class and Institutional Class Shares are sold
without any front-end or contingent-deferred sales charge. Because of the sales
charges, distribution payments, shareholder servicing agent fees and other
"class" expenses mentioned above, the performance of a Stagecoach Fund's Class A
Shares is expected to be lower than the performance of its Service Class Shares,
and, because of certain "class" expenses mentioned above, the performance of a
Stagecoach Fund's Service Class Shares is expected to be lower than the
performance of its Institutional Class Shares.
SHAREHOLDER TRANSACTIONS AND SERVICES. The respective purchase,
redemption, exchange, dividend and other policies and procedures of the
Stagecoach Funds and the corresponding Pacifica Portfolios are generally
similar. These policies and procedures are more fully set forth in Appendix VII
to this Combined Proxy Statement/Prospectus.
Pacifica's Investor Class shareholders will receive Stagecoach Fund's
Class A shares in connection with the Reorganization. There are several
differences among the various shareholder transaction policies and services
applicable to or available to the Investor Class shareholders of Pacifica and
Class A shareholders of Stagecoach. For example, as shown in Appendix VII, the
front-end sales charge structure applicable to new purchases of Class A Shares
of the Stagecoach Funds is, in most cases, lower than the front-end sales charge
structure currently applicable to new purchases of Investor Shares of the
Pacifica Portfolios. However, on certain large investments, Pacifica, unlike
Stagecoach, imposes no front-end sales charge although Pacifica does impose a
contingent deferred sales charge if such investments are redeemed within one
year of the date of
42
<PAGE> 53
purchase. In addition, unlike the Stagecoach Funds' Class A shares, certain
Pacifica Portfolios' Investor Class shares offer checkwriting redemption
privileges. Moreover, Class A shares of Stagecoach Funds have a higher minimum
initial and subsequent investment requirement than do the Pacifica Portfolios. A
shareholder that has met the minimum initial investment amount applicable to
Pacifica Portfolio investors, however, will not be required to meet the higher
minimum imposed by the corresponding Stagecoach Fund in connection with the
Stagecoach Fund shares received in the Reorganization. The Pacifica Portfolios
offer Investor Class shareholders the option to reinstate their investment
within 30 days after a redemption, without a sales charge; Class A shareholders
of the Stagecoach Funds, however, have 120 days to exercise this option.
Further, Class A shareholders of Stagecoach Funds may utilize a Fund Purchase
Option (which allows a shareholder to use capital gain distributions to purchase
shares of another fund in which the shareholder has already met the applicable
minimum balance) and an Automatic Clearing House Option (which allows a
shareholder to have capital gain distributions directly deposited in a bank
account). The Pacifica Portfolios do not offer either of these options. Finally,
the Stagecoach Money Market Mutual Fund offers shareholders several account
options that are not offered by Pacifica Money Market Fund. For example, unlike
shareholders of the Pacifica Money Market Fund, shareholders of the Stagecoach
Money Market Mutual Fund can access their account through an automated teller
machine (ATM) and also may arrange to have an account at WFB swept into the Fund
on a nightly basis.
As explained above, in the Reorganization, holders of Institutional
Shares and Service Shares of the Pacifica Portfolios will receive Institutional
Class Shares and Service Class Shares, respectively, of corresponding Existing
and New Stagecoach Funds. The various shareholder transaction policies and
services applicable to or available to the Institutional Shares and Service
Shares of Pacifica Portfolios are identical in all material respects to the
transaction policies and services applicable to or available to Institutional
Class Shares and Service Class Shares of Stagecoach Funds.
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION. This Combined Proxy Statement/Prospectus is being
furnished in connection with the solicitation of proxies for the Meeting by the
Board of Trustees of Pacifica. It is expected that the solicitation of proxies
will be primarily by mail. Officers and service contractors of Pacifica and
Stagecoach also may solicit proxies by telephone, telegraph or personal
interview. In this connection, Pacifica has retained [ ] to assist in the
solicitation of proxies for the Reorganization. The cost of solicitation is
estimated to be [ ] and will be borne by WFB. Shareholders may vote by (1) mail,
by marking, signing, dating and returning the enclosed Proxy Ballot in the
enclosed postage-paid envelope; (2) telephone, by calling [ ] toll-free at
1-800-__________ from 6:00 a.m. to 8:00 p.m. (Pacific time) (a confirmation of
your telephone vote will be mailed to you); or (3) telefacsimile, by marking,
signing, dating and faxing the enclosed Proxy Ballot to ____________ at
1-800-_____________ (a confirmation of your telefacsimile vote will be mailed to
you). Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting to Pacifica a written notice of revocation or a
43
<PAGE> 54
subsequently executed proxy or by attending the Meeting and voting in person.
Only shareholders of record at the close of business on May 30, 1996
will be entitled to vote at the Meeting. On that date, the following Pacifica
shares were outstanding and entitled to be voted.
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
--------- -----------------------
<S> <C>
Arizona Tax-Exempt Fund --
Institutional Shares
Arizona Tax-Exempt Fund --
Investor Shares
Asset Preservation Fund --
Institutional Shares
Asset Preservation Fund --
Investor Shares
Balanced Fund --
Institutional Shares
Balanced Fund --
Investor Shares
California Short-Term Tax-Exempt Fund --
Institutional Shares
California Short-Term Tax-Exempt Fund --
Investor Shares
California Tax-Exempt Fund --
Institutional Shares
California Tax-Exempt Fund --
Investor Shares
Equity Value Fund --
Institutional Shares
Equity Value Fund --
Investor Shares
Government Income Fund --
Institutional Shares
</TABLE>
44
<PAGE> 55
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
--------- -----------------------
<S> <C>
Government Income Fund --
Investor Shares
Government Money Market Fund --
Growth Fund --
Institutional Shares
Growth Fund --
Investor Shares
Intermediate Bond Fund --
Institutional Shares
Intermediate Bond Fund --
Investor Shares
Intermediate Government Bond Fund --
Institutional Shares
Intermediate Government Bond Fund --
Investor Shares
Money Market Fund
Money Market Trust
National Tax-Exempt Fund --
Institutional Shares
National Tax-Exempt Fund --
Investor Shares
Oregon Tax-Exempt Fund --
Institutional Shares
Oregon Tax-Exempt Fund --
Investor Shares
Prime Money Market Fund --
Institutional Shares
Prime Money Market Fund --
Investor Shares
Prime Money Market Fund --
Service Shares
</TABLE>
45
<PAGE> 56
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
--------- -----------------------
<S> <C>
Short-Term Government Bond Fund --
Investor Shares
Short-Term Government Bond Fund --
Institutional Shares
Treasury Money Market Fund --
Institutional Shares
Treasury Money Market Fund --
Investor Shares
Treasury Money Market Fund --
Service Shares
</TABLE>
Each whole and fractional share is entitled to a whole or fractional
vote.
If the accompanying proxy is executed and returned in time for the
Meeting, the shares covered thereby will be voted in accordance with the proxy
on all matters that may properly come before the Meeting.
SHAREHOLDER AND BOARD APPROVALS. Pursuant to the Application, and the
conditions under which the Order was granted by the SEC, the Interim WFIM
Agreements are being submitted for the ratification and approval of the
shareholders of each of the Pacifica Portfolios. The Interim WFIM Agreements
must be ratified and approved by a majority of the outstanding shares of a
Pacifica Portfolio in order to remain effective with respect to such Portfolio.
In the event an Interim WFIM Agreement is not ratified and approved with respect
to a Pacifica Portfolio, the Interim WFIM Agreement will terminate, the
investment advisory fees accrued under such Agreement and held in escrow with
respect to that Portfolio will be returned to the Portfolio, and Pacifica's
Board of Trustees will consider what actions should be taken with respect to
management of the assets of the Pacifica Portfolio until a new investment
advisory agreement is approved by the shareholders of that Portfolio or the
Reorganization occurs.
The Reorganization Agreement is being submitted for approval at the
Meeting by Pacifica's shareholders pursuant to the provisions of Pacifica's
Amended and Restated Declaration of Trust and the requirements of the 1940 Act.
The Reorganization Agreement must be approved by both (i) a majority of all of
the outstanding Pacifica shares entitled to vote at the Meeting voting in the
aggregate and not by portfolio or class and (ii) a majority of the outstanding
shares of the Pacifica Portfolios voting separately on a portfolio-by-portfolio
basis. The Reorganization Agreement provides that in the event the
Reorganization Agreement is approved with respect to some but not all of the
Pacifica Portfolios, the Board of Directors of Stagecoach and the Board of
Trustees of Pacifica may, in the exercise of their reasonable business judgment,
either abandon the
46
<PAGE> 57
Reorganization Agreement with respect to all of the Pacifica Portfolios or
direct that the Reorganization and the other transactions described in the
Reorganization Agreement be consummated to the extent they deem advisable.
The term "majority of the outstanding shares" of Pacifica or a
particular Portfolio of shares means the lesser of (i) 67% of the shares of
Pacifica or the particular Portfolio present at the Meeting if the holders of
more than 50% of the outstanding shares of Pacifica or such Portfolio are
present or (ii) more than 50% of the outstanding shares of Pacifica or the
particular Portfolio, as applicable. The vote of the shareholders of the
Stagecoach Funds is not being solicited, since their approval or consent is not
necessary for the Reorganization.
The approval of the Reorganization Agreement by the Board of Trustees
of Pacifica is discussed above under "Information Relating to the Proposed
Reorganization -- Board Consideration." The Reorganization Agreement was
unanimously approved by the Board of Directors of Stagecoach at a meeting held
on [May 17, 1996].
As of May 15, 1996, the officers and Trustees of Pacifica as a group
owned less than 1% of each Pacifica Portfolio. As of May 15, 1996, the officers
and Directors of Stagecoach as a group owned less than 1% of each Stagecoach
Fund. Table IV(A) shows the name, address and share ownership of each person
known to Pacifica to have beneficial or record ownership with respect to 5% or
more of a class of a Portfolio as of May 15, 1996. Table IV(B) shows the name,
address and share ownership of each person known to Stagecoach to have
beneficial or record ownership with respect to 5% or more of a class of a Fund
as of May 15, 1996.
47
<PAGE> 58
TABLE IV(A)
PACIFICA PORTFOLIOS -- 5% OWNERSHIP AS OF MAY 15, 1996
<TABLE>
<CAPTION>
Class and Amount of Percentage Percentage Percentage
Pacifica Name and Shares Owned and of of of Portfolio
Portfolio Address Type of Ownership Class Portfolio Post-Closing
<S> <C> <C> <C> <C> <C>
</TABLE>
TABLE IV(B)
STAGECOACH FUNDS -- 5% OWNERSHIP AS OF MAY 15, 1996
<TABLE>
<CAPTION>
Class and Amount of Percentage Percentage Percentage
Stagecoach Name and Shares Owned and of of of Fund
Fund Address Type of Ownership Class Fund Post-Closing
<S> <C> <C> <C> <C> <C>
</TABLE>
For purposes of the 1940 Act, any person who owns 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, WFB
and its affiliates may be deemed to be controlling persons of [EACH OF THE
STAGECOACH FUNDS AND PACIFICA PORTFOLIOS].
[STAGECOACH AND PACIFICA HAVE BEEN ADVISED BY WFB THAT THE SHARES OF
EACH PACIFICA PORTFOLIO OVER WHICH WFB AND ITS AFFILIATES HAVE VOTING POWER WILL
EITHER BE VOTED BY ONE OR MORE INDEPENDENT FIDUCIARIES OR ELSE BE VOTED BY THE
AFFILIATES FOR AND AGAINST THE RESPECTIVE PROPOSALS PRESENTED AT THE MEETING IN
THE SAME PROPORTIONS AS THE TOTAL VOTES THAT ARE CAST FOR AND AGAINST THE
PROPOSALS BY OTHER SHAREHOLDERS OF THE RESPECTIVE PACIFICA PORTFOLIOS.]
QUORUM. In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present at the Meeting but sufficient votes to
approve the Interim WFIM Agreements or the Reorganization Agreement are not
received with respect to Pacifica or one or more of the Pacifica Portfolios, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment(s) will require the
affirmative vote of a majority of those shares affected by the adjournment(s)
that are represented at the Meeting in person or by proxy. If a quorum is
present, the persons named as proxies will vote those proxies which they are
entitled to vote FOR the particular proposal for which a quorum exists in favor
of such adjournment(s), and will vote those proxies required to be voted AGAINST
such proposal against any adjournment(s). A shareholder vote may be taken with
respect to one or more Pacifica Portfolios (but not the other Pacifica
Portfolios) on some or all matters before any
48
<PAGE> 59
such adjournment(s) if sufficient votes have been received for approval. A
quorum is constituted with respect to Pacifica or a Pacifica Portfolio by the
presence in person or by proxy of the holders of more than 50% of the
outstanding shares of Pacifica or the Portfolio entitled to vote at the Meeting.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions will be treated as shares that are present at the
Meeting but which have not been voted. Abstentions will have the effect of a
"no" vote for purposes of obtaining the requisite approvals. Broker "non-votes"
(that is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will not be treated as shares that are present
at the Meeting and, accordingly, could make it more difficult to obtain the
requisite approvals.
ANNUAL MEETINGS. Neither Stagecoach nor Pacifica presently intends to
hold annual meetings of shareholders for the election of directors/trustees and
other business unless and until such time as less than a majority of the
directors/trustees holding office have been elected by the shareholders, at
which time the directors/trustees then in office will call a shareholders'
meeting for the election of directors/trustees. Under certain circumstances,
however, shareholders of the Pacifica Portfolios have the right to call a
meeting of shareholders to consider the removal of one or more Trustees and such
meetings will be called when requested by the holders of record of 10% or more
of the outstanding shares of beneficial interest of Pacifica. To the extent
required by law, Pacifica will assist in shareholder communications in such
matters. Similarly, under certain circumstances, shareholders of Stagecoach have
the right to remove a director of Stagecoach.
ADDITIONAL INFORMATION ABOUT STAGECOACH
Additional information about the Existing Stagecoach Funds is included
in Prospectuses and Statements of Additional Information dated April 29, 1996,
as supplemented through the date hereof, copies of which, to the extent not
included herewith, may be obtained without charge by writing or calling
Stagecoach at: Stagecoach Funds, Inc., c/o Stagecoach Shareholder Services,
Wells Fargo Bank, N.A., P.O. Box 7066, San Francisco, CA 94120-7066. Stagecoach
is subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and the 1940 Act, and in accordance therewith it files
reports, proxy materials and other information with the SEC. Reports and other
information filed by Stagecoach can be inspected and copied at the Public
Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, these materials can be inspected and copied
at the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials also can be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates.
49
<PAGE> 60
Officers of Stagecoach are elected by, and serve at the pleasure of,
the Board of Directors. Officers of Stagecoach receive no remuneration from
Stagecoach for their services in such capacities.
Information included in this Combined Proxy Statement/Prospectus
concerning Stagecoach was provided by Stagecoach.
ADDITIONAL INFORMATION ABOUT PACIFICA
Additional information about the Pacifica Portfolios is included in the
Prospectuses, dated February 1, 1996 (as supplemented through the date hereof),
which have been filed with the SEC. Copies of these Prospectuses and the related
Statements of Additional Information may be obtained without charge by writing
to Pacifica Funds Distributor Inc., 230 Park Avenue, New York, New York 10169 or
by calling 1-800-662-8417. Reports and other information filed by Pacifica can
be inspected and copied at the Public Reference Facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the offices of Pacifica
Funds Distributor Inc. listed above. In addition, these materials can be
inspected and copied at the SEC's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also can be obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates.
Condensed financial information for the Pacifica Portfolios as of March
31, 1996 is attached to this Combined Prospectus/Proxy Statement as Appendix
VIII.
Information included in this Combined Proxy Statement/Prospectus
concerning Pacifica was provided by Pacifica.
FINANCIAL STATEMENTS
The financial statements and condensed financial information for shares
of the Existing Stagecoach Funds for the annual period ended December 31, 1995
are included or incorporated by reference in their prospectuses or statements of
additional information, or in the statement of additional information related to
this Combined Proxy Statement/Prospectus. The financial statements and condensed
financial information for shares of the Pacifica Portfolios for the [ANNUAL
PERIOD ENDED SEPTEMBER 30, 1995 AND SIX-MONTH PERIOD ENDED MARCH 31, 1996 ARE
INCLUDED OR INCORPORATED BY REFERENCE IN THEIR PROSPECTUSES OR STATEMENTS OF
ADDITIONAL INFORMATION OR IN THE STATEMENT OF ADDITIONAL INFORMATION RELATED TO
THIS COMBINED PROXY STATEMENT/PROSPECTUS, OR ARE INCLUDED HEREIN].
The annual financial statements and financial highlights have been
audited by independent auditors to the extent indicated in their reports
thereon, also incorporated by reference or included in such prospectuses and
statements of additional information, and
50
<PAGE> 61
have been incorporated herein by reference in reliance upon such reports given
upon the authority of such firms as experts in accounting and auditing.
The financial statements and financial highlights of the Existing
Stagecoach Funds (California Tax-Free Bond Fund, California Tax-Free Income
Fund, Ginnie Mae Fund, Growth and Income Fund, Money Market Mutual Fund and
Short-Intermediate U.S. Government Income Fund) as of and for the year ended
December 31, 1995, have been incorporated by reference herein [and in the
statement of additional information] in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The statements of assets and liabilites, including the statements of
investments, of the former Westcore Trust Funds (the Growth Fund, Short-Term
Government Bond Fund, Bonds Plus Fund, GNMA Fund, Arizona Intermediate Tax-Free
Fund, Oregon Tax-Exempt Fund, Quality Tax-Exempt Income Fund and Prime Money
Market Fund) as of May 31, 1995 and September 30, 1995, the related statements
of operations for the year ended May 31, 1995 and the four month period ended
September 30, 1995, and the statements of changes in net assets and financial
highlights for each of the periods indicated are incorporated by reference
herein and in the registration statement. These financial statements have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which have also been incorporated by reference herein, and have been
so included upon the report of such firm given upon their authority as experts
in accounting and auditing.
OTHER BUSINESS
Pacifica's Board of Trustees knows of no other business to be brought
before the Meeting. However, if any other matters come before the Meeting, it is
the intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to Pacifica FundsTrust or to
Stagecoach Funds, Inc. in writing at the appropriate addresses on the cover page
of this Combined Proxy Statement/Prospectus or by telephoning Pacifica at
1-800-662-8417 or Stagecoach at 1-800-222-8222.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE
REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SHAREHOLDERS ALSO MAY RETURN PROXIES BY TELEFAX OR VOTE BY TELEPHONE.
PACIFICA FUNDS TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS
SEPTEMBER 30, 1995 ANNUAL SHAREHOLDERS REPORT AND ITS MARCH 31, 1996 SEMI-ANNUAL
SHAREHOLDERS REPORT TO ANY SHAREHOLDER UPON REQUEST ADDRESSED TO 237 PARK
AVENUE, NEW YORK, NEW YORK 10017 OR BY TELEPHONE AT 1-800-662-8417.
51
<PAGE> 62
APPENDIX I
MASTER INVESTMENT ADVISORY CONTRACT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company which currently
has one or more separate investment portfolios as may be established and
designated by the Trustees from time to time (the "Funds"). This contract
shall pertain to such Funds as shall be designated in Supplements to this
contract as further agreed between the Trust and the Advisor. A separate class
of shares of beneficial interest in the Trust is offered to investors with
respect to each Fund. The Trust engages in the business of investing and
reinvesting the assets of each Fund in the manner and in accordance with the
investment objectives and restrictions specified in the currently effective
Prospectus (the "Prospectus") relating to the Funds included in the Trust's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"). Copies of the
documents referred to in the preceding sentence have been furnished to the
Advisor. Any amendments to those documents shall be furnished to the Advisor
promptly. Pursuant to a Master Distribution Contract and the Supplements
thereto (the "Distribution Contract") and a Master Administrative Services
Contract and the Supplements thereto between the Trust and Furman Selz LLC (the
"Sponsor"), the Trust has employed the Sponsor to act as principal underwriter
for each Fund and to provide the Trust management and other services. The
Trust has adopted a Master Distribution Plan and the Supplements thereto (the
"Plan") with respect to the Funds pursuant to Rule 12b-1 under the 1940 Act.
2. The Trust hereby appoints the Advisor to provide the
investment advisory services specified in this contract and the Advisor hereby
accepts such appointment.
<PAGE> 63
First Interstate Capital
Management, Inc.
Page 2
3. (a) The Advisor shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate to assist it in
performing its obligations under this contract and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
contract.
(b) The Trust shall be responsible for all of its
expenses and liabilities, including compensation of its trustees who are not
affiliated with the Advisor, the Sponsor or any of their affiliates; taxes and
governmental fees; interest charges; fees and expenses of the Trust's
independent accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including maintenance of books and accounts
and calculation of the net asset value of shares of the Funds), transfer agent,
registrar and dividend disbursing agent of the Trust; expenses of issuing,
redeeming, registering and qualifying for sale shares of beneficial interest in
the Trust; expenses of preparing and printing share certificates, prospectuses
and reports to shareholders, notices, proxy statements and reports to
regulatory agencies; the cost of office supplies, including stationery; travel
expenses of all officers, trustees and employees; insurance premiums; brokerage
and other expenses of executing portfolio transactions; expenses of
shareholders' meetings; organizational expenses; and extraordinary expenses.
4. (a) The Advisor shall provide to the Trust investment
guidance and policy direction in connection with the management of the
portfolio of each Fund, including oral and written research analysis, advice,
statistical and economic data and information and judgments, of both a
macroeconomic and microeconomic character.
The Advisor will determine the securities to be purchased or sold by
each Fund and will place orders with broker-dealers pursuant to its
determinations. The Advisor will determine what portion of each Fund's
portfolio shall be invested in securities described by the policies of each
Fund and what portion, if any, should be invested otherwise or held uninvested.
The Trust will have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to investment
advisory customers of the Advisor. In making investment decisions, hereunder,
it is understood that the Advisor will not use any inside information that may
be in its possession or in the possession of any of its affiliates, nor will
the Advisor seek to obtain any such information.
(b) The Advisor also shall provide to the Trust's
officers administrative assistance in connection with the operation of the
Trust and each of the Funds, which shall include (i) compliance with all
reasonable requests of the Trust for information, including information
required in connection with the Trust's filings with the Securities and
Exchange Commission and state securities commissions and (ii) such other
services as the Advisor shall from time to time determine, upon consultation
with the Sponsor, to be necessary or useful to the administration of the Trust
and the Funds.
<PAGE> 64
First Interstate Capital
Management, Inc.
Page 3
(c) As manager of the assets of each Fund, the Advisor
shall make investments for the account of each Fund in accordance with the
Advisor's best judgment and within the investment objectives and restrictions
set forth in the Prospectus, the 1940 Act and the provisions of the Internal
Revenue Code relating to regulated investment companies, subject to policy
decisions adopted by the Trust's Board of Trustees. The Trust will promptly
notify the Advisor in writing of any changes in each Fund's investment
objectives and restrictions.
(d) The Advisor shall furnish to the Trust's Board of
Trustees periodic reports on the investment performance of each Fund and on the
performance of its obligations under this contract and shall apply such
additional reports and information as the Trust's officers or Board of Trustees
shall reasonably request.
(e) On occasions when the Advisor deems the purchase or
sale of a security to be in the best interest of a Fund as well as other
customers, the Advisor, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain the best
execution or lower brokerage commissions, if any. The Advisor may also on
occasion purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Advisor in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to that Fund and to such other customers.
(f) The Advisor may cause a Fund to pay a broker which
provides brokerage and research services to the Advisor a commission for
effecting a securities transaction in excess of the amount another broker might
have charged. Such higher commissions may not be paid unless the Advisor
determines in good faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or the Advisor's
overall responsibilities to each Fund and any other of the Advisor's clients.
5. The Advisor shall give the Trust the benefit of the Advisor's
best judgment and efforts in rendering services under this contract. As an
inducement to the Advisor's undertaking to render these services, the Trust
agrees that the Advisor shall not be liable under this contract for any mistake
in judgment or in any other event whatsoever, provided that nothing in this
contract shall be deemed to protect or purport to protect the Advisor against
any liability to the Trust or its shareholders to which the Advisor would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Advisor's duties under this contract or by
reason of the Advisor's reckless disregard of its obligations and duties
hereunder.
6. In consideration of the services to be rendered by the Advisor
under this contract, each Fund shall pay the Advisor a monthly fee on the first
business day of each month at the annual rates set forth in a Supplement to
this contract with respect to each Fund, provided that no fee shall accrue or
be payable hereunder with respect to a Fund until the first day after the date
(the "Approval Date") on which this contract has been approved by the vote of a
majority of the outstanding voting securities of that Fund (as defined in the
1940 Act).
<PAGE> 65
First Interstate Capital
Management, Inc.
Page 4
If the fees payable to the Advisor pursuant to this paragraph 6 begin to accrue
before the end of any month or if this contract terminates before the end of
any month, the fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may
be, shall be prorated according to the proportion which the period bears to the
full month in which the effectiveness of termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Fund shall be
computed in the manner specified in the Prospectus for the computation of net
asset value. For purposes of this contract, a "business day" is any day the
New York Stock Exchange is open for trading.
7. If the aggregate expenses of every character incurred by, or
allocated to, each Fund in any fiscal year, other than interest, taxes,
expenses under the Plan, brokerage commissions and other portfolio transaction
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles and any extraordinary expense (including,
without limiting, litigation and indemnification expense), but including the
fees payable under this contract and the fees payable to the Sponsor under the
Plan ("includable expenses"), shall exceed the expense limitations applicable
to that Fund imposed by state securities law or regulations thereunder, as
these limitations may be raised or lowered from time to time, the Advisor shall
pay that Fund an amount equal to a percentage of that excess as set forth in a
Supplement to this contract with respect to each Fund (the "Advisor's
reimbursement") provided, however, that the Advisor shall not be required to
pay any amount in excess of fees received by the Advisor from the Trust under
this contract. With respect to portions of a fiscal year in which this
contract shall be in effect, the foregoing limitations shall be prorated
according to the proportion which that portion of the fiscal year bears to the
full fiscal year. At the end of each month of the Trust's fiscal year, the
Sponsor will review the includable expenses accrued during that fiscal year to
the end of the period and shall estimate the contemplated includable expenses
for the balance of that fiscal year. If, as a result of that review and
estimation, it appears likely that the includable expenses will exceed the
limitations referred to in this paragraph 7 for a fiscal year with respect to a
Fund, the monthly fees relating to that Fund payable to the Advisor under this
contract for such month shall be reduced, subject to a later reimbursement to
reflect actual expenses, by an amount equal to that percentage set forth in a
Supplement to this contract (which shall be equal to the Advisor's
reimbursement) of a pro rata portion (prorated on the basis of the remaining
months of the fiscal year, including the month just ended) of the amount by
which the includable expenses for the fiscal year (less an amount equal to the
aggregate of actual reductions made pursuant to this provision with respect to
prior months of the fiscal year) are expected to exceed the limitations
provided in this paragraph 7. For purposes of the foregoing, the value of the
net assets of each Fund shall be computed in the manner specified in paragraph
6, and any payments required to be made by the Advisor shall be made once a
year promptly after the end of the Trust's fiscal year.
8. (a) This contract and any Supplement shall become
effective with respect to each Fund on the date specified and shall thereafter
continue in effect for a period of more than one year from the date with
respect to that Fund only so long as the continuance is specifically approved
at least annually (i) by the
<PAGE> 66
First Interstate Capital
Management, Inc.
Page 5
vote of a majority of the outstanding voting securities of that Fund (as
defined in the 1940 Act) or by a majority of the Trust's Board of Trustees and
(ii) by the vote, cast in person at a meeting called for that purpose, of a
majority of the Trust's Trustees who are not parties to this contract or
"interested person" (as defined in the 1940 Act) of any such party.
(b) This contract and any Supplement thereto may be
terminated with respect to a Fund at any time, without the payment of any
penalty, by a vote of a majority of the outstanding voting securities of that
Fund (as defined in the 1940 Act) or by a vote of a majority of the Trust's
entire Board of Trustees on 60 days' written notice to the Advisor or by the
Advisor on 60 days' written notice to the Trust. This contract shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
9. Except to the extent necessary to perform the Advisor's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Advisor, or any affiliate of the Advisor, or any
employee of the Advisor, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
10. The investment management services of the Advisor to the Trust
under this contract are not to be deemed exclusive as to the Advisor and the
Advisor will be free to render similar services to others.
11. This contract shall be construed in accordance with the laws
of the State of New York, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act.
12. In the event that the Board of Trustees of the Trust shall
establish one or more additional investment portfolios, it shall so notify the
Advisor in writing. If the Advisor wishes to render investment advisory
services to such portfolio, it shall so notify the Trust in writing, whereupon
such portfolio shall become a Fund hereunder.
13. The Declaration of Trust establishing the Trust, filed on July
17, 1984, a copy of which together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts, provides that the name "Fund Source" refers to the trustees
under the Declaration collectively as trustees and not as individuals or
personally, and that no shareholder, trustee, officer, employee or agent of the
Trust shall be subject to claims against or obligations of the Trust to any
extent whatsoever, but that the Trust estate only shall be liable.
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
<PAGE> 67
First Interstate Capital
Management, Inc.
Page 6
By: /s/ Joan V. Fiore
-----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E.S. Claunch
Title:President
<PAGE> 68
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Government Money Market Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Government Money Market Fund (the "Fund") is a separate investment portfolio of
the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 69
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month 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; and 0.20% of the
assets in excess of $1 billion on the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 60%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
<PAGE> 70
First Interstate Capital
Management, Inc.
Page 3
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E. S. Claunch
-------------
Title:President
<PAGE> 71
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Money Market Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Money Market Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 72
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month 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; and 0.20% of the
assets in excess of $1 billion on the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 60%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
<PAGE> 73
First Interstate Capital
Management, Inc.
Page 3
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E. S. Claunch
------------------
Title:President
<PAGE> 74
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Asset Preservation Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Asset Preservation Fund (the "Fund") is a separate investment portfolio of the
Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 75
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.35% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 63%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E. S. Claunch
-------------
Title:President
<PAGE> 76
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Government Income Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Government Income Fund (the "Fund") is a separate investment portfolio of the
Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 77
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.50% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 71%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E.S. Claunch
-----------------
Title:President
<PAGE> 78
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Equity Value Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Equity Value Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 79
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.60% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 75%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E.S. Claunch
-----------------
Title:President
<PAGE> 80
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica Balanced Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
Balanced Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 81
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.60% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 75%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
----------------------------
Title:Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E.S. Claunch
-----------------
Title: President
<PAGE> 82
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica California Tax-Exempt Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
California Tax-Exempt Fund (the "Fund") is a separate investment portfolio of
the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 83
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.50% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 71%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title: Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E. S. Claunch
------------------
Title: President
<PAGE> 84
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
April 1, 1996
First Interstate Capital
Management, Inc.
7501 East McCormick Parkway
Scottsdale, AZ 85258
Re: Pacifica California Short-Term Tax-Exempt Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and First Interstate Capital Management, Inc., to be renamed "Wells Fargo
Investment Management, Inc.," (the "Advisor") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consists of one or more separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust
is offered to investors with respect to each investment portfolio. Pacifica
California Short-Term Tax-Exempt Fund (the "Fund") is a separate investment
portfolio of the Trust.
2. The Trust and the Advisor have entered into a Master
Investment Advisory Contract ("Master Advisory Contract") pursuant to which the
Trust has employed the Advisor to provide investment advisory and other
services specified in that Contract and the Advisor has accepted such
employment.
3. As provided in paragraph 1 of the Master Advisory Contract,
the Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Advisor hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund the terms and conditions of such Master Advisory Contract
being hereby incorporated herein by reference.
4. The term "Funds" as used in the Master Advisory Contract shall
for purposes of this Supplement pertain to the Fund.
<PAGE> 85
First Interstate Capital
Management, Inc.
Page 2
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall, with
respect to the Fund, pay the Advisor a monthly fee on the first business day of
each month at the annual rate of 0.35% on the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund.
6. As provided and defined in paragraph 7 of the Master Advisory
Contract, the "Advisor's reimbursement" shall for purposes of this Supplement
with respect to the Fund equal 71%.
7. This Supplement and the Master Advisory Contract (together,
the "Contract") shall become effective with respect to the Fund on April 1,
1996 and shall continue thereafter in effect with respect to the Fund for a
period of more than one year from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or by a
majority of the Trust's Board of Trustees and (b) by the vote, cast in person
at a meeting called for that purpose, of a majority of the Trust's Trustees who
are not parties to this contract or "interested person" (as defined in the
Investment Company Act of 1940 (the "1940 Act") of any such party. This
contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Advisor and by the Advisor on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust
and the Advisor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PACIFICA FUNDS TRUST
By: /s/ Joan V. Fiore
-----------------------------
Title: Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E. S. Claunch
------------------
Title: President
<PAGE> 86
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April 1, 1996 between PACIFICA FUNDS
TRUST, a Massachusetts business trust (the "Trust"), and FIRST INTERSTATE
CAPITAL MANAGEMENT, INC., to be renamed "Wells Fargo Investment Management,
Inc.," (the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to
furnish investment advisory and other services to the Trust for its Money
Market Trust, Growth Fund, Short-Term Government Bond Fund, Intermediate
Government Bond Fund, Intermediate Bond Fund, Oregon Tax-Exempt Fund, Arizona
Tax-Exempt Fund, and National Tax-Exempt Fund (the "Initial Funds"), and the
Investment Adviser is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
(a) The Trust hereby appoints the Investment Adviser to
act as investment adviser to the Initial Funds for the period and on the terms
set forth in this Agreement. The Investment Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation herein
provided. The Investment Adviser may, in its discretion, provide such services
through its own employees or the employees of one or more affiliated companies
that are qualified to act as investment adviser to the Trust under applicable
law and are under the common control of Wells Fargo & Company provided (i) that
all persons, when providing services hereunder, are functioning as part of an
organized group of persons, and (ii) that such organized group of persons is
managed at all times by authorized officers of the Investment Adviser.
(b) In the event that the Trust establishes one or more
series or portfolios other than the Initial Funds with respect to which it
desires to retain the Investment Adviser to act as investment adviser
hereunder, it shall notify the Investment Adviser in writing. If the
Investment Adviser is willing to render such services under this Agreement it
shall notify the Trust in writing whereupon such series or portfolio shall
become a Fund hereunder and shall be subject to the provisions of this
Agreement to the same extent as the Initial Funds except to the extent that
said provisions (including those relating to the compensation payable by the
Trust to the Investment Adviser) are modified with respect to such Fund in
writing by the Trust and the Investment Adviser at the time. The term "Fund"
herein shall refer to each such Fund as referred to in the foregoing sentence
together with the Initial Funds.
<PAGE> 87
2. SUBCONTRACTORS.
It is understood that the Investment Adviser may from time to
time employ or associate with itself such person or persons as the Investment
Adviser may believe to be particularly fitted to assist in the performance of
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by the Investment Adviser and that the Investment Adviser
shall be as fully responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions. Without limiting the
generality of the foregoing, it is agreed that investment advisory services to
any Fund may be provided by a subadviser agreeable to the Investment Adviser
and approved in accordance with the provisions of the 1940 Act. Any such
subadvisers are hereinafter referred to as the "Sub-Advisers."
3. MANAGEMENT.
Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for each
Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Funds. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by each Fund. The Investment
Adviser will provide the services rendered by it under this Agreement in
accordance with each Fund's investment objective, policies and restrictions as
stated in the Prospectus for such Fund and resolutions of the Trust's Board of
Trustees. Without limiting the generality of the foregoing, the Investment
Adviser shall:
(a) review, monitor, analyze and report to the
Board of Trustees on the performance of the Sub-Adviser(s),
(b) review, analyze and recommend to the Board of
Trustees additional subadvisers as new investment portfolios
are implemented,
(c) furnish to the Board of Trustees or
Sub-Advisers statistical and economic information as may be
requested, and
(d) recommend, in conjunction with the
Sub-Advisers, potential changes in investment policy.
The Investment Adviser further agrees that it shall:
(e) Update each Fund's cash availability
throughout the day as required;
(f) Maintain historical tax lots for each
portfolio security held by the Funds;
(g) Transmit trades to the Trust's custodian for
proper settlement;
2
<PAGE> 88
(h) Maintain all books and records with respect
to each Fund's securities transactions;
(i) Supply the Trust and its Board of Trustees
with reports and statistical data as requested; and
(j) Prepare periodic broker security transaction
summaries and security transaction listings for each Fund.
4. OTHER COVENANTS.
The Investment Adviser agrees that it:
(a) will comply with all applicable Rules and
Regulations of the Securities and Exchange Commission and will
in addition conduct its activities under this Agreement in
accordance with other applicable law;
(b) will use the same skill and care in providing
such services as it uses in providing services to fiduciary
accounts for which it has investment responsibilities;
(c) will place orders pursuant to its investment
determinations for each Fund either directly with the issuer
or with any broker or dealer. In executing portfolio
transactions and selecting brokers or dealers, the Investment
Adviser will use its best efforts to seek on behalf of the
Funds the best overall terms available. In assessing the best
overall terms available for any transaction, the Investment
Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price
of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker-dealer to execute a
particular transaction, the Investment Adviser may also
consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to the Funds and/or other accounts over which
the Investment Adviser or an affiliate of the Investment
Adviser exercises investment discretion. The Investment
Adviser is authorized, subject to the prior approval of the
Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Funds which
is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if,
but only if, the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value
of the brokerage and research services provided by such broker
or dealer -- viewed in terms of that particular transaction or
in terms of the overall responsibilities of the Investment
Adviser to the Funds. In addition, the Investment Adviser is
authorized to allocate
3
<PAGE> 89
purchase and sales orders for portfolio securities to brokers
or dealers (including brokers and dealers that are affiliated
with the Investment Adviser, any Sub-Adviser or the Trust's
principal underwriter) to take into account the sale of shares
of the Trust if the Investment Adviser believes that the
quality of the transaction and the commission are comparable
to what they would be with other qualified firms. In no
instance, however, will portfolio securities be purchased from
or sold to the Investment Adviser, any Sub-Adviser, the
Trust's principal underwriter or any affiliated person of
either the Trust, the Investment Adviser, a Sub-Adviser or the
principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange
Commission; and
(d) will maintain a policy and practice of
conducting its investment advisory services hereunder
independently of the commercial banking operations of any
affiliated person of the Investment Adviser. When the
Investment Adviser makes investment recommendations for a
Fund, its investment advisory personnel will not inquire or
take into consideration whether the issuer of securities
proposed for purchase or sale for such Fund's account are
customers of the commercial department of any affiliated
person of the Investment Adviser.
5. SERVICES NOT EXCLUSIVE.
The Trust understands that the Investment Adviser and the
Sub-Advisers (if any) may now act and may continue to act as investment adviser
to various investment companies or fiduciary or other managed accounts, and the
Trust has no objection to the Investment Adviser and the Sub-Advisers so
acting. In addition, it is understood that the persons employed by the
Investment Adviser and any Sub-Adviser to assist them in the performance of
their duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right of the
Investment Adviser or such Sub-Adviser or any affiliates thereof to engage in
and devote time and attention to businesses or to render services of whatever
kind or nature. To the extent that the purchase or sale of securities or other
investments of the same issuer may be deemed by the Investment Adviser or any
Sub-Adviser to be suitable for two or more accounts managed by the Investment
Adviser or Sub-Adviser, the available securities or investments may be
allocated in a manner believed by the Investment Adviser or Sub-Adviser to be
equitable to each account. It is recognized that in some cases this procedure
may adversely affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by a Fund.
6. BOOKS AND RECORDS.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Investment Adviser hereby agrees that all records which it
maintains for each Fund are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
4
<PAGE> 90
7. EXPENSES.
During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction costs, if any) purchased
or sold for any Fund. In addition, if the expenses borne by any Fund in any
fiscal year exceed the applicable expense limitations imposed by the securities
regulations of any state in which its shares are registered or qualified for
sale to the public, the Investment Adviser shall reimburse such Fund an amount
equal to a percentage of that excess as set forth in the following table,
provided, however, that the Investment Adviser shall not be required to pay any
amount in excess of fees received by the Investment Adviser from the Trust
under this Agreement.
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Fund REIMBURSEMENT PERCENTAGE
-------------------------------------------------------------------
<S> <C>
-------------------------------------------------------------------
Money Market Trust 67%
-------------------------------------------------------------------
Growth Fund 84%
-------------------------------------------------------------------
Short-Term Government Bond Fund 77%
-------------------------------------------------------------------
Intermediate Government Bond Fund 77%
-------------------------------------------------------------------
Intermediate Bond Fund 77%
-------------------------------------------------------------------
Oregon Tax-Exempt Fund 77%
-------------------------------------------------------------------
Arizona Tax-Exempt Fund 77%
-------------------------------------------------------------------
National Tax-Exempt Fund 77%
-------------------------------------------------------------------
</TABLE>
Such expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
8. COMPENSATION.
For the services provided and the expenses assumed pursuant to
this Agreement, the Trust will pay the Investment Adviser and the Investment
Adviser will accept as full compensation therefor a fee, computed daily and
payable monthly, at the annual rate for each Fund indicated below based on the
Fund's average daily net assets:
5
<PAGE> 91
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Fund FEE RATE
-------------------------------------------------------------------
<S> <C>
-------------------------------------------------------------------
0.30% of first $500 million
of average daily net assets,
Money Market Trust 0.25% of next $500 million
of average daily net assets,
0.20% of average daily net
assets over $1 billion
-------------------------------------------------------------------
Growth Fund 0.75%
-------------------------------------------------------------------
Short-Term Government Bond Fund 0.50%
-------------------------------------------------------------------
Intermediate Government Bond Fund 0.50%
-------------------------------------------------------------------
Intermediate Bond Fund 0.50%
-------------------------------------------------------------------
Oregon Tax-Exempt Fund 0.50%
-------------------------------------------------------------------
Arizona Tax-Exempt Fund 0.50%
-------------------------------------------------------------------
National Tax-Exempt Fund 0.50%
-------------------------------------------------------------------
</TABLE>
Such fee as is attributable to each Fund shall be a separate charge to such
Fund and shall be the several (and not joint or joint and several) obligation
of each such Fund.
9. LIMITATION OF LIABILITY.
Subject to the provisions of Paragraph 2 above, concerning the
Investment Adviser's responsibility for the acts and omissions of persons
employed by or associated with the Investment Adviser, the Investment Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of this Agreement,
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 the Investment
Adviser in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
6
<PAGE> 92
10. DURATION AND TERMINATION.
Provided that this Agreement (as supplemented by the terms
specified in any notice and agreement pursuant to Paragraph 1(b) hereof) shall
have been approved by the shareholders of such Fund, in accordance with the
requirements under the 1940 Act, this Agreement will become effective with
respect to any Initial Fund on the date hereof or, if later, on the date such
approval is obtained, and with respect to any additional Fund on the date of
receipt by the Trust of notice from the Adviser in accordance with Paragraph
1(b) hereof that the Adviser is willing to serve as investment adviser with
respect to such Fund, and, unless sooner terminated as provided herein, shall
continue in effect until March 31, 1997. Thereafter, if not terminated, this
Agreement shall automatically continue in effect as to a particular Fund for
successive annual periods, provided such continuance is specifically approved
at least annually (a) by the vote of a majority of those members of the Trust's
Board of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trust's Board of Trustees or by vote of a majority of
the outstanding voting securities of such Fund. Notwithstanding the foregoing,
this Agreement may be terminated as to any Fund at any time, without the
payment of any penalty, by the Trust (by vote of the Trust's Board of Trustees
or by vote of a majority of the outstanding voting securities of such Fund), or
by the Investment Adviser on sixty days' written notice. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
11. AMENDMENT OF THIS AGREEMENT.
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. To the extent required by the 1940 Act, no amendment of
this Agreement shall be effective as to a particular Fund until approved by
vote of a majority of the outstanding voting securities of such Fund.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by California law.
7
<PAGE> 93
13. LIMITED LIABILITY OF SHAREHOLDERS AND TRUSTEES.
The Declaration of Trust establishing the Trust, filed on July
17, 1984, a copy of which, together with all amendments thereto, is on file in
the Office of the Secretary of the Commonwealth of Massachusetts, provides that
the name "Pacifica Funds Trust" refers to the trustees under the Declaration of
Trust collectively as trustees and not as individuals or personally, and that
no shareholder, trustee, officer, employee or agent of Pacifica shall be
subject to claims against or obligations of Pacifica to any extent whatsoever,
but that the Trust estate only shall be liable. All obligations of the Trust
under this Agreement shall apply only on a Fund-by-Fund basis and the assets of
one Fund shall not be liable for the obligations of another.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
PACIFICA FUNDS TRUST
Attest: By: /s/ Joan V. Fiore
Name: Joan V. FIore
___________________ Title: Vice President & Secretary
[SEAL]
FIRST INTERSTATE CAPITAL MANAGEMENT,
INC.
Attest: By: /s/ E.S. Claunch
Name: Edward S. Claunch
___________________ Title: President
[SEAL]
8
<PAGE> 94
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
AGREEMENT made as of April 1, 1996 between PACIFICA FUNDS TRUST, a
Massachusetts business trust (herein called the "Trust"), and FIRST INTERSTATE
CAPITAL MANAGEMENT, INC., to be renamed "Wells Fargo Investment Management,
Inc.," (herein called the "Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services and certain administration services to the Trust's Pacifica
Prime Money Market Fund and Pacifica Treasury Money Market Fund, and the
Adviser is willing to so furnish such services;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
(a) The Trust hereby appoints the Adviser to act as investment
adviser to the Trust's Pacifica Treasury Money Market Fund and Pacifica Prime
Money Market Fund ("Initial Portfolios") for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
(b) In the event that the Trust establishes one or more series or
portfolios other than the Initial Portfolios with respect to which it desires
to retain the Adviser to act as investment adviser hereunder, it shall notify
the Adviser in writing. If the Adviser is willing to render such services
under this Agreement it shall notify the Trust in writing whereupon such series
or portfolio shall become a Portfolio hereunder and shall be subject to the
provisions of this Agreement to the same extent as the Initial Portfolios
except to the extent that said provisions (including those relating to the
compensation payable by the Trust to the Adviser) are modified with respect to
such Portfolio in writing by the Trust and the Adviser at the time. The term
"Portfolio" herein shall refer to each such Portfolio as referred to in the
foregoing sentence together with the Initial Portfolios.
<PAGE> 95
2. SUBCONTRACTORS.
It is understood that the Adviser may from time to time employ or
associate with itself such person or persons as the Adviser may believe to be
particularly fitted to assist in the performance of this Agreement; provided,
however, that (a) the compensation of such person or persons shall be paid by
the Adviser, and (b) the Adviser shall be as fully responsible to the Trust for
the acts and omissions of any such person or persons as it is for its own acts
and omissions. Without limiting the generality of the foregoing, it is agreed
that investment advisory services to a Portfolio may be provided by one or more
co-advisers or sub-advisers agreeable to the Adviser and approved in accordance
with the provisions of the 1940 Act. Such co-advisers or sub-advisers are
hereinafter referred to as the "Sub- advisers."
3. SERVICES OF ADVISER.
(a) Subject to the supervision of the Trust's Board of Trustees,
the Adviser will provide a continuous investment program for each of the
Trust's Portfolios, including investment research and management with respect
to all securities and investments and cash equivalents in said Portfolios. The
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to each
Portfolio. The Adviser will provide the services under this Agreement in
accordance with each Portfolio's investment objective, policies and
restrictions as stated in the Trust's Prospectus, as from time to time amended,
and resolutions of the Trust's Board of Trustees. Without limiting the
generality of the foregoing, the Adviser shall:
(i) review, monitor, analyze and report to the Board of
Trustees on the performance of the Sub- advisers (if any),
(ii) review, analyze and recommend to the Board of Trustees
additional Sub-advisers (if any) as new Portfolios are implemented,
(iii) furnish to the Board of Trustees or Sub-advisers (if
any), statistical and economic information as may be requested, and
(iv) recommend, in conjunction with the Sub-advisers (if
any), potential changes in investment policy.
-2-
<PAGE> 96
(b) The Adviser agrees to place all orders for the purchase and
sale of portfolio securities for the account of each Portfolio with brokers or
dealers selected by the Adviser. In executing portfolio transactions and
selecting brokers or dealers, the Adviser will use its best efforts to seek on
behalf of each Portfolio the best overall terms available. In assessing the
best overall terms available for any transaction, the Adviser shall consider
all factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission,
if any, both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the broker or
dealer to execute a particular transaction, the Adviser may also consider the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to any Portfolio and/or other
accounts over which the Adviser or an affiliate of the Adviser exercises
investment discretion. The Adviser is authorized, subject to the review of the
Trust's Board of Trustees, to pay to a broker or dealer which provides such
brokerage and research services a commission for executing a portfolio
transaction for any Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if,
but only if, the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer in accordance with the provision of Section
28(e) of the Securities Exchange Act of 1934.
(c) The Adviser agrees to (i) monitor and report to the Board of
Trustees on the Portfolios' arrangements with their Administrator and
Distributor, (ii) monitor the Portfolios' arrangements with respect to services
provided by Service Organizations to their customers, who are the beneficial
owners of the shares of the Portfolios, pursuant to agreements between the
Trust and such Service Organizations, including among other things, reviewing
the qualifications of Service Organizations wishing to enter into such
servicing agreements, assisting in the execution and delivery of servicing
agreements, monitoring the administration of the Service Organization
arrangements, reporting to the Board of Trustees with respect to the amounts
paid or payable by the Portfolios from time to time under such servicing
agreements and the nature of the services provided by the Service
Organizations, and maintaining appropriate records in connection with its
monitoring duties, and (iii) assist the Administrator of the Portfolios in
performing its administrative obligations to the Portfolios.
4. ADVISER'S COVENANTS.
The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its activities
under this Agreement in accordance with other applicable law;
(b) will furnish the Trust's Board of Trustees such periodic and
special reports as the Board may reasonably request;
-3-
<PAGE> 97
(c) will maintain a policy and practice of conducting its
investment advisory services hereunder independently of the commercial banking
operations of any affiliated person of the Adviser. When the Adviser makes
investment recommendations for a Portfolio, its investment advisory personnel
will not inquire or take into consideration whether the issuer of securities
proposed for purchase or sale for the Portfolio's account are customers of the
commercial department of any affiliated person of the Adviser; and
(d) will treat confidentially and as proprietary information of
the Trust, all records and other information relative to the Trust and prior or
present shareholders or those persons or entities who respond to inquiries of
the Trust's Distributor concerning investment in the Trust, and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Trust.
5. ADVISER'S AND SUB-ADVISERS' OTHER ACTIVITIES.
The Trust understands that the Adviser and the Sub-advisers (if any)
may now act and may continue to act as investment adviser to various investment
companies or fiduciary or other managed accounts, and the Trust has no
objection to the Adviser and the Sub-advisers so acting. In addition, it is
understood that the persons employed by the Adviser and any Sub-adviser to
assist them in the performance of their duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to limit
or restrict the right of the Adviser or such Sub- adviser or any affiliates
thereof to engage in and devote time and attention to businesses or to render
services of whatever kind or nature. To the extent that the purchase or sale
of securities of the same issuer may be deemed by the Adviser or any
Sub-adviser to be equally suitable at the same time for two or more accounts
managed by the Adviser or any Sub-adviser, the available securities will be
allocated in a manner believed by the Adviser or any Sub-adviser to be
equitable to each account. It is recognized that in some cases this procedure
may adversely affect the price paid or received by the Trust or the size of the
position obtainable for or disposed of by the Trust.
6. BOOKS AND RECORDS.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser hereby agrees that all records which it maintains for the Trust are
the property of the Trust and further agrees to surrender promptly to the Trust
any of such records upon the Trust's request. The Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
-4-
<PAGE> 98
7. EXPENSES.
During the term of this Agreement, the Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement other
than the cost of securities (including brokerage commissions, if any, and any
other transaction costs) purchased for or sold by the Trust. All expenses
incurred in the operation of the Trust (other than those borne by the Trust's
Administrator and Distributor), including, without limitation, taxes, interest,
penalties, brokerage and other fees and commissions, Securities and Exchange
Commission fees and state Blue Sky qualification fees, Trustees' fees and
expenses, officers' and employees' fees (other than officers or employees of
the Adviser or any affiliate thereof), advisory fees, administration fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, outside auditing and legal expenses, costs of maintenance
of trust existence, costs of independent pricing services, costs allocable to
investor services, including allocated telephone and personnel expenses, costs
of preparing, printing and distributing prospectuses to stockholders, costs of
stockholders' reports and meetings, costs of implementing and operating the
Trust's plan for Service Organizations and any extraordinary expenses will be
borne by the Trust.
8. COMPENSATION.
For the services provided and the expenses assumed pursuant to this
Agreement, the Trust will pay the Adviser and the Adviser will accept as full
compensation therefor a fee, computed daily and paid monthly (in arrears), at
an annual rate of 0.30% of the first $500 million of the average daily net
assets of each of the Pacifica Treasury Money Market Fund and Pacifica Prime
Money Market Fund (considered separately on a Portfolio-by-Portfolio basis),
0.25% of the next $500 million of each such Portfolio's average daily net
assets, and 0.20% of each such Portfolio's average daily net assets in excess
of $1 billion. The Adviser intends to waive a portion of such fees to the
extent that the investment advisory fees paid by a Portfolio to the Adviser
under this Agreement plus the fees paid by the Portfolio to Service
Organizations exceeds the annual rate of 0.50% of the Portfolio's average daily
net assets. Such fee as is attributable to each Portfolio shall be a separate
charge to such Portfolio and shall be the several (and not joint or joint and
several) obligation of each such Portfolio.
If in any fiscal year the aggregate expenses of a Portfolio (as
defined under the securities regulations of any state having jurisdiction over
such Portfolio) exceed the expense limitations of any such state, the Adviser
will reimburse the Portfolio for such excess expenses to the extent described
in any written undertaking provided by the Adviser or the Trust to such state.
Such expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
-5-
<PAGE> 99
9. LIABILITY OF ADVISER AND SUB-ADVISERS.
The Adviser shall exercise its best judgment in rendering these
services to the Portfolios and the Trust agrees as an inducement to the
Adviser's undertaking the same that the Adviser and the Sub-advisers (if any)
shall not be liable hereunder for any mistake of law or error of judgment or in
any other event whatsoever, provided that nothing herein shall be deemed to
protect or purport to protect the Adviser or any Sub-adviser against any
liability to the Portfolios or to their security holders to which the Adviser
or such Sub-Adviser would otherwise be subject by reason of a breach of
fiduciary duty with respect to the receipt of compensation for services, or
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of the Adviser's or any Sub-adviser's reckless
disregard of its obligations and duties hereunder. Any person, even though
also an officer, director, employee or agent of the Adviser or a Sub-adviser,
who may be or become an officer, trustee, employee or agent of the Trust shall
be deemed, when rendering services to the Trust or acting on any business of
the Trust (other than services or business in connection with the Adviser's or
a Sub-adviser's duties under this Agreement or another agreement) to be
rendering such services to or acting solely for the Trust and not as an
officer, partner, employee or agent or one under the control or direction of
the Adviser or a Sub-adviser even though paid by it.
10. DURATION AND TERMINATION.
Provided that this Agreement (as supplemented by the terms specified
in any notice and agreement pursuant to Section 1(b) hereof) shall have been
approved by the shareholders of such Portfolio, in accordance with the
requirements under the 1940 Act, this Agreement will become effective with
respect to an Initial Portfolio on the date hereof, and with respect to any
additional Portfolio on the date of receipt by the Trust of notice from the
Adviser in accordance with Section 1(b) hereof that the Adviser is willing to
serve as investment adviser with respect to such Portfolio, and, unless sooner
terminated as provided herein, shall continue in effect until March 31, 1997.
Thereafter, if not terminated, this Agreement shall continue in effect as to a
particular Portfolio for successive periods of twelve months each, provided
such continuance is specifically approved at least annually (a) by the vote of
a majority of those members of the Trust's Board of Trustees who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Trust's Board
of Trustees or by vote of a majority of the outstanding voting securities of
such Portfolio. Notwithstanding the foregoing, this Agreement may be
terminated as to any Portfolio at any time, without the payment of any penalty,
by the Trust (by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of such Portfolio), or by the Adviser, on
sixty days' written notice. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested persons" and "assignment" shall
have the same meaning of such terms in the 1940 Act.)
-6-
<PAGE> 100
11. AMENDMENT OF THIS AGREEMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. To the extent required by the 1940 Act, no amendment of this Agreement
shall be effective as to a particular Portfolio until approved by vote of a
majority of the outstanding voting securities of such Portfolio.
12. LIMITED LIABILITY OF SHAREHOLDERS AND TRUSTEES.
The Declaration of Trust establishing the Trust, filed on July 17,
1984, a copy of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Pacifica Funds Trust" refers to the trustees under the Declaration of
Trust collectively as trustees and not as individuals or personally, and that
no shareholder, trustee, officer, employee or agent of Pacifica shall be
subject to claims against or obligations of Pacifica to any extent whatsoever,
but that the Trust estate only shall be liable. All obligations of the Trust
under this Agreement shall apply only on a Portfolio-by-Portfolio basis and the
assets of one Portfolio shall not be liable for the obligations of the other.
13. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by California law.
-7-
<PAGE> 101
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
PACIFICA FUNDS TRUST
BY: /s/ Joan V. Fiore
--------------------------------------
TITLE:Vice President & Secretary
-----------------------------------
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
BY: /s/ E.S. Claunch
--------------------------------------
TITLE:President
-----------------------------------
-8-
<PAGE> 102
APPENDIX II
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTORS OF WELLS FARGO
INVESTMENT MANAGEMENT, INC.
The following table sets forth the name, position and principal
occupation of the principal executive officer and each director of WFIM. Neither
the principal executive officer nor any of the directors of WFIM or any of its
affiliates hold positions with Stagecoach. Unless otherwise indicated, the
address of the principal executive officer and each director is 444 Market
Street, San Francisco, California 94111.
<TABLE>
<CAPTION>
Name and Position
at WFIM Principal Occupation(s) and Address(es)
------- ---------------------------------------
<S> <C>
Michael Niedermeyer, Director Executive Vice-President
Wells Fargo Bank
444 Market Street, 17th Floor
San Francisco, CA 94163
Guy Rounsaville, Director and Secretary Executive Vice-President and Chief Counsel
Wells Fargo Bank
420 Montgomery Street
12th Floor
San Francisco, CA 94163
Clyde Ostler, Director Vice Chairman
Wells Fargo Bank
420 Montgomery Street
12th Floor
San Francisco, CA 94163
Edward Claunch, President President
Wells Fargo Investment Management, Inc.
7501 E. McCormick Parkway
Scottsdale, AZ 85258
</TABLE>
<PAGE> 103
APPENDIX III
AGREEMENT AND PLAN OF
REORGANIZATION
BY AND BETWEEN
STAGECOACH FUNDS, INC.
AND
PACIFICA FUNDS TRUST
DATED: AS OF MAY __, 1996
<PAGE> 104
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C> <C>
1. CONVEYANCE OF ASSETS OF PACIFICA PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . 2
2. LIQUIDATION OF PACIFICA PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . 7
3. VALUATION TIME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PACIFICA. . . . . . . . . . . . 7
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF STAGECOACH. . . . . . . . . . . 12
6. SHAREHOLDER ACTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7. REGULATORY FILINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8. EFFECTIVE TIME OF THE REORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . 16
9. STAGECOACH CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
10. PACIFICA CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
11. FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . 27
13. TERMINATION OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
14. AMENDMENT AND WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
16. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
17. BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
18. BROKERAGE FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
19. PACIFICA LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
20. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
21. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
22. ANNOUNCEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
23. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
24. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>
i
<PAGE> 105
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
made as of this _____ day of May, 1996 by and between Pacifica Funds Trust
("Pacifica"), a Massachusetts business trust consisting of multiple investment
portfolios including the existing Prime Money Market Fund, Treasury Money
Market Fund, Money Market Trust, Money Market Fund, Government Money Market
Fund, Asset Preservation Fund, Short-Term Government Bond Fund, Intermediate
Government Bond Fund, Government Income Fund, Intermediate Bond Fund,
California Short-Term Tax-Exempt Fund, California Tax-Exempt Fund, Arizona
Tax-Exempt Fund, Oregon Tax-Exempt Fund, National Tax-Exempt Fund, Equity Value
Fund, Balanced Fund and Growth Fund (the "Pacifica Portfolios") and Stagecoach
Funds, Inc. ("Stagecoach"), a Maryland corporation consisting of multiple
investment portfolios including, among others, Prime Money Market Mutual Fund,
Treasury Money Market Mutual Fund, Money Market Trust, Money Market Mutual
Fund, Government Money Market Mutual Fund, Short-Intermediate U.S. Government
Income Fund, Ginnie Mae Fund, Intermediate Bond Fund, California Tax-Free
Income Fund, California Tax-Free Bond Fund, Arizona Tax-Free Fund, Oregon
Tax-Free Fund, National Tax-Free Fund, Equity Value Fund, Balanced Fund and
Growth and Income Fund (the "Stagecoach Funds").
WHEREAS, each of Pacifica and Stagecoach is an open-end
management investment company registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS, the parties desire that the assets and liabilities of
each Pacifica Portfolio be conveyed to and be acquired and assumed by, the
respective Stagecoach Fund corresponding thereto, as stated herein, in exchange
for shares of specified classes of the corresponding Stagecoach Fund which
shall thereafter promptly be distributed by Pacifica to the shareholders of the
corresponding classes of the Pacifica Portfolio in connection with its
liquidation as described in this Agreement (the "Reorganization");
WHEREAS, the parties intend that the following Stagecoach
Funds -- Prime Money Market Mutual Fund, Treasury Money Market Mutual Fund,
Money Market Trust, Government Money Market Mutual Fund, Intermediate Bond
Fund, Arizona Tax-Free Fund, Oregon Tax-Free Fund, National Tax-Free Fund,
Equity Value Fund and Balanced Fund -- shall have nominal assets and
liabilities before the Reorganization and shall continue the investment
operations of the Pacifica Portfolios thereafter, and that in this regard
certain actions shall be taken as described in this Agreement; and
WHEREAS, Stagecoach also maintains seven additional investment
portfolios -- Aggressive Growth Fund, Asset Allocation Fund, California
Tax-Free Money Market Mutual Fund, Corporate Stock Fund, Diversified Income
Fund, National Tax-Free Money Market Mutual Fund and U.S. Government Allocation
Fund -- that are not parties to the Reorganization;
1
<PAGE> 106
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and subject to the terms and conditions
hereof, the parties hereto, intending to be legally bound, agree as follows:
1. Conveyance of Assets of Pacifica Portfolios. (a) At the
Effective Time of the Reorganization, as defined in Section 8, all assets of
every kind, and all interests, rights, privileges and powers of each of the
Pacifica Portfolios, subject to all liabilities of such Portfolios, whether
accrued, absolute, contingent or otherwise existing as of the Effective Time of
the Reorganization, which liabilities shall include any obligation of the
Pacifica Portfolios to indemnify Pacifica's trustees and officers acting in
their capacities as such to the fullest extent permitted by law and Pacifica's
Amended and Restated Declaration of Trust as in effect on the date hereof (such
assets subject to such liabilities are herein referred to as the "Fund
Assets"), shall be transferred and conveyed by each Pacifica Portfolio to the
corresponding Stagecoach Fund (as set forth below) and shall be accepted and
assumed by such Stagecoach Fund as more particularly set forth in this
Agreement, such that at and after the Effective Time of the Reorganization:
(i) all assets of the Pacifica Portfolios shall become and be the assets of the
respective corresponding Stagecoach Funds; and (ii) all liabilities of the
Pacifica Portfolios shall attach to the respective corresponding Stagecoach
Funds as aforesaid and may thenceforth be enforced against the respective
Stagecoach Funds to the same extent as if incurred by them.
(b) Without limiting the generality of the foregoing, it is
understood that the Fund Assets shall include all property and assets of any
nature whatsoever, including, without limitation, all cash, cash equivalents,
securities, claims (whether absolute or contingent, known or unknown, accrued
or unaccrued) and receivables (including dividend and interest receivables)
owned by each Pacifica Portfolio, and any deferred or prepaid expenses shown as
an asset on each Pacifica Portfolio's books, at the Effective Time of the
Reorganization, and all goodwill, all other intangible property and all books
and records belonging to the Pacifica Portfolios. Notwithstanding anything
herein to the contrary, Stagecoach shall not be deemed to have assumed any
liability of Pacifica to Stagecoach that arises as a result of the breach of
any of the representations, warranties and agreements of Pacifica set forth in
Section 4, hereof.
(c) In particular, the Fund Assets of each Pacifica Portfolio
shall be transferred and conveyed to the corresponding Stagecoach Fund, as set
forth below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PACIFICA PORTFOLIO CORRESPONDING STAGECOACH
------------------ FUND
----
- -------------------------------------------------------------------------------
<S> <C>
Arizona Tax-Exempt Fund Arizona Tax-Free Fund*
- -------------------------------------------------------------------------------
Asset Preservation Fund Money Market Mutual Fund
- -------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 107
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
PACIFICA PORTFOLIO CORRESPONDING STAGECOACH
------------------ FUND
----
- --------------------------------------------------------------------------------------
<S> <C>
Balanced Fund Balanced Fund*
- --------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund California Tax-Free Income Fund
- --------------------------------------------------------------------------------------
California Tax-Exempt Fund California Tax-Free Bond Fund
- --------------------------------------------------------------------------------------
Equity Value Fund Equity Value Fund*
- --------------------------------------------------------------------------------------
Government Income Fund Short-Intermediate U.S. Government
Income Fund
- --------------------------------------------------------------------------------------
Government Money Market Fund Government Money Market Mutual Fund*
- --------------------------------------------------------------------------------------
Growth Fund Growth and Income Fund
- --------------------------------------------------------------------------------------
Intermediate Bond Fund Intermediate Bond Fund*
- --------------------------------------------------------------------------------------
Intermediate Government Bond Fund Ginnie Mae Fund
- --------------------------------------------------------------------------------------
Money Market Fund Money Market Mutual Fund
- --------------------------------------------------------------------------------------
Money Market Trust Money Market Trust*
- --------------------------------------------------------------------------------------
National Tax-Exempt Fund National Tax-Free Fund*
- --------------------------------------------------------------------------------------
Oregon Tax-Exempt Fund Oregon Tax-Free Fund*
- --------------------------------------------------------------------------------------
Prime Money Market Fund Prime Money Market Mutual Fund*
- --------------------------------------------------------------------------------------
Short-Term Government Bond Fund Short-Intermediate U.S. Government
Income Fund
- --------------------------------------------------------------------------------------
Treasury Money Market Fund Treasury Money Market Mutual Fund*
- --------------------------------------------------------------------------------------
</TABLE>
* These Stagecoach Funds shall be new investment portfolios with nominal assets
and liabilities prior to the Effective Time of the Reorganization.
(d) In exchange for the transfer of the Fund Assets, each
Stagecoach Fund shall simultaneously issue to each corresponding Pacifica
Portfolio at the Effective Time of the Reorganization full and fractional
shares of Common Stock in the Stagecoach Fund of the classes set forth in the
table below having an aggregate net asset value equal to the net value of the
Fund Assets so conveyed, all determined and adjusted as provided in this
Section 1. In particular, each Stagecoach Fund shall deliver to the
corresponding Pacifica Portfolio the number of shares of each of its share
classes set forth in the table, including fractional shares, determined by
dividing the value of the Fund Assets of the corresponding Pacifica Portfolio
that are so conveyed and are attributable to each of the
3
<PAGE> 108
Stagecoach Fund's respective share classes set forth in the table, computed in
the manner and as of the time and date set forth in this Section, by the net
asset value of one Stagecoach Fund share of the particular share class that is
to be delivered with respect thereto, computed in the manner and as of the time
and date set forth in this Section.
(e) The net asset value of shares to be delivered by the
Stagecoach Funds, and the net value of the Fund Assets to be conveyed by the
Pacifica Portfolios, shall, in each case, be determined as of the Valuation
Time specified in Section 3. The net asset value of shares of the Stagecoach
Funds shall be computed in the manner set forth in the Stagecoach Funds' then
current prospectuses under the Securities Act of 1933, as amended (the "1933
Act"). The net value of the Fund Assets to be transferred by the Pacifica
Portfolios shall be computed by Pacifica and shall be subject to adjustment by
the amount, if any, agreed to by Stagecoach and the respective Pacifica
Portfolios. In determining the value of the securities transferred by the
Pacifica Portfolios to the Stagecoach Funds, except as provided in Subsection
1(f), each security shall be priced in accordance with the pricing policies and
procedures of Stagecoach as described in its then current prospectuses. For
such purposes, price quotations and the security characteristics relating to
establishing such quotations shall be determined by Pacifica, provided that
such determination shall be subject to the approval of Stagecoach. Pacifica
and Stagecoach agree to use all commercially reasonable efforts to resolve any
material pricing differences between the prices of portfolio securities
determined in accordance with the pricing policies and procedures of Pacifica
and those determined in accordance with the pricing policies and procedures of
Stagecoach prior to the Valuation Time.
(f) It is understood and agreed that the net value of the Fund
Assets of the Pacifica Money Market Fund, Pacifica Prime Money Market Fund,
Pacifica Treasury Money Market Fund, Pacifica Government Money Market Fund and
Pacifica Money Market Trust (each a "Reorganized Money Market Fund") and the
value of shares of the corresponding Stagecoach Funds shall be based on the
amortized cost valuation procedures that have been adopted by the Board of
Trustees of Pacifica; provided that if the difference between the per share net
asset values of a Reorganized Money Market Fund and its corresponding
Stagecoach Fund equals or exceeds $.0025 at the Valuation Time, as computed by
using market values in accordance with the policies and procedures established
by Stagecoach (or as otherwise mutually determined by the Board of Trustees of
Pacifica and the Board of Directors of Stagecoach), either party shall have the
right to postpone the Valuation Time and the Effective Time of the
Reorganization with respect to such Reorganized Money Market Fund until such
time as the per share difference is less than $.0025.
(g) The shares of each Stagecoach Fund that will be delivered
in the Reorganization are as follows:
4
<PAGE> 109
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
- --------------------- --------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Asset Preservation Fund -- Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Asset Preservation Fund -- Money Market Mutual Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Balanced Fund -- Balanced Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Balanced Fund -- Balanced Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Equity Value Fund -- Equity Value Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Equity Value Fund -- Equity Value Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Government Income Fund -- Short-Intermediate U.S. Government Income Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Government Income Fund -- Short-Intermediate U.S. Government Income Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Government Money Market Fund Government Money Market Mutual Fund
Class A Shares
- -------------------------------------------------------------------------------------------------------------
Growth Fund -- Growth and Income Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 110
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
- --------------------- --------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Growth Fund -- Growth and Income Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Intermediate Bond Fund -- Intermediate Bond Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Intermediate Bond Fund -- Intermediate Bond Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Money Market Fund Money Market Mutual Fund --
Class A Shares
- -------------------------------------------------------------------------------------------------------------
Money Market Trust Money Market Trust
- -------------------------------------------------------------------------------------------------------------
National Tax-Exempt Fund -- National Tax-Free Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
National Tax-Exempt Fund -- National Tax-Free Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Oregon Tax-Exempt Fund -- Oregon Tax-Free Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Oregon Tax-Exempt Fund -- Oregon Tax-Free Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Service Shares Service Class Shares
- -------------------------------------------------------------------------------------------------------------
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income Fund
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 111
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
- --------------------- --------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
- -------------------------------------------------------------------------------------------------------------
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Service Shares Service Class Shares
- -------------------------------------------------------------------------------------------------------------
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Investor Shares Class A Shares
- -------------------------------------------------------------------------------------------------------------
</TABLE>
2. Liquidation of Pacifica Portfolios. At the Effective Time
of the Reorganization, each of the Pacifica Portfolios shall make a liquidating
distribution to its shareholders as follows. Shareholders of record of each
Pacifica Portfolio shall be credited with full and fractional shares of the
class of common stock that is issued by the corresponding Stagecoach Fund in
connection with the Reorganization with respect to the shares that are held of
record by the shareholder. In addition, each shareholder of record of a
Pacifica Portfolio shall have the right to receive any unpaid dividends or
other distributions which were declared before the Effective Time of the
Reorganization with respect to the shares of such Pacifica Portfolio that are
held by the shareholder at the Effective Time of the Reorganization. In
accordance with instructions it receives from Pacifica, Stagecoach shall record
on its books the ownership of the respective Stagecoach Fund shares by the
shareholders of record of the Pacifica Portfolios (the "Transferor Record
Holders"). All of the issued and outstanding shares of the Pacifica Portfolios
at the Effective Time of the Reorganization shall be redeemed and canceled on
the books of Pacifica at such time. After the Effective Time of the
Reorganization, Pacifica shall wind up the affairs of the Pacifica Portfolios
and shall file any final regulatory reports, including but not limited to any
Form N-SAR and Rule 24f-2 filings with respect to the Pacifica Portfolios and
an application pursuant to Section 8(f) of the 1940 Act for an order declaring
that Pacifica has ceased to be investment company, and also shall take all
other steps as are necessary and proper to effect the termination or
declassification of the Pacifica Portfolios in accordance with the laws of the
Commonwealth of Massachusetts and other applicable requirements.
3. Valuation Time. Subject to the proviso of Subsection
(1)(f), the Valuation Time for each of the Pacifica Portfolios and the
Stagecoach Funds, shall be a mutually agreed upon time on August 30, 1996, or
such earlier or later date as may be mutually agreed by the parties, as set
forth in a writing signed by the parties' duly authorized officers.
4. Certain Representations, Warranties and Agreements of
Pacifica. Pacifica, on behalf of itself and the Pacifica Portfolios,
represents and warrants to, and agrees with, Stagecoach as follows, such
representations, warranties and agreements being made on behalf of each
Pacifica Portfolio on a several (and not joint, or joint and several) basis:
7
<PAGE> 112
(a) It is a Massachusetts business trust duly
created pursuant to its Declaration of Trust
for the purpose of acting as a management
investment company under the 1940 Act, and is
validly existing under the laws of the
Commonwealth of Massachusetts. It is
registered as an open-end management
investment company under the 1940 Act, and
its registration with the SEC, as an
investment company is in full force and
effect.
(b) It has the power to own all of its properties
and assets and, subject to the approvals of
shareholders referred to in Section 6, to
carry out and consummate the transactions
contemplated herein, and has all necessary
federal, state and local authorizations to
carry on its business as now being conducted
and, except as stated in Section 4(j), below,
to consummate the transactions contemplated
by this Agreement.
(c) This Agreement has been duly authorized,
executed and delivered by it, and represents
a valid and binding contract, enforceable in
accordance with its terms, subject as to
enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium, and
other similar laws of general applicability
relating to or affecting creditors' rights
and to general equity principles. The
execution and delivery of this Agreement does
not, and, subject to the approval of
shareholders referred to in Section 6, the
consummation of the transactions contemplated
by this Agreement will not, violate
Pacifica's Amended and Restated Declaration
of Trust or By-Laws or any agreement or
arrangement to which it is a party or by
which it is bound.
(d) It has elected to qualify and has qualified
as a regulated investment company under Part
I of Subchapter M of Subtitle A, Chapter 1,
of the Internal Revenue Code of 1986, as
amended (the "Code"), as of and since its
first taxable year; has been a regulated
investment company under such Part of the
Code at all times since the end of its first
taxable year when it so qualified; and
qualifies and shall continue to qualify as a
regulated investment company for its taxable
year ending upon its liquidation.
(e) The audited financial statements for its
fiscal year ended September 30, 1995, and the
unaudited financial statements
8
<PAGE> 113
for the period ended March 29, 1996, copies
of which have been previously furnished to
Stagecoach, present fairly the financial
position of the Pacifica Portfolios as of
such date and the results of their operations
and changes in their net assets for the
periods indicated, in conformity with
generally accepted accounting principles
applied on a consistent basis. To the best
of Pacifica's knowledge, there are no
liabilities of any Pacifica Portfolio,
whether accrued, absolute, contingent or
otherwise existing, other than: (i) as of
March 29, 1996, liabilities disclosed or
provided for in the unaudited financial
statements for the period ended March 29,
1996 and liabilities incurred in the ordinary
course of business subsequent to March 29,
1996 and (ii) as of the Valuation Time,
liabilities disclosed or provided for in the
statement of assets and liabilities of each
Pacifica Portfolio that is delivered to
Stagecoach pursuant to Section 9(b) of this
Agreement and liabilities incurred in the
ordinary course of business as of the
Effective Time of the Reorganization.
(f) It has valued, and will continue to value,
its portfolio securities and other assets in
accordance with applicable legal
requirements.
(g) There are no material legal, administrative
or other proceedings pending or, to its
knowledge, threatened, against it or the
Pacifica Portfolios which could result in
liability on the part of Pacifica or the
Pacifica Portfolios and Pacifica knows of no
facts that might form the basis of a legal,
administrative or other proceeding which, if
adversely determined, would materially and
adversely affect any Pacifica Portfolio's
financial condition or the conduct of its
business and Pacifica is not a party to or
subject to the provisions of any order,
decree or judgment of any court or
governmental body that materially and
adversely affects, or is reasonably likely to
materially and adversely affect, its business
or its ability to consummate the transactions
contemplated herein.
(h) At the Effective Time of the Reorganization,
all federal and other tax returns and reports
of each Pacifica Portfolio required by law to
have been filed by such time shall have been
filed, and all federal and other taxes shall
have been paid so far as due, or provision
shall have been made for the payment thereof
and, to the best of Pacifica's knowledge,
9
<PAGE> 114
no such return or report shall be currently
under audit and no assessment shall have been
asserted with respect to such returns or
reports.
(i) Subject to the approvals of shareholders
referred to in Section 6, at both the
Valuation Time and the Effective Time of the
Reorganization, it shall have full right,
power and authority to sell, assign, transfer
and deliver the Fund Assets and, upon
delivery and payment for the Fund Assets as
contemplated herein, the Stagecoach Funds
shall acquire good and marketable title
thereto, subject to no restrictions on the
ownership or transfer thereof (except as
imposed by federal or state securities laws).
(j) No consent, approval, authorization or order
of any court or governmental authority is
required for the consummation by it of the
transactions contemplated by this Agreement,
except such as may be required under the 1933
Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the 1940 Act, the
rules and regulations under those Acts, or
state securities laws, all of which shall
have been received prior to the Effective
Time of the Reorganization, except for such
consents, approvals, authorizations or orders
as may be required subsequent to the
Effective Time of the Reorganization.
(k) Insofar as the following relate to it, (i)
the registration statement filed by
Stagecoach on Form N-14 relating to the
shares of the Stagecoach Funds that will be
registered with the SEC pursuant to this
Agreement, which shall include or incorporate
by reference the proxy statement of the
Pacifica Portfolios and prospectuses of the
Stagecoach Funds with respect to the
transactions contemplated by this Agreement,
and any supplement or amendment thereto or to
the documents contained or incorporated
therein by reference (the "N-14 Registration
Statement"), and (ii) the proxy materials of
Pacifica included in the N-14 Registration
Statement and filed with the SEC pursuant to
Section 14(a) of the 1934 Act and Section
20(a) of the 1940 Act with respect to the
transactions contemplated by this Agreement,
and any supplement or amendment thereto or
the documents appended thereto (the
"Reorganization Proxy Materials"), from their
effective and clearance dates with the SEC,
through the time of the shareholders meeting
referred to in Section 6 and at the Effective
Time of the
10
<PAGE> 115
Reorganization: (i) shall comply in all
material respects with the provisions of the
1933 Act, 1934 Act and the 1940 Act, the
rules and regulations thereunder, and state
securities laws, and (ii) shall not contain
any untrue statement of a material fact or
omit to state a material fact required to be
stated therein or necessary to make the
statements therein not misleading; provided,
that the representations and warranties made
by it in this subsection shall not apply to
statements in or omissions from the N-14
Registration Statement or the Reorganization
Proxy Materials made in reliance upon and in
conformity with information furnished by or
on behalf of Stagecoach for use therein as
provided in Section 7. For these purposes,
information shall be considered to have been
provided "on behalf" of Stagecoach if
furnished by its investment adviser,
administrator, custodian or transfer agent,
acting in their capacity as such.
(l) All of the issued and outstanding shares of
each of the Pacifica Portfolios have been
validly issued and are fully paid and
non-assessable, and were offered for sale and
sold in conformity with the registration
requirements of all applicable federal and
state securities laws.
(m) It shall not sell or otherwise dispose of any
shares of the Stagecoach Funds to be received
in the transactions contemplated herein,
except in distribution to its shareholders as
contemplated herein.
(n) It shall operate its business in the ordinary
course between the date hereof and the
Effective Time of the Reorganization. It is
understood that such ordinary course of
business will include the declaration and
payment of customary dividends and
distributions and any other dividends and
distributions deemed advisable.
(o) Any reporting responsibility of a Pacifica
Portfolio is and shall remain the
responsibility of the Pacifica Portfolio for
all periods before and including the
Effective Time of the Reorganization and such
later date on which the Pacifica Portfolio is
terminated.
(p) Except for agreements or other arrangements
relating to the purchase and sale of
portfolio securities, it has furnished
11
<PAGE> 116
Stagecoach with copies or descriptions of all
contracts to which it is a party.
(q) Each Pacifica Portfolio shall provide a list
of all portfolio securities held by it to
Stagecoach at least fifteen days before the
Effective Time of the Reorganization and
shall immediately notify Stagecoach's
investment adviser of any portfolio security
thereafter acquired or sold by the Pacifica
Portfolio. Upon notice by Stagecoach, each
Pacifica Portfolio shall immediately sell any
portfolio security that Stagecoach identifies
as impermissible under the investment
policies, objectives and limitations of the
corresponding Stagecoach Fund.
5. Certain Representations, Warranties and Agreements of
Stagecoach. Stagecoach, on behalf of the Stagecoach Funds, represents and
warrants to, and agrees with, Pacifica as follows, such representations,
warranties and agreements being made on behalf of each Stagecoach Fund on a
several (and not joint, or joint and several) basis:
(a) It is a Maryland corporation duly created
pursuant to its Articles of Incorporation for
the purpose of acting as a management
investment company under the 1940 Act, and is
validly existing under the laws of the State
of Maryland. It is registered as an open-end
management investment company under the 1940
Act and its registration with the SEC as an
investment company is in full force and
effect.
(b) It has the power to own all of its properties
and assets and to consummate the transactions
contemplated herein, and has all necessary
federal, state and local authorizations to
carry on its business as now being conducted
and, except as stated in Section 5(i) below,
to consummate the transactions contemplated
by this Agreement.
(c) This Agreement has been duly authorized,
executed and delivered by it, and represents
a valid and binding contract, enforceable in
accordance with its terms, subject as to
enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium and
other similar laws of general applicability
relating to or affecting creditors' rights
and to general equity principles. The
execution and delivery of this Agreement does
not, and the consummation of the transactions
contemplated by this Agreement will not,
violate Stagecoach's Articles of
Incorporation or By-Laws
12
<PAGE> 117
or any agreement or arrangement to which it
is a party or by which it is bound.
(d) It intends to qualify as a regulated
investment company under Part I of Subchapter
M of the Code, and with respect to each
Stagecoach Fund that has conducted operations
prior to the Effective Time of the
Reorganization, has elected to qualify and
has qualified as a regulated investment
company under Part I of Subchapter M of
Subtitle A, Chapter 1, of the Code, as of and
since its first taxable year; has been a
regulated investment company under such Part
of the Code at all times since the end of its
first taxable year when it so qualified; and
qualifies and shall continue to qualify as a
regulated investment company for its current
taxable year.
(e) The audited financial statements for its
fiscal year ended December 31, 1995, copies
of which have been previously furnished to
Pacifica, present fairly the financial
position of the Stagecoach Funds as of such
date and the results of their operations for
the periods indicated, in conformity with
generally accepted accounting principles
applied on a consistent basis.
(f) It has valued, and will continue to value,
its portfolio securities and other assets in
accordance with applicable legal
requirements.
(g) There are no material contracts outstanding
with respect to the Stagecoach Funds that
have not been disclosed in Stagecoach's
current registration statement and which
under applicable law are required to be
disclosed therein.
(h) At the Effective Time of the Reorganization,
all federal and other tax returns and reports
of each Stagecoach Fund required by law to
have been filed by such time shall have been
filed, and all federal and other taxes shall
have been paid so far as due, or provisions
shall have been made for the payment thereof
and, to the best knowledge of each Stagecoach
Fund, no such return or report shall be
currently under audit and no assessment shall
have been asserted with respect to such
returns or reports.
(i) There are no material legal, administrative
or other proceedings pending or, to its
knowledge threatened,
13
<PAGE> 118
against it or the Stagecoach Funds which
could result in liability on the part of
Stagecoach or the Stagecoach Funds and
Stagecoach knows of no facts that might form
the basis of a legal, administrative or other
proceeding which, if adversely determined,
would materially and adversely affect any
Stagecoach Fund's financial condition or the
conduct of its business and Stagecoach is not
a party to or subject to the provisions of
any order, decree or judgment of any court or
governmental body that materially and
adversely affects, or is reasonably likely to
materially and adversely affect, its business
or its ability to consummate the transactions
contemplated herein.
(j) No consent, approval, authorization or order
of any court or governmental authority is
required for the consummation by Stagecoach
of the transactions contemplated by this
Agreement, except such as may be required
under the 1933 Act, the 1934 Act, the 1940
Act, the rules and regulations under those
Acts, or state securities laws, all of which
shall have been received prior to the
Effective Time of the Reorganization, except
for such consents, approvals, authorizations
or orders as may be required subsequent to
the Effective Time of the Reorganization.
(k) The N-14 Registration Statement and the
Reorganization Proxy Materials, from their
effective and clearance dates with the SEC,
through the time of the shareholders meeting
referred to in Section 6 and at the Effective
Time of the Reorganization, insofar as they
relate to Stagecoach (i) shall comply in all
material respects with the provisions of the
1933 Act, 1934 Act and the 1940 Act, the
rules and regulations thereunder, and state
securities laws, and (ii) shall not contain
any untrue statement of a material fact or
omit to state a material fact required to be
stated therein or necessary to make the
statements made therein not misleading;
provided, that the representations and
warranties in this subsection shall not apply
to statements in or omissions from the N-14
Registration Statement or the Reorganization
Proxy Materials made in reliance upon and in
conformity with information furnished by or
on behalf of Pacifica for use therein as
provided in Section 7. For those purposes,
information shall be considered to have been
provided "on behalf" of Pacifica if furnished
by its investment adviser, administrator,
custodian or transfer agent, acting in their
capacity as such.
14
<PAGE> 119
(l) The shares of the Stagecoach Funds to be
issued and delivered to the Pacifica
Portfolios for the account of the
shareholders of the Pacifica Portfolios,
pursuant to the terms hereof, shall have been
duly authorized as of the Effective Time of
the Reorganization and, when so issued and
delivered, shall be duly and validly issued,
fully paid and non-assessable, and no
shareholder of Stagecoach shall have any
preemptive right of subscription or purchase
in respect thereto.
(m) All of the issued and outstanding shares of
each of the Stagecoach Funds have been
validly issued and are fully paid and
non-assessable, and were offered for sale and
sold in conformity with the registration
requirements of all applicable federal and
state securities laws.
(n) It shall operate its business in the ordinary
course between the date hereof and the
Effective Time of the Reorganization. It is
understood that such ordinary course of
business will include the declaration and
payment of customary dividends and
distributions and any other dividends and
distributions deemed advisable.
6. Shareholder Action. As soon as practicable after the
effective date of the N-14 Registration Statement and SEC clearance of the
proxy solicitation materials referred to in Section 7, but in any event prior
to the Effective Time of the Reorganization and as a condition thereto, the
Board of Trustees of Pacifica shall call, and Pacifica shall hold, a meeting of
the shareholders of all of its investment portfolios for the purpose of
considering and voting upon:
(a) In the case of all Pacifica Portfolios, a
proposal, in connection with the merger of
First Interstate Bancorp, the former parent
of the investment adviser to each of the
Pacifica Portfolios, with and into Wells
Fargo & Company, to ratify and approve
investment advisory agreements, on behalf of
each Pacifica Portfolio, between Pacifica and
Wells Fargo Investment Management, Inc.;
(b) in the case of all Pacifica Portfolios,
approval of this Agreement and the
transactions contemplated hereby; and
(c) such other matters as may be determined by
the Board of Trustees of Pacifica and the
Board of Directors of Stagecoach.
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7. Regulatory Filings. Stagecoach shall file a
post-effective amendment (the "N-1A Post-Effective Amendment") to its
registration statement on Form N-1A (File Nos. 33-42927; 811-6419) with the
SEC, and the appropriate state securities commissions, as promptly as
practicable so that all Stagecoach Funds and their shares are registered under
the 1933 Act, 1940 Act and applicable state securities laws. In addition,
Stagecoach shall file an N-14 Registration Statement, which shall include the
Reorganization Proxy Materials of Pacifica, with the SEC, and with the
appropriate state securities commissions, relating to the matters described in
Section 6 as promptly as practicable. Stagecoach and Pacifica have cooperated
and shall continue to cooperate with each other, and have furnished and shall
continue to furnish each other with the information relating to itself that is
required by the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations
under each of those Acts and state securities laws, to be included in the N-1A
Post-Effective Amendment, the N-14 Registration Statement and the
Reorganization Proxy Materials.
8. Effective Time of the Reorganization. Delivery of the
Fund Assets and the shares of the Stagecoach Funds to be issued pursuant to
Section 1 and the liquidation of the Pacifica Portfolios pursuant to Section 2
shall occur on the day following the Valuation Time, whether or not such day is
a business day, or on such other date, and at such place and time and date, as
may be agreed to by each of the parties. The date and time at which such
actions are taken are referred to herein as the "Effective Time of the
Reorganization." To the extent any Fund Assets are, for any reason, not
transferred at the Effective Time of the Reorganization, Pacifica shall cause
such Fund Assets to be transferred in accordance with this Agreement at the
earliest practicable date thereafter.
9. Stagecoach Conditions. The obligations of Stagecoach
hereunder shall be subject to the following conditions precedent:
(a) This Agreement and the transactions
contemplated by this Agreement (which shall
not be deemed to include, for these purposes,
the matters described in Section 6(a)) shall
have been approved by the Board of Trustees
of Pacifica and by the shareholders of the
Pacifica Portfolios in the manner required by
law and this Agreement.
(b) Pacifica shall have delivered to Stagecoach a
statement of assets and liabilities of each
Pacifica Portfolio, together with a list of
the portfolio securities of the Pacifica
Portfolio showing the tax costs of such
securities by lot and the holding periods of
such securities, as of the Valuation Time,
certified by the Treasurer or Assistant
Treasurer of Pacifica as having been prepared
in accordance with generally accepted
accounting principles consistently applied.
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(c) Pacifica shall have duly executed and
delivered to Stagecoach such bills of sale,
assignments, certificates and other
instruments of transfer ("Transfer
Documents") as Stagecoach may deem necessary
or desirable to transfer all of each Pacifica
Portfolio's right, title and interest in and
to the Fund Assets. Such Fund Assets shall
be accompanied by all necessary state stock
transfer stamps or cash for the appropriate
purchase price therefor.
(d) All representations and warranties of
Pacifica made in this Agreement shall be true
and correct in all material respects as if
made at and as of the Valuation Time and the
Effective Time of the Reorganization.
(e) Pacifica shall have delivered to Stagecoach a
certificate executed in its name by its
President or Vice President and its Treasurer
or Assistant Treasurer, in a form reasonably
satisfactory to Stagecoach and dated as of
the Effective Time of the Reorganization, to
the effect that the representations and
warranties of the Pacifica Portfolios made in
this Agreement are true and correct at and as
of the Effective Time of the Reorganization,
except as they may be affected by the
transactions contemplated by this Agreement.
(f) Stagecoach shall have received an opinion of
Drinker Biddle & Reath, counsel to Pacifica,
in form reasonably satisfactory to Stagecoach
and dated the Effective Time of the
Reorganization, substantially to the effect
that (i) Pacifica is a Massachusetts business
trust duly established and validly existing
under the laws of the Commonwealth of
Massachusetts; (ii) this Agreement and the
Transfer Documents have been duly authorized,
executed and delivered by Pacifica and
represent legal, valid and binding contracts,
enforceable in accordance with their terms,
subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance
and similar laws relating to or affecting
creditors' rights generally and court
decisions with respect thereto, and such
counsel shall express no opinion with respect
to the application of equitable principles in
any proceeding, whether at law or in equity;
(iii) the execution and delivery of this
Agreement did not, and the consummation of
the transactions contemplated by this
Agreement will not, violate the Amended and
Restated Declaration of Trust or By-Laws of
Pacifica or any material
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<PAGE> 122
contract known to such counsel to which
Pacifica is a party or by which it is bound;
(iv) the only Pacifica shareholder approvals
required with respect to the consummation of
the transactions contemplated by this
Agreement are the approval of a majority of
the shareholders of all of the Pacifica
Portfolios voting in the aggregate and of
each Pacifica Portfolio voting separately on
a portfolio-by-portfolio basis; and (v) no
consent, approval, authorization or order of
any court or governmental authority is
required for the consummation by Pacifica of
the transactions contemplated by this
Agreement, except such as have been obtained
under the 1933 Act, the 1934 Act, the 1940
Act, the rules and regulations under those
Acts and such as may be required under the
state securities laws or such as may be
required subsequent to the Effective Time of
the Reorganization. Such opinion may rely on
the opinion of other counsel to the extent
set forth in such opinion, provided such
other counsel is reasonably acceptable to
Stagecoach.
(g) Stagecoach shall have received an opinion of
Morrison & Foerster LLP addressed to
Stagecoach and Pacifica in form reasonably
satisfactory to them, and dated the Effective
Time of the Reorganization, substantially to
the effect that, for federal income tax
purposes (i) the transfer by each Pacifica
Portfolio of all of its Fund Assets to the
corresponding Stagecoach Fund in exchange for
shares of the corresponding Stagecoach Fund,
and the distribution of such shares to the
shareholders of the Pacifica Portfolio, as
provided in this Agreement, will constitute a
reorganization within the meaning of Section
368(a)(1)(C), (D) or (F) of the Code; (ii) in
accordance with Sections 361(a), 361(c)(1)
and 357(a) of the Code, no gain or loss will
be recognized by the Pacifica Portfolios as a
result of such transactions; (iii) in
accordance with Section 1032(a) of the Code,
no gain or loss will be recognized by the
Stagecoach Funds as a result of such
transactions; (iv) in accordance with Section
354(a)(1) of the Code, no gain or loss will
be recognized by the shareholders of the
Pacifica Portfolios on the distribution to
them by the Pacifica Portfolios of shares of
the corresponding Stagecoach Funds in
exchange for their shares of the Pacifica
Portfolios; (v) in accordance with Section
358(a)(1) of the Code, the basis of the
Stagecoach Fund shares received by each
shareholder of a Pacifica Portfolio will be
the same as the basis of the shareholder's
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Pacifica Portfolio shares immediately prior
to the transactions; (vi) in accordance with
Section 362(b) of the Code, the basis of the
Fund Assets received by each Stagecoach Fund
will be the same as the basis of such Fund
Assets in the hands of the corresponding
Pacifica Portfolio immediately prior to the
transactions; (vii) in accordance with
Section 1223(1) of the Code, a shareholder's
holding period for Stagecoach Fund shares
will be determined by including the period
for which the shareholder held the shares of
the Pacifica Portfolio exchanged therefor,
provided that the shareholder held such
shares of the Pacifica Portfolio as a capital
asset; (viii) in accordance with Section
1223(2) of the Code, the holding period of
the Stagecoach Fund with respect to the Fund
Assets will include the period for which such
Fund Assets were held by the corresponding
Pacifica Portfolios provided that the
Pacifica held such assets as capital assets;
and (ix) in accordance with Section 381(a) of
the Code, each Stagecoach Fund will succeed
to the tax attributes of the corresponding
Pacifica Portfolios described in Section
381(c) of the Code; provided however, that,
in lieu of such opinion with respect to the
transfer by the Pacifica Asset Preservation
Fund of its Fund Assets to the Stagecoach
Money Market Mutual Fund in exchange for
shares of the Stagecoach Money Market Mutual
Fund, and the distribution of such shares to
the shareholders of the Pacifica Asset
Preservation Fund (the "Asset Preservation
Transaction"), Stagecoach shall have received
the opinion provided for in Section 9(h).
(h) With respect to the Asset Preservation
Transaction, Stagecoach shall have received
an opinion of Morrison & Foerster LLP
addressed to Stagecoach and Pacifica in form
reasonably satisfactory to them, and dated
the Effective Time of the Reorganization,
substantially to the effect that, for federal
income tax purposes [(i) the Asset
Preservation Transaction will not constitute
a reorganization within the meaning of
Section 368(a)(1)(C), (D) or (F) of the Code;
(ii) in accordance with Section 1032(a) of
the Code, no gain or loss will be recognized
by the Stagecoach Money Market Mutual Fund as
a result of the Asset Preservation
Transaction; (iii) the basis of the
Stagecoach Money Market Mutual Fund shares
received by the shareholders of the Pacifica
Asset Preservation Fund will be the fair
market value of those shares as of the
Valuation Time; (iv) the basis of the Fund
Assets received by the Stagecoach Money
Market Mutual Fund will be their fair market
value; (v) a Pacifica
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<PAGE> 124
Asset Preservation Fund shareholder's holding
period for Stagecoach Money Market Mutual
Fund shares received in the Reorganization
will begin on the day following the Effective
Time of the Reorganization; and (vi) the
holding period of the Stagecoach Money Market
Mutual Fund with respect to the Fund Assets
of the Pacifica Asset Preservation Fund
received in the Reorganization will begin at
the Effective Time of the Reorganization.
(i) The Fund Assets to be transferred to a
Stagecoach Fund under this Agreement shall
include no assets which such Stagecoach Fund
may not properly acquire pursuant to its
investment limitations or objectives or may
not otherwise lawfully acquire.
(j) The N-1A Post-Effective Amendment and the
N-14 Registration Statement shall have become
effective under the 1933 Act and no stop
order suspending such effectiveness shall
have been instituted or, to the knowledge of
Stagecoach, contemplated by the SEC and the
parties shall have received all permits and
other authorizations necessary under state
securities laws to consummate the
transactions contemplated by this Agreement.
(k) Stagecoach shall have received (i) a
memorandum addressed to Stagecoach and
Pacifica, in form reasonably satisfactory to
them, prepared by Stephens Inc. or another
person approved by the parties concerning the
registration of shares to be issued by
Stagecoach pursuant to this Agreement under
applicable state securities laws or the
exemption from registration under such laws,
and (ii) assurance reasonably satisfactory to
it that all permits and other authorizations
necessary under state securities laws to
consummate the transactions contemplated by
this Agreement have been obtained.
(l) No action, suit or other proceeding shall be
threatened or pending before any court or
governmental agency in which it is sought to
restrain or prohibit or obtain damages or
other relief in connection with this
Agreement or the transactions contemplated
herein.
(m) The SEC shall not have issued any unfavorable
advisory report under Section 25(b) of the
1940 Act nor instituted any proceeding
seeking to enjoin consummation of the
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transactions contemplated by this Agreement
under Section 25(c) of the 1940 Act.
(n) Prior to the Valuation Time, each Pacifica
Portfolio shall have declared a dividend or
dividends, with a record date and ex-dividend
date prior to the Valuation Time, which,
together with all previous dividends, shall
have the effect of distributing to its
shareholders all of its net investment
company taxable income, if any, for the
taxable periods or years ending September 30,
1995 and for the taxable periods from said
date to and including the Effective Time of
the Reorganization (computed without regard
to any deduction for dividends paid), and all
of its net capital gain, if any, realized in
taxable periods or years ending September 30,
1995, and in the taxable periods from said
date to and including the Effective Time of
Reorganization.
(o) Pacifica shall have performed and complied in
all material respects with each of its
agreements and covenants required by this
Agreement to be performed or complied with by
it prior to or at the Valuation Time and the
Effective Time of the Reorganization.
(p) Stagecoach shall have been furnished at the
Effective Time of the Reorganization with a
certificate signed by an appropriate officer
of Furman Selz LLC ("Furman") dated as of
such date as to the following matters:
(i) All statistical and research data,
clerical, accounting and bookkeeping
records, periodic reports to the SEC
and any state securities agencies,
tax returns and other tax filings,
shareholder lists and other material
shareholder data, complaint files
and all other information, books,
records and documents maintained by
Furman (or any affiliate of Furman)
and belonging to the Pacifica
Portfolios, including those required
to be maintained by Section 31(a) of
the 1940 Act and Rules 31a-1 to
31a-3 thereunder, have been
delivered to Stagecoach.
(ii) All agreements, and all written or
unwritten arrangements and
understandings, involving Furman (or
any affiliate of Furman) and any of
the Pacifica Portfolios have
terminated before or at the
Effective Time of the Reorganization
and Furman (and its
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affiliates) have no claim for any
further compensation or payment of
any kind under such agreements,
arrangements, or understandings.
(q) Stagecoach shall have received a letter from
Ernst & Young LLP addressed to Stagecoach and
Pacifica in form reasonably satisfactory to
them, and dated the Effective Time of the
Reorganization, to the effect that, on the
basis of limited procedures agreed to by
Stagecoach and Pacifica and described in such
letter (but not an examination in accordance
with generally accepted auditing standards),
the information relating to the Pacifica
Portfolios appearing in the N-14 Registration
Statement and the Reorganization Proxy
Materials that is expressed in dollars or
percentages of dollars (with the exception of
performance comparisons) has been obtained
from the accounting records of the Pacifica
Portfolios or from schedules prepared by
officers of Pacifica having responsibility
for financial and reporting matters and such
information is in agreement with such
records, schedules or computations made
therefrom.
(r) Stagecoach shall have received a letter from
KPMG Peat Marwick LLP addressed to Stagecoach
and Pacifica in form reasonably satisfactory
to them, and dated the Effective Time of the
Reorganization, to the effect that on the
basis of limited procedures agreed to by
Stagecoach and Pacifica and described in such
letter (but not an examination in accordance
with generally accepted auditing standards):
(i) nothing came to their attention that
caused them to believe that the unaudited pro
forma financial statements included in the
N-14 Registration Statement do not comply as
to form in all material respects with the
applicable accounting requirements of rule
11-02 Regulation S-X or that the pro forma
adjustments have not properly been applied to
the historical amounts in the compilation of
those amounts, (ii) the data used in the
calculation of the current and pro forma
expense ratios of the Stagecoach Funds
appearing in the N-14 Registration Statement
and
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<PAGE> 127
Reorganization Proxy Materials agree with
underlying accounting records of the
Stagecoach Fund or to written estimates
provided by officers of Stagecoach having
responsibility for financial and reporting
matters and were found to be mathematically
correct, and (iii) the calculation of the net
value of the Fund Assets and the net asset
value of the Stagecoach Fund shares, in each
case as of the Valuation Time, was determined
in accordance with the pricing policies and
procedures of Stagecoach as described in its
then current prospectuses.
10. Pacifica Conditions. The obligations of Pacifica
hereunder shall be subject to the following conditions precedent:
(a) This Agreement shall have been adopted and
the transactions contemplated by this
Agreement (which shall not be deemed, for
these purposes, to include the matter
described in Section 6(a)(i)) shall have been
approved by the Board of Directors of
Stagecoach and by a majority of the
shareholders of the Pacifica Portfolios
voting in the aggregate and of each Pacifica
Portfolio voting separately on a
portfolio-by- portfolio basis.
(b) All representations and warranties of
Stagecoach made in this Agreement shall be
true and correct in all material respects as
if made at and as of the Valuation Time and
the Effective Time of the Reorganization.
(c) Stagecoach shall have delivered to Pacifica a
certificate executed in its name by its
President or Vice President and its Treasurer
or Assistant Treasurer, in a form reasonably
satisfactory to Pacifica and dated as of the
Effective Time of the Reorganization, to the
effect that the representations and
warranties of the Stagecoach Funds made in
this Agreement are true and correct at and as
of the Effective Time of the Reorganization,
except as they may be affected by the
transactions contemplated by this Agreement
and that, to its best knowledge, the Fund
Assets to be transferred to a Stagecoach Fund
under this Agreement as set forth in
Subsection 9(b) include only assets which
such Stagecoach Fund may properly acquire
under its investment policies, limitations
and objectives and may otherwise be lawfully
acquired by such Stagecoach Fund.
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(d) Pacifica shall have received an opinion of
Morrison & Foerster LLP in form reasonably
satisfactory to Pacifica and dated the
Effective Time of the Reorganization,
substantially to the effect that (i)
Stagecoach is a Maryland corporation duly
established and validly existing under the
laws of the State of Maryland; (ii) the
shares of the Stagecoach Funds to be
delivered to the Pacifica Portfolios as
provided for by this Agreement are duly
authorized and upon delivery will be validly
issued, fully paid and non-assessable by
Stagecoach; (iii) this Agreement has been
duly authorized, executed and delivered by
Stagecoach, and represents a legal, valid and
binding contract, enforceable in accordance
with its terms, subject to the effect of
bankruptcy, insolvency, moratorium,
fraudulent conveyance and similar laws
relating to or affecting creditors' rights
generally and court decisions with respect
thereto, and such counsel shall express no
opinion with respect to the application of
equitable principles in any proceeding
whether at law or in equity; (iv) the
execution and delivery of this Agreement did
not, and the consummation of the transactions
contemplated by this Agreement will not,
violate the Articles of Incorporation or By-
Laws of Stagecoach or any material contract
known to such counsel to which Stagecoach is
a party or by which it is bound; and (v) no
consent, approval, authorization or order of
any court or governmental authority is
required for the consummation by Stagecoach
of the transactions contemplated by this
Agreement, except such as have been obtained
under the 1933 Act, the 1934 Act, the 1940
Act, the rules and regulations under those
Acts and such as may be required by state
securities laws or such as may be required
subsequent to the Effective Time of the
Reorganization. Such opinion may rely on the
opinion of other counsel to the extent set
forth in such opinion, provided such other
counsel is reasonably acceptable to Pacifica.
(e) Pacifica shall have received an opinion of
Morrison & Foerster LLP addressed to
Stagecoach and Pacifica in form reasonably
satisfactory to them, and dated the Effective
Time of Reorganization, with respect to the
matters specified in Subsections 9(g) and
(h).
(f) Pacifica shall have received (i) a memorandum
addressed to Stagecoach and Pacifica, in form
reasonably satisfactory to
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<PAGE> 129
them, prepared by Stephens Inc. or another
person approved by the parties concerning the
registration of shares to be issued by
Stagecoach pursuant to this Agreement under
applicable state securities laws or the
exemption from registration under such laws,
and (ii) assurance reasonably satisfactory to
it that all permits and other authorizations
necessary under state securities laws to
consummate the transactions contemplated by
this Agreement have been obtained.
(g) The N-1A Post-Effective Amendment and the
N-14 Registration Statement shall have become
effective under the 1933 Act and no stop
order suspending the effectiveness shall have
been instituted, or to the knowledge of
Stagecoach, contemplated by the SEC and the
parties shall have received all permits and
other authorizations necessary under state
securities laws to consummate the
transactions contemplated herein.
(h) No action, suit or other proceeding shall be
threatened or pending before any court or
governmental agency in which it is sought to
restrain or prohibit, or obtain damages or
other relief in connection with, this
Agreement or the transactions contemplated
herein.
(i) The SEC shall not have issued any unfavorable
advisory report under Section 25(b) of the
1940 Act nor instituted any proceeding
seeking to enjoin consummation of the
transactions contemplated by this Agreement
under Section 25(c) of the 1940 Act.
(j) Stagecoach shall have performed and complied
in all material respects with each of its
agreements and covenants required by this
Agreement to be performed or complied with by
it prior to or at the Valuation Time and the
Effective Time of the Reorganization.
(k) Pacifica shall have received from Stagecoach
a duly executed instrument whereby each
Stagecoach Fund assumes all of the
Liabilities of its corresponding Pacifica
Portfolio.
(l) All agreements, and all written or unwritten
arrangements and understandings, involving
Furman (or any affiliate of Furman) and any
of the Pacifica Portfolios shall have
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terminated before or at the Effective Time of
the Reorganization, and Furman (and its
affiliates) shall have no claim for any
further compensation or payment of any kind
under such agreements, arrangements, or
understandings.
(m) Pacifica shall have received a letter from
Ernst & Young LLP addressed to Pacifica and
Stagecoach in form reasonably satisfactory to
it, and dated the Effective Time of the
Reorganization, to the effect that, on the
basis of limited procedures agreed to by
Stagecoach and Pacifica and described in such
letter (but not an examination in accordance
with generally accepted auditing standards),
the information relating to the Pacifica
Portfolios appearing in the N-14 Registration
Statement and the Reorganization Proxy
Materials that is expressed in dollars or
percentages of dollars (with the exception of
performance comparisons) has been obtained
from the accounting records of the Pacifica
Portfolios or from schedules prepared by
officers of Pacifica having responsibility
for financial and reporting matters and such
information is in agreement with such
records, schedules or computations made
therefrom.
(n) Pacifica shall have received a letter from
KPMG Peat Marwick LLP addressed to Stagecoach
and Pacifica in form reasonably satisfactory
to them, and dated the Effective Time of the
Reorganization, to the effect that on the
basis of limited procedures as agreed to by
Stagecoach and Pacifica and described in such
letter (but not an examination in accordance
with generally accepted auditing standards)
(i) nothing came to their attention that
caused them to believe that the unaudited pro
forma financial statements included in the
N-14 Registration Statement do not comply as
to form in all material respects with the
applicable accounting requirements of Rule
11-02 of Regulation S-X or that the pro forma
adjustments have not properly been applied to
the historical amounts in the compilation of
those amounts, (ii) the data used in the
calculation of the current and pro forma
expense ratios of the Stagecoach
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<PAGE> 131
Funds appearing in the N-14 Registration
Statement and Reorganization Proxy Materials
agree with underlying accounting records of
the Stagecoach Fund or to written estimates
provided by officers of Stagecoach having
responsibility for financial and reporting
matters and were found to be mathematically
correct, and (iii) the calculation of the net
value of the Fund Assets and the net asset
value of the Stagecoach Fund shares, in each
case as of the Valuation Time, was determined
in accordance with the pricing policies and
procedures of Stagecoach as described in its
then current prospectuses.
11. Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto shall use its best efforts to take,
or cause to be taken, such action, to execute and deliver, or cause to be
executed and delivered, such additional documents and instruments and to do, or
cause to be done, all things necessary, proper or advisable under the
provisions of this Agreement and under applicable law to consummate and make
effective the transactions contemplated by this Agreement, including without
limitation, delivering and/or causing to be delivered to the other party hereto
each of the items required under this Agreement as a condition to such party's
obligations hereunder. In addition, Pacifica shall deliver or cause to be
delivered to Stagecoach, each account, book, record or other document of the
Pacifica Portfolios required to be maintained by Section 31(a) of the 1940 Act
and Rules 31a-1 to 31a-3 thereunder (regardless of whose possession they are
in).
12. Survival of Representations and Warranties. The
representations and warranties of the parties set forth in this Agreement shall
survive the delivery of the Fund Assets to the Stagecoach Funds and the
issuance of the shares of the Stagecoach Funds at the Effective Time of the
Reorganization.
13. Termination of Agreement. This Agreement may be
terminated by a party at or, in the case of Subsection 13(c), below, at any
time prior to, the Effective Time of the Reorganization by a vote of a majority
of its Board of Directors/Trustees as provided below:
(a) By Stagecoach if the conditions set forth in
Section 9 are not satisfied as specified in
said Section;
(b) By Pacifica if the conditions set forth in
Section 10 are not satisfied as specified in
said Section; and
(c) By mutual consent of both parties.
14. Amendment and Waiver. At any time prior to or (to the
fullest extent permitted by law) after approval of this Agreement by the
shareholders of Pacifica (a) the
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<PAGE> 132
parties hereto may, by written agreement authorized by their respective Boards
of Directors/Trustees and with or without the further approval of their
shareholders, amend any of the provisions of this Agreement, and (b) either
party may waive any breach by the other party or the failure to satisfy any of
the conditions to its obligations (such waiver to be in writing and authorized
by the Board of Directors/Trustees of the waiving party with or without the
approval of such party's shareholders). Without limiting the foregoing, in the
event shareholder approval of the matters specified in Section 6 is obtained
with respect to certain Pacifica Portfolios but not with respect to the other
Pacifica Portfolios, with the result that the transactions contemplated by this
Agreement may be consummated with respect to some but not all the Pacifica
Portfolios, the Board of Directors of Stagecoach and the Board of Trustees of
Pacifica may, in the exercise of their reasonable business judgment, either
abandon this Agreement with respect to all of the Pacifica Portfolios or direct
that the Reorganization and other transactions described herein be consummated
to the degree the Boards deem advisable.
15. Governing Law. This Agreement and the transactions
contemplated hereby shall be governed, construed and enforced in accordance
with the laws of the State of Maryland.
16. Successors and Assigns. This Agreement shall be binding
upon the respective successors and permitted assigns of the parties hereto.
This Agreement and the rights, obligations and liabilities hereunder may not be
assigned by either party without the consent of the other party.
17. Beneficiaries. Nothing contained in this Agreement
shall be deemed to create rights in persons not parties hereto, other than the
successors and permitted assigns of the parties.
18. Brokerage Fees and Expenses. Stagecoach and Pacifica
each represents and warrants to the other that there are no brokers or finders
entitled to receive any payments in connection with the transactions provided
for herein.
19. Pacifica Liability. The Amended and Restated
Declaration of Trust for Pacifica, filed on July 1, 1987, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides (i) that the name "Pacifica
Funds Trust" refers to the trustees under the Amended and Restated Declaration
of Trust collectively as trustees and not as individuals or personally, (ii)
that no shareholder shall be subject to any personal liability whatsoever to
any person in connection with trust property or the acts, obligations or
affairs of the trust, and (iii) that no trustee, officer, employee or agent of
the trust shall be subject to any personal liability whatsoever to any person,
other than to the trust or its shareholders, in connection with trust property
or the affairs of the trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard of his duties with respect
to such person; and all such persons shall look solely to the trust property
for satisfaction of claims of any nature arising in connection with the affairs
of the trust.
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20. Notices. All notices required or permitted herein shall
be in writing and shall be deemed to be properly given when delivered
personally or by telefacsimile to the party entitled to receive the notice or
when sent by certified or registered mail, postage prepaid, or delivered to an
internationally recognized overnight courier service, in each case properly
addressed to the party entitled to receive such notice at the address or
telefax number stated below or to such other address or telefax number as may
hereafter be furnished in writing by notice similarly given by one party to the
other party hereto:
If to Stagecoach:
Stagecoach Funds, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
Telefax Number: (202) 887-0763
If to Pacifica:
Pacifica Funds Trust
237 Park Avenue
New York, New York 10017
With copies to:
Jeffrey A. Dalke, Esq.
Drinker Biddle & Reath
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107
Telefax Number: (215) 988-2757
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Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
Telefax Number: (202) 626-3334
21. Expenses Each party shall be responsible for the
payment of all expenses incurred by such party in connection with this
Agreement and the transactions contemplated hereby.
22. Announcements. Any announcement or similar publicity
with respect to this Agreement or the transactions contemplated herein shall be
made only at such time and in such manner as the parties shall agree; provided
that nothing herein shall prevent either party upon notice to the other party
from making such public announcements as such party's counsel may consider
advisable in order to satisfy the party's legal and contractual obligations in
such regard.
23. Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties hereto and supersedes any and all
prior agreements, arrangements and understandings relating to matters provided
for herein.
24. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers designated below as of the date
first written above.
PACIFICA FUNDS TRUST
ATTEST:
By:
- ---------------------------------- ----------------------------------
Joan V. Fiore Michael C. Petrycki
Secretary President
STAGECOACH FUNDS, INC.
ATTEST:
By:
- --------------------------------- ----------------------------------
Michael W. Nolte Richard H. Blank, Jr.
Assistant Secretary Chief Operating Officer,
Secretary and Treasurer
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APPENDIX IV
INVESTMENT OBJECTIVES, LIMITATIONS AND CERTAIN
SIGNIFICANT INVESTMENT POLICIES OF THE EXISTING STAGECOACH
FUNDS AND THE CORRESPONDING PACIFICA PORTFOLIOS
This Appendix sets forth the investment objectives, fundamental and
certain nonfundamental limitations and significant investment policies of the
eight Pacifica Portfolios that will be reorganized into the Existing Stagecoach
Funds, as well as the investment objectives, fundamental and certain
nonfundamental limitations and significant investment policies of these Existing
Stagecoach Funds. The following is qualified in its entirety by the more
detailed information included in the Prospectuses for the Existing Stagecoach
Funds which are incorporated by reference in this Combined Proxy
Statement/Prospectus.
I. MONEY MARKET FUNDS
A. Investment Objectives.
1. Stagecoach Money Market Mutual Fund: Seeks to provide investors with a
high level of income, while preserving capital and liquidity, by investing in
high quality, short-term securities.
2. Pacifica Money Market Fund: To provide investors with as high a level of
current income as is consistent with preservation of capital and liquidity.
3. Pacifica Asset Preservation Fund: To provide investors with as high a
level of current income as is consistent with limiting the risk of potential
loss.
Comment: Each of these funds is a money market fund, except the Pacifica
Asset Preservation Fund. The two money market funds seek to maintain a net asset
value of $1.00 per share, although there is no assurance that they will be able
to do so. The net asset value per share of the Pacifica Asset Preservation Fund
fluctuates with changes in the value of its investments.
The Stagecoach Money Market Mutual Fund, Pacifica Asset Preservation Fund
and Pacifica Money Market Fund generally invest in U.S. Government securities,
high-quality money market instruments, certain U.S. dollar-denominated
obligations of domestic and foreign banks, commercial paper, certain repurchase
agreements and certain floating- and variable-rate instruments. In addition, the
Pacifica Money Market Fund and Pacifica Asset Preservation Fund invest in
certain asset-backed securities (including mortgage-backed securities),
"stripped" securities and custodial receipts for U.S. Treasury securities.
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Pacifica Asset Preservation Fund may invest in investment grade debt
securities, some of which may have speculative characteristics. Any security
that the Stagecoach Money Market Mutual Fund (and the Pacifica Money Market
Fund) purchase must present minimal credit risks and be of high quality (i.e.,
be rated in the top two rating categories by the required number of nationally
recognized statistical rating organizations, or if unrated, determined to be of
comparable quality to such rated securities). In accordance with Rule 2a-7 under
the 1940 Act, the Stagecoach Money Market Mutual Fund (and the Pacifica Money
Market Fund) invest in instruments with remaining maturities not exceeding 13
months, and the Fund's dollar-weighted average portfolio maturity must not
exceed 90 days. By contrast, the Pacifica Asset Preservation Fund may invest in
instruments with maturities of longer than 13 months, and may maintain an
average weighted maturity of longer than 90 days, although the maximum maturity
for any individual security held by the Pacifica Asset Preservation Fund is 39
months.
As provided for and defined in Rule 2a-7 under the 1940 Act, the Stagecoach
Money Market Mutual Fund (and the Pacifica Money Market Fund) may only purchase
"Eligible Securities" and only if, immediately after such purchase: the Fund
would have no more than 5% of its total assets in "First Tier Securities" of any
one issuer, excluding government securities and except as otherwise permitted
for temporary purposes and for certain guarantees and unconditional puts; the
Fund would own no more than 10% of the voting securities of any one issuer; the
Fund would have no more than 5% of its total assets in "Second Tier Securities";
and the Fund would have no more than the greater of $1 million or 1% of its
total assets in "Second Tier Securities" of any one issuer.
Unlike the Stagecoach Money Market Mutual Fund and the Pacifica Money
Market Fund, the Pacifica Asset Preservation Fund may invest in certain
derivative securities, forward currency transactions, forward commitments,
when-issued purchases, delayed-delivery transactions, options, interest rate
futures contracts, a broader range of asset-backed securities, and securities of
foreign issuers, including: foreign currency-denominated corporate debt
securities, preferred stock, certificates of deposit and bankers' acceptances
issued by foreign banks and obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies and
supranational entities.
B. Investment Limitations.
[Note: Unless otherwise indicated, the following limitations are
fundamental policies of the Funds.]
1. Borrowings
a. Stagecoach Money Market Mutual Fund may not issue senior
securities, except that the Fund may borrow from banks up to 10% of the current
value of its net
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assets only for temporary purposes in order to meet redemptions, and these
borrowings may be secured by the pledge of up to 10% of the current value of its
net assets (but investments may not be purchased by the Fund while any such
outstanding borrowing in excess of 5% of its net assets exists).
b. Pacifica Money Market Fund and Pacifica Asset Preservation Fund may
not borrow money or pledge or mortgage their assets, except that the Funds may
borrow from banks up to 10% of the current value of their 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 their total net assets (but
investments may not be purchased by a Fund while any such borrowings exist).
2. Margin Transactions
a. Stagecoach Money Market Mutual Fund may not purchase securities on
margin (except for short-term credits necessary for the clearance of
transactions) or make short sales of securities.
b. Pacifica Money Market Fund and Pacifica Asset Preservation Fund may
not purchase securities on margin, except that the Funds may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities.
3. Options and Futures
a. Stagecoach Money Market Mutual Fund may not write, purchase or sell
puts, calls, options or any combination thereof, and also may not write,
purchase or sell warrants, except that the Fund may purchase securities with put
rights in order to maintain liquidity.
b. Pacifica Money Market Fund may not write, purchase or sell puts,
calls or combinations thereof.
c. Pacifica Asset Preservation Fund may not write, purchase or sell
puts, calls or combinations thereof except that the Fund may purchase or sell
puts and calls as otherwise described in its Prospectus or SAI (see
nonfundamental policy below); however, the Fund will not invest more than 5% of
its total assets in these classes of securities.
As a matter of nonfundamental policy: The Pacifica Asset Preservation
Fund may purchase options in an amount not exceeding 5% of its net assets. The
Fund may also write covered call and secured put options from time to time as
its adviser deems appropriate. The aggregate value of securities subject to
options written by the Fund may not exceed 25% of the value of its net assets.
The Pacifica Asset Preservation Fund may also purchase and sell interest rate
futures contracts as a hedge against changes in interest
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rates, provided that not more than 5% of the Fund's net assets are committed to
such transactions.
4. Underwriting
a. Stagecoach Money Market Mutual Fund may not underwrite securities of
other issuers, except to the extent that the purchase of permitted investments
directly from the issuer thereof or from an underwriter for an issuer and the
later disposition of such securities in accordance with the Fund's investment
program may be deemed to be an underwriting.
b. Pacifica Money Market Fund and Pacifica Asset Preservation Fund may
not 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.
5. Real Estate
a. Stagecoach Money Market Mutual Fund may not purchase or sell real
estate or real estate limited partnerships (other than money market securities,
or other securities secured by real estate or interests therein or securities
issued by companies that invest in real estate or interests therein).
b. Pacifica Money Market Fund and Pacifica Asset Preservation Fund may
not invest in real property (including limited partnership interests).
6. Loans
a. Stagecoach Money Market Mutual Fund may not make loans of portfolio
securities or other assets, provided that for purposes of this restriction loans
will not include the purchase of fixed time deposits, repurchase agreements,
commercial paper and other short-term obligations, and other types of debt
instruments commonly sold in a public or private offering.
b. Pacifica Money Market Fund may not make loans, except loans of
portfolio securities and except that the Fund may enter into repurchase
agreements with respect to its portfolio securities and may purchase the types
of readily marketable debt instruments described in its Prospectus or SAI.
As a matter of nonfundamental policy: Pacifica Money Market Fund may
lend its portfolio securities to broker/dealers and other institutional
investors pursuant to agreements requiring that the loans be continuously
secured by collateral equal at all times in value to at least the market value
of the securities loaned. Such loans will not be made if, as a result, the
aggregate of all outstanding loans exceeds 30% of the value of the Fund's total
assets.
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c. Pacifica Asset Preservation Fund may not make loans, except loans of
portfolio securities and except that the Fund may enter into repurchase
agreements with respect to its portfolio securities and may purchase the types
of readily marketable debt instruments described in its Prospectus or SAI. Such
loans will not be made if, as a result, the aggregate of all outstanding loans
exceeds 30% of the value of the Fund's total assets.
7. Other Investment Companies
a. As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may invest in shares of other open-end, management investment companies,
subject to the limitations of Section 12(d)(1) of the 1940 Act, provided that
any such purchases will be limited to temporary investments in shares of
unaffiliated investment companies.
b. Pacifica Money Market Fund may not knowingly purchase securities of
other investment companies except in connection with a merger, consolidation,
acquisition, or reorganization.
c. Pacifica Asset Preservation Fund may not 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. As a
matter of nonfundamental policy: Pacifica Asset Preservation Fund may invest in
securities issued by other investment companies within the limits prescribed in
the 1940 Act.
8. Diversification
a. As a matter of nonfundamental policy, Stagecoach Money Market Mutual
Fund may not purchase securities of any issuer (except U.S. Government
obligations, for certain temporary purposes and for certain guarantees and
unconditional puts) if as a result more than 5% of the value of the Fund's total
assets would be invested in the securities of such issuer or the Fund would own
more than 10% of the outstanding voting securities of such issuer.
b. Pacifica Money Market Fund may not 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 would 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 under certain
limited circumstances. Subject to the foregoing 25% exception, the Fund may not
purchase more than 10% of the outstanding voting securities of any issuer. In
addition, the Fund intends to limit its investments in the obligations of any
one issuer (other than U.S. Government securities) to not more than 5% of its
total assets at the time of purchase, provided that the Fund may invest up to
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25% of its assets in the highest rated obligations of any one issuer for a
period of up to three business days.
c. Pacifica Asset Preservation Fund may not 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 would 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. Subject to
the foregoing 25% exception, the Pacifica Asset Preservation Fund may not
purchase more than 10% of the outstanding voting securities of any issuer.
9. Concentration
a. As matters of fundamental policy, Stagecoach Money Market Mutual
Fund may not purchase the securities of issuers conducting their principal
business activity in the same industry if, immediately after the purchase and as
a result thereof, the value of a Fund's investments in that industry would be
25% or more of the current value of the Fund's total assets, excluding (a) U.S.
Government obligations, and (b) obligations of domestic banks (for purposes of
this restriction, domestic bank obligations do not include obligations of
foreign branches of U.S. banks and obligations of U.S. branches of foreign
banks).
b. Pacifica Money Market Fund and Pacifica Asset Preservation Fund may
not invest 25% or more of their total assets at the time of purchase in
securities of issuers whose principal business activities are in the same
industry.
10. Miscellaneous
a. Stagecoach Money Market Mutual Fund may not purchase or sell
commodities or commodity contracts (including futures contracts) and make
investments for the purpose of exercising control or management.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may not purchase interests, leases, or limited partnership interests in
oil, gas, or other mineral exploration or development programs.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may not invest more than 10% of the current value of its net assets in
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale and fixed time deposits
that are subject to withdrawal penalties and that have maturities of more than
seven days.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may invest up to 25% of its assets in high-quality, short-term debt
obligations of
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foreign branches of U.S. banks or U.S. branches of foreign banks that are
denominated in and pay interest in U.S. dollars.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may not purchase securities of issuers who, with their predecessors, have
been in existence less than three years, unless the securities are fully
guaranteed or insured by the U.S. Government, a state, a commonwealth,
possession, territory, the District of Columbia or by an entity in existence at
least three years, or the securities are backed by the assets and revenues of
any of the foregoing if, by reason thereof, the value of its aggregate
investments in such securities will exceed 5% of its total assets.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may not purchase securities of unseasoned issuers, including their
predecessors, which have been in operation for less than three years, and equity
securities of issuers which are not readily marketable if by reason thereof the
value of the Fund's aggregate investment in such classes of securities will
exceed 5% of its total assets.
As a matter of nonfundamental policy: Stagecoach Money Market Mutual
Fund may not purchase or retain securities of any issuer if the officers or
Directors of the Company or the investment adviser owning beneficially more than
one-half of one percent (0.5%) of the securities of the issuer together owned
beneficially more than 5% of such securities.
b. Pacifica Money Market Fund may not invest more than 10% of the
aggregate value of its total assets in investments which are illiquid, or not
readily marketable (including repurchase agreements having maturities of more
than seven calendar days, variable and floating rate demand notes requiring
receipt of principal note amount on more than seven days notice and securities
of foreign issuers which are not listed on a recognized domestic or foreign
securities exchange).
Pacifica Money Market Fund may not 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.
Pacifica Money Market Fund may not invest in commodities, commodity
contracts, or oil, gas and other mineral resource, exploration, development,
lease or arbitrage transactions.
Pacifica Money Market Fund may not invest in companies for the purpose
of exercising control or management.
Pacifica Money Market Fund may not 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.
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Pacifica Money Market Fund may not purchase or retain the securities of
any issuer, if those individual officers and Trustees of Pacifica, its adviser,
sponsor, or 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.
Pacifica Money Market Fund may not 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.
Pacifica Money Market Fund may not 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.
Pacifica Money Market Fund will not invest in repurchase agreements
maturing in more than seven days (unless subject to a demand feature) if any
such investment, together with any illiquid securities (including securities
which are subject to legal or contractual restrictions on resale) held by the
Fund, exceeds 10% of the value of its total assets.
c. Pacifica Asset Preservation Fund may not purchase securities of
companies for the purpose of exercising control or management.
As a matter of nonfundamental policy: Pacifica Asset Preservation Fund
will not at any time hold more than 10% of its net assets in illiquid
securities.
Pacifica Asset Preservation Fund may not invest in commodities,
commodity contracts, or oil, gas or other mineral resource, exploration,
development, lease or arbitrage transactions.
Pacifica Asset Preservation Fund may not 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.
Pacifica Asset Preservation Fund will not invest in repurchase
agreements maturing in more than seven days (unless subject to a demand feature)
if any such investment, together with any illiquid securities (including
securities which are subject to legal or contractual restrictions on resale)
held by the Fund, exceeds 10% of the value of its total assets.
Pacifica Asset Preservation Fund may not 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
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illiquid securities held by the Fund would exceed 10% of the value of the Fund's
total assets.
Pacifica Asset Preservation Fund may not purchase or retain the
securities of any issuer, if those individual officers and Trustees of Pacifica,
its adviser, sponsor, or 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.
Pacifica Asset Preservation Fund may not 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.
Pacifica Asset Preservation Fund may not 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.
II. FIXED INCOME FUNDS
A. Investment Objectives -- Government Bond Funds
1. Stagecoach Short-Intermediate U.S. Government Income Fund: Seeks to
provide investors with current income, while preserving capital, by investing
primarily in a portfolio consisting of short- to intermediate-term securities
issued or guaranteed by the U.S. Government, its agencies and instrumentalities.
2. Stagecoach Ginnie Mae Fund: Seeks to provide investors with a
long-term total rate of return through preserving capital and earning high
interest income by investing principally in a portfolio of U.S. Government
mortgage pass-through securities, consisting primarily of securities issued by
the Government National Mortgage Association ("GNMA") (popularly called "Ginnie
Maes"), Federal National Mortgage Association ("FNMA") and Federal Home Loan
Mortgage Corporation ("FHLMC").
3. Pacifica Short-Term Government Bond Fund: To seek current income
with relative stability of principal.
4. Pacifica Government Income Fund: To provide investors with as high a
level of current income as is consistent with prudent risk of capital.
5. Pacifica Intermediate Government Bond Fund: To seek a high level of
current income, consistent with prudent investment risk.
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Comment:
a. Stagecoach Short-Intermediate U.S. Government Income Fund generally
invests in U.S. Treasury securities, notes and bonds and obligations issued or
guaranteed by federal agencies or instrumentalities, including
government-sponsored enterprises such as GNMA and FNMA. Under normal market
conditions, at least 65% of the Fund's total assets will be invested in U.S.
Government obligations and the dollar-weighted effective average maturity of the
portfolio is expected to be between two and five years, although the Fund may
invest in obligations of any maturity. The Fund will seek to enhance its total
return by shortening the average maturity when interest rates are anticipated to
increase and lengthening the maturity of such portfolio securities to take
advantage of anticipated interest rate declines.
Similarly, the Pacifica Short-Term Government Bond Fund and the
Pacifica Government Income Fund (the "Pacifica Funds") invest in U.S. Treasury
bills, notes and other obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, and repurchase agreements with respect to
such obligations. Under normal market conditions, at least 65% of the total
assets of each Pacifica Fund will be invested in bonds (for the Short-Term
Government Bond Fund) or securities (for the Government Income Fund) issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. Unlike the
Stagecoach Short-Intermediate U.S. Government Income Fund, however, securities
purchased by Pacifica Short-Term Government Bond Fund will have a remaining
maturity of three and one half years or less. The Government Income Fund has no
limit on the maturity of its portfolio. As of April 30, 1996, the average
portfolio maturity of the Government Income Fund was approximately nine years.
As of April 30, 1996, the average portfolio maturity of the Government Income
Fund was approximately nine years.
Consistent with the investment limitations below, the Pacifica
Short-Term Government Bond Fund, Pacifica Government Income Fund and Stagecoach
Short-Intermediate U.S. Government Income Fund may all invest in certain
asset-backed securities, including: collateralized mortgage obligations issued
by government agencies, instrumentalities or government sponsored enterprises
including, primarily, FNMA and FHLMC, and collateralized pools of mortgages;
securities which represent the interest portion or principal portion (sometimes
referred to as "STRIPs"); and certificates representing interests in pools of
adjustable rate mortgages ("ARMs") that are issued or guaranteed by GNMA, FNMA
or FHLMC; certificates of deposit; bankers' acceptances; certain other bank
obligations; investment grade commercial paper; corporate debt securities; or
other instruments that the adviser believes are of comparable quality.
However, unlike the Stagecoach Short-Intermediate U.S. Government
Income Fund, the Pacifica Funds also may purchase mortgage-backed securities
issued by non-governmental issuers and purchase other asset-backed securities
which may consist of interests in pools of consumer loans or receivables held in
trust, such as certificates for automobile receivables (CARs) and credit card
receivables (CARDs). In addition, the
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Pacifica Funds may also invest in certain derivative securities, forward
commitments, when-issued purchases, delayed delivery transactions, options and
interest rate futures contracts. The Government Income Fund also may engage in
forward currency transactions.
Each Fund may invest in U.S. dollar-denominated obligations of foreign
branches of domestic banks and domestic branches of foreign banks, but unlike
the Pacifica Short-Term Government Bond Fund and the Stagecoach
Short-Intermediate U.S. Government Income Fund, the Pacifica Government Income
Fund may invest in foreign securities. Although the Government Income Fund will
ordinarily purchase U.S. dollar-denominated or foreign currency-denominated
securities that are traded in the United States, the Fund may invest up to 5% of
its total assets directly in foreign markets. Such foreign-issued securities may
include corporate debt securities, preferred stock, certificates of deposit and
bankers' acceptances issued by foreign banks, and obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies and supranational entities.
Unlike the investment objective of Pacifica Short-Term Government Bond
Fund, the investment objective of Stagecoach Short-Intermediate U.S. Government
Income Fund and Pacifica Government Income Fund are fundamental policies and may
not be changed without shareholder approval.
b. Stagecoach Ginnie Mae Fund will invest principally in portfolios of
U.S. Government mortgage pass-through securities, consisting primarily of
securities issued or guaranteed by GNMA, FNMA and FHLMC. Under normal market
conditions, the Stagecoach Ginnie Mae Fund will invest at least 65% of its total
assets in GNMA securities.
Pacifica Intermediate Government Bond Fund invests primarily in U.S.
Treasury bills, notes and other obligations issued or guaranteed by the U.S.
Government its agencies or instrumentalities. Under normal market conditions,
the Pacifica Intermediate Government Bond Fund maintains a dollar-weighted
average portfolio maturity between three and ten years, and at least 65% of its
total assets will be invested in bonds issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. In seeking income from its
investments, the Pacifica Intermediate Government Bond Fund may also consider
the potential for capital gain.
The GNMA securities in which the Stagecoach Ginnie Mae Fund invests may
bear interest at rates that are not fixed ("floating- and variable-rate
instruments") or may be purchased on a "when-issued" or "firm commitment basis."
In addition, the Ginnie Mae Fund may also invest in U.S. Treasury securities and
repurchase agreements. The Fund also may temporarily invest some of its assets
in high-quality money market instruments (which may include U.S. Government
obligations, negotiable certificates of deposit, commercial paper, and certain
bonds and debentures with remaining maturities of no more than one year), U.S.
dollar-denominated obligations of domestic and foreign
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banks, and short-term corporate debt obligations. The Fund also may lend its
portfolio securities and, subject to limitations, invest in shares of other
open-end management investment companies.
Pacifica Intermediate Government Bond Fund may similarly purchase
mortgage-backed and certain other asset-backed securities, money market
instruments, repurchase agreements, securities issued by other investment
companies (within certain limits), U.S. dollar-denominated obligations of
foreign banks and foreign branches of U.S. banks, commercial paper, certain
variable- and floating-rate instruments, forward commitments, when-issued
purchases and delayed-delivery transactions, mortgage-backed securities
(including CMOs and those backed by GNMA or guaranteed by FNMA or FHLMC),
certain other asset-backed securities, derivative securities, "stripped"
securities, and custodial receipts for Treasury securities. Unlike the
Stagecoach Ginnie Mae Fund, the Pacifica Intermediate Government Bond Fund may
purchase options and interest rate futures contracts.
B. Investment Limitations
[Note: Unless otherwise indicated, the following limitations are
fundamental policies of the Funds.]
1. Borrowings
a. Stagecoach Short-Intermediate U.S. Government Income Fund may not
borrow money or issue senior securities as defined in the 1940 Act, except that
the Fund may borrow from banks up to 10% of the current value of its net assets
for temporary purposes only in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 10% of the current value of its net assets
(but investments may not be purchased while any such outstanding borrowings
exceed 5% of its net assets), and except that the Fund may issue multiple
Classes of shares in accordance with applicable laws, rules, regulations or
orders.
Stagecoach Ginnie Mae Fund may not issue senior securities, except that
the Fund may borrow from banks up to 20% of the current value of its net assets
for temporary purposes only in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 20% of the current value of its net assets
(but investments may not be purchased while any such outstanding borrowings
exceed 5% of its net assets).
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not borrow money or issue senior
securities, except that each Fund may borrow from banks and enter into reverse
repurchase agreements for temporary purposes in amounts up to 10% of the value
of the total assets at the time of such borrowing; or mortgage, pledge or
hypothecate any assets, except in connection with any such borrowing and in
amounts not in excess of the lesser of the dollar amounts
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borrowed or 10% of the value of a Fund's total assets at the time of such
borrowing. Neither of these Funds will purchase securities while its borrowings
(including reverse repurchase agreements) in excess of 5% of its total assets
are outstanding. Securities held in escrow or separate accounts in connection
with a Fund's investment practices are not deemed to be pledged for purposes of
this limitation.
Pacifica Government Income Fund may not 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).
2. Margin Transactions
a. Stagecoach Short-Intermediate U.S. Government Income Fund may not
purchase securities on margin (except for short-term credits necessary for the
clearance of transactions) or make short sales of securities.
Stagecoach Ginnie Mae Fund may not purchase securities on margin
(except for short-term credits necessary for the clearance of transactions and
except for margin payments in connection with options, futures and options on
futures) or make short sales of securities.
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not purchase securities on margin, make
short sales of securities or maintain a short position, except that (a) this
investment limitation shall not apply to a Fund's transactions in futures
contracts and related options, and (b) a Fund may obtain short-term credit as
may be necessary for the clearance of purchases and sales of portfolio
securities.
Pacifica Government Income Fund may not purchase securities on margin,
except that the Fund may obtain such short-term credits as may be necessary for
the clearances of purchases and sales of securities.
3. Options and Futures
a. Stagecoach Short-Intermediate U.S. Government Income Fund may not
write, purchase or sell straddles, spreads, warrants, or any combination
thereof.
Stagecoach Ginnie Mae Fund may not write, purchase or sell puts, calls,
straddles, spreads, warrants, options or any combination thereof.
b. Pacifica Short-Term Government Bond Fund and Pacifica Intermediate
Government Bond Fund may not write or sell put options, call options, straddles,
spreads
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or any combination thereof, except that the Funds may enter into transactions in
options on securities, futures contracts and options on futures contracts.
As a matter of nonfundamental policy: The Pacifica Short-Term
Government Bond Fund and Intermediate Government Bond Fund may purchase put and
call options listed on a national securities exchange and issued by the Options
Clearing Corporation in an amount not exceeding 5% of their net assets. The
Funds may also write covered call and secured put options from time to time as
the adviser deems appropriate. The aggregate value of securities subject to
options written by the Funds may not exceed 25% of the value of their net
assets. Each Fund may also purchase and sell interest rate futures contracts as
a hedge against changes in interest rates, provided that not more than 5% of the
Fund's net assets are committed to such transactions.
Pacifica Government Income Fund may not write, purchase or sell puts,
calls or combinations thereof except that the Fund may purchase or sell puts and
calls as otherwise described in its Prospectus or SAI (see nonfundamental policy
below); however, the Fund will not invest more than 5% of its total assets in
these classes of securities.
As a matter of nonfundamental policy: Pacifica Government Income Fund
may purchase options in an amount not exceeding 5% of its net assets. The Fund
may also write covered call and secured put options from time to time as its
adviser deems appropriate. The aggregate value of securities subject to options
written by the Fund may not exceed 25% of the value of its net assets. Pacifica
Government Income Fund may also purchase and sell interest rate futures
contracts as a hedge against changes in interest rates, provided that not more
than 5% of the Fund's net assets are committed to such transactions.
4. Underwriting
a. Stagecoach Short-Intermediate U.S. Government Income Fund and
Stagecoach Ginnie Mae Fund may not underwrite securities of other issuers,
except to the extent that the purchase of permitted investments directly from
the issuer thereof or from an underwriter for an issuer and the later
disposition of such securities in accordance with a Fund's investment program
may be deemed to be an underwriting.
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not act as an underwriter of securities
within the meaning of the Securities Act of 1933 except insofar as a Fund might
be deemed to be an underwriter upon disposition of portfolio securities acquired
within the limitation on purchases of restricted securities and except to the
extent that the purchase of obligations directly from the issuer thereof in
accordance with a Fund's investment objective, policies and limitations may be
deemed to be an underwriting.
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Pacifica Government Income Fund may not 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.
5. Real Estate
a. Stagecoach Short-Intermediate U.S. Government Income Fund and
Stagecoach Ginnie Mae Fund may not purchase or sell real estate or real estate
limited partnerships (other than securities secured by real estate or interests
therein or securities issued by companies that invest in real estate or
interests therein).
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not purchase or sell real estate, except
that each Fund may purchase securities of issuers which deal in real estate and
may purchase securities which are secured by interests in real estate. The
Pacifica Government Income Fund may not invest in real property (including
limited partnership interests).
6. Loans
a. Stagecoach Short-Intermediate U.S. Government Income Fund may not
make loans, except that the Fund may purchase or hold debt instruments or lend
its portfolio securities in accordance with its investment policies, and may
enter into repurchase agreements.
As a matter of nonfundamental policy: The Fund may lend securities from
their portfolio to brokers, dealers and financial institutions (but not
individuals) if cash, U.S. Government obligations or other high-quality debt
instruments equal to at least 100% of the current market value of the securities
loan (including accrued interest thereon) plus the interest payable to the Fund
with respect to the loan are maintained with the Fund.
Stagecoach Ginnie Mae Fund may make loans of portfolio securities in
accordance with its investment policies. The Ginnie Mae Fund does not intend to
put at risk more than 5% of its assets during the coming year.
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not make loans, except that a Fund may
purchase and hold debt instruments and enter into repurchase agreements in
accordance with its investment objective and policies and may lend portfolio
securities in an amount not exceeding 30% of its total assets. The Pacifica
Government Income Fund may not make loans, except loans of portfolio securities
and except that the Fund may purchase readily marketable debt securities and may
enter into repurchase agreements with respect to its portfolio securities. Such
loans will not be made by the Pacifica Government Income Fund if, as a
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result, the aggregate of all outstanding loans exceeds 30% of the value of the
Fund's total assets.
As a matter of nonfundamental policy: The Pacifica Government Income
Fund may lend its portfolio securities to broker/dealers and other institutional
investors pursuant to agreements requiring that the loans be continuously
secured by collateral equal at all times in value to at least the market value
of the securities loaned. Such loans will not be made if, as a result, the
aggregate of all outstanding loans exceeds 30% of the value of the Fund's total
assets.
7. Other Investment Companies
a. As a matter of nonfundamental policy: Stagecoach Short-Intermediate
U.S. Government Income Fund may invest in shares of other open-end, management
investment companies, subject to the limitations of Section 12(d)(1) of the 1940
Act, provided that any such purchases will be limited to temporary investments
in shares of unaffiliated investment companies and the Fund's investment adviser
will waive its advisory fees for that portion of the Fund's assets so invested,
except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition. Notwithstanding any other investment policy or
limitation (whether or not fundamental), as a matter of fundamental policy, the
Short-Intermediate U.S. Government Income Fund may invest all of its assets in
the securities of a single open-end, management investment company with
substantially the same fundamental investment objective, policies and
limitations as the Fund.
As a matter of nonfundamental policy: Stagecoach Ginnie Mae Fund may
invest in shares of other open-end, management investment companies, subject to
the limitations of Section 12(d)(1) of the 1940 Act, provided that any such
purchases will be limited to temporary investments in shares of unaffiliated
investment companies and the Investment Adviser will waive its advisory fees for
that portion of the Fund's assets so invested, except when such purchase is part
of a plan of merger, consolidation, reorganization or acquisition.
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not acquire any other investment company
or investment company security except in connection with a merger,
consolidation, reorganization or acquisition of assets or where otherwise
permitted by the 1940 Act. The Pacifica Government Income Fund may not 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.
As a matter of nonfundamental policy: Pacifica Government Income Fund
may invest in securities issued by other investment companies within the limits
prescribed in the 1940 Act.
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8. Diversification
a. Stagecoach Short-Intermediate U.S. Government Income Fund may not
purchase securities of any issuer (except U.S. Government Obligations) if, as a
result, with respect to 75% of its total assets, more than 5% of the value of
the Fund's total assets would be invested in the securities of any one issuer
or, with respect to 100% of its total assets, the Fund's ownership would be more
than 10% of the outstanding voting securities of such issuer.
Stagecoach Ginnie Mae Fund may not purchase the securities of any
issuer (except securities issued or guaranteed by the U.S. Government, its
agencies and instrumentalities) if, as a result, more than 5% of the value of
the Fund's total assets would be invested in the securities of any one issuer or
the Fund's ownership would be more than 10% of the outstanding voting securities
of such issuer.
b. Pacifica Short-Term Government Bond Fund and the Pacifica
Intermediate Government Bond Fund may not purchase securities of any one issuer
(other than securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities) if, immediately after such purchase, more than 5% of the
value of a Fund's total assets would be invested in the securities of such
issuer, or more than 10% of the issuer's outstanding voting securities would be
owned by a Fund or Pacifica, except that up to 25% of the value of a Fund's
total assets may be invested without regard to these limitations.
Pacifica Government Income Fund may not 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. Subject to
the foregoing 25% exception, the Pacifica Government Income Fund may not
purchase more than 10% of the outstanding voting securities of any issuer.
9. Concentration
a. Stagecoach Short-Intermediate U.S. Government Income Fund and
Stagecoach Ginnie Mae Fund may not purchase the securities of issuers conducting
their principal business activity in the same industry if, immediately after the
purchase and as a result thereof, the value of the Fund's investments in that
industry would be 25% or more of the current value of the Fund's total assets,
provided that there is no limitation with respect to investments in U.S.
Government obligations.
b. Pacifica Short-Term Government Bond Fund and Intermediate Government
Bond Fund may not purchase any securities that would cause 25% or more of a
Fund's total assets at the time of purchase to be invested in the securities of
one or
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more issuers conducting their principal business activities in the same
industry, provided that (a) there is no limitation with respect to obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
(b) wholly-owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of the parents; and (c) utilities will be divided according to their
services, for example, gas, gas transmission, electric and gas, electric and
telephone will each be considered a separate industry.
Pacifica Government Income Fund may not invest more than 25% of its
total assets at the time of purchase in securities of issuers whose principal
business activities are in the same industry.
10. Miscellaneous
a. Stagecoach Short-Intermediate U.S. Government Income Fund and
Stagecoach Ginnie Mae Fund may not purchase commodities or commodity contracts
(including futures contracts), except that the Fund may purchase securities of
an issuer which invests or deals in commodities or commodity contracts; purchase
interests, leases, or limited partnership interests in oil, gas, or other
mineral exploration or development programs; and make investments for the
purpose of exercising control or management.
As a matter of nonfundamental policy: Stagecoach Short-Intermediate
U.S. Government Income Fund and Stagecoach Ginnie Mae Fund may not purchase or
retain securities of any issuer if the officers or Directors of the Company or
of the Investment Adviser owning beneficially more than one-half of one percent
(0.5%) of the securities of the issuer together owned beneficially more than 5%
of such securities.
As a matter of nonfundamental policy: Stagecoach Short-Intermediate
U.S. Government Income Fund and Stagecoach Ginnie Mae Fund may not purchase
securities of issuers who, with their predecessors, have been in existence less
than three years, unless the securities are fully guaranteed or insured by the
U.S. Government, a state, commonwealth, possession, territory, the District of
Columbia or by an entity in existence at least three years, or the securities
are backed by the assets and revenues of any of the foregoing if, by reason
thereof, the value of its aggregate investments in such securities will exceed
5% of its total assets.
As a matter of nonfundamental policy: Stagecoach Short-Intermediate
U.S. Government Income Fund reserves the right to invest up to 15% of the
current value of its net assets in fixed time deposits that are subject to
withdrawal penalties and that have maturities of more than seven days,
repurchase agreements maturing in more than seven days or other illiquid
securities.
As a matter of nonfundamental policy: Stagecoach Ginnie Mae Fund may
not purchase securities of unseasoned issuers, including their predecessors,
which have been in operation for less than three years, and equity securities of
issuers which are not readily
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marketable if by reason thereof the value of the Fund's aggregate investment in
such Classes of securities will exceed 5% of its total assets.
As a matter of nonfundamental policy: Stagecoach Ginnie Mae Fund may
not invest more than 10% of the current value of its net assets in repurchase
agreements maturing in more than seven days or other illiquid securities
(including restricted securities).
b. Pacifica Short-Term Government Bond Fund, the Pacifica Intermediate
Government Bond Fund and the Pacifica Government Income Fund may not purchase
securities of companies for the purpose of exercising control.
As a matter of nonfundamental policy: Pacifica Short-Term Government
Bond Fund, the Pacifica Intermediate Government Bond Fund and the Pacifica
Government Income Fund will not at any time hold more than 15% (10% in the case
of Pacifica Government Income Fund) of their net assets in illiquid securities.
Pacifica Short-Term Government Bond Fund and Pacifica Intermediate
Government Bond Fund may not purchase or sell commodity contracts, or invest in
oil, gas or mineral exploration or development programs, except that each Fund
may, to the extent appropriate to its investment objective, purchase publicly
traded securities of companies engaging in whole or in part in such activities.
Pacifica Government Income Fund may not invest in commodities, commodity
contracts, or oil, gas or other mineral resource, exploration, development,
lease or arbitrage transactions.
Pacifica Government Income Fund may not 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.
Pacifica Government Income Fund will not invest in repurchase
agreements maturing in more than seven days (unless subject to a demand feature)
if any such investment, together with any illiquid securities (including
securities which are subject to legal or contractual restrictions on resale)
held by the Fund, exceeds 10% of the value of its total assets.
Pacifica Government Income Fund may not 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.
Pacifica Government Income Fund may not purchase or retain the
securities of any issuer, if those individual officers and Trustees of Pacifica,
its adviser, sponsor, or 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.
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Pacifica Government Income Fund may not 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.
Pacifica Government Income Fund may not 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.
B. Investment Objectives -- Municipal Funds
1. Stagecoach California Tax-Free Bond Fund: Seeks to provide investors
with a high level of income exempt from federal income taxes and California
personal income taxes, while preserving capital, by investing in medium- to
long-term, investment-grade municipal securities.
2. Stagecoach California Tax-Free Income Fund: Seeks to provide investors
with a high level of income exempt from federal income taxes and California
personal income taxes, while preserving capital.
3. Pacifica California Short-Term Tax-Exempt Fund: To provide investors
with as high a level of current income, exempt from both federal and California
personal income taxes, as is consistent with limiting the risk of potential
loss.
4. Pacifica California Tax-Exempt Fund: To provide investors with as high a
level of current income, exempt from both Federal and California personal income
taxes, as is consistent with limiting the risk of potential capital loss.
Comment: In pursuing their objectives, each of the four California Funds
invest under normal market conditions primarily in California municipal
obligations that are exempt from federal income taxes and California personal
income taxes. Each Fund's investment objective is a fundamental policy and may
not be changed without shareholder approval.
a. Stagecoach California Tax-Free Bond Fund invests in medium- to long-term
investment-grade municipal securities. Medium- to long-term securities include
those securities issued with maturities of 2 to 10 years and 10 years or more,
respectively. As a matter of fundamental policy, at least 80% of the Stagecoach
California Tax-Free Bond Fund's net assets are invested in municipal obligations
that pay interest which is exempt from federal income taxes; and at least 65% of
the Fund's total assets are invested in municipal obligations that pay interest
which is exempt from California personal income taxes. And at least 65% of the
Fund's total assets are invested in municipal bonds, as opposed to municipal
notes or commercial paper. In addition, the Fund may invest 25% or more of its
assets in California municipal obligations that are related in such a way that
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an economic, business or political development or change affecting one such
obligation would also affect the other obligations; for example, the Fund may
own different municipal obligations that pay interest based on the revenues of
similar types of projects.
Stagecoach California Tax-Free Bond Fund may also elect to invest
temporarily up to 20% of its net assets in certain permitted taxable investments
(which include cash reserves), U.S. Government obligations, obligations of
domestic banks, commercial paper, repurchase agreements, instruments that pay
interest which is exempt from federal income taxes, but not from California
personal income taxes, or high quality money market instruments. However, such
temporary investments would most likely be made only when there is an unexpected
or abnormal level of investor purchases or redemptions of shares or because of
unusual market conditions. The Fund may also invest in floating- and
variable-rate instruments and repurchase agreements; the Fund may loan its
portfolio securities (although the Fund will not enter into any lending
arrangement having a duration of longer than 13 months), invest in other
tax-exempt mutual funds, and purchase when-issued securities.
Unlike the Stagecoach California Tax-Free Bond Fund, the Pacifica
California Tax-Exempt Fund does not have any restrictions as to the minimum or
maximum maturity of any individual security held by it. The average portfolio
maturity will vary from time to time in light of current market and economic
conditions. At least 80% of the Fund's net assets are invested in municipal
obligations that pay interest which is exempt from federal income tax, except
during periods of unusual market conditions. At least 65% of the Pacifica
California Tax-Exempt Fund's total assets are invested in municipal obligations
issued by or on behalf of the State of California.
Like the Stagecoach California Tax-Free Bond Fund, the Pacifica
California Tax-Exempt Fund may elect to invest temporarily up to 20% of its net
assets in certain permitted taxable investments (which include cash reserves),
U.S. Government obligations, obligations of domestic banks, taxable commercial
paper, repurchase agreements, or high quality money market instruments.
Pacifica California Tax-Exempt Fund also may invest more than 15% of
its net assets in municipal lease obligations determined by the Board of
Trustees to be liquid investments, and may invest, subject to limitations, in
shares of other open-end investment companies which invest in taxable or
tax-exempt money market instruments.
b. The Stagecoach California Tax-Free Income Fund invests in short- to
intermediate-term investment-grade municipal securities. Short-term securities
are securities issued with maturities of less than 2 years and intermediate-term
securities include those securities issued with maturities of 2 to 10 years. As
a matter of fundamental policy, at least 80% of the Stagecoach California
Tax-Free Bond Fund's net assets are invested in municipal obligations that pay
interest which is exempt from federal income taxes; and at least 65% of the
Fund's total assets are invested in municipal obligations that pay interest
which is exempt from California personal income taxes. In
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addition at least 65% of the Fund's total assets are invested in short- and
intermediate-term municipal securities. As a matter of general operating policy,
the Fund intends that, under normal market conditions, the average expected
duration of its portfolio securities will be from one to five years.
In addition, the Stagecoach California Tax-Free Income Fund may invest
25% or more of its assets in California municipal obligations that are related
in such a way that an economic, business or political development or change
affecting one such obligation would also affect the other obligations; for
example, a Fund may own different municipal obligations that pay interest based
on the revenues of similar types of projects.
In addition, the Fund may elect to invest temporarily up to 20% of its
net assets in certain permitted taxable investments (which include cash
reserves), U.S. Government obligations, obligations of domestic banks,
commercial paper, repurchase agreements, instruments that pay interest which is
exempt from federal income taxes, but not from California personal income taxes,
or high quality money market instruments. However, such temporary investments
would most likely be made only when there is an unexpected or abnormal level of
investor purchases or redemptions of shares or because of unusual market
conditions. The Fund may also make loans of portfolio securities (although the
Fund may not enter into any portfolio lending arrangement having a duration of
longer than one year), invest in other tax-exempt mutual funds, and purchase
when-issued securities.
Unlike the Stagecoach California Tax-Free Income Fund, the Pacifica
California Short-Term Tax-Exempt Fund does not have any restrictions as to the
minimum or maximum maturity of any individual security held by it, although
except for temporary defensive purposes or during unusual market conditions, the
dollar-weighted average maturity of the California Short-Term Tax-Exempt Fund
will be three years or less. At least 80% of the Fund's net assets are invested
in municipal obligations that pay interest which is exempt from Federal income
tax, except during periods of unusual market conditions. At least 65% of the
Fund's total assets are invested in municipal obligations issued by or on behalf
of the State of California.
Like the Stagecoach California Tax-Free Income Fund, the Pacifica
California Short-Term Tax-Exempt Fund may elect to invest temporarily up to 20%
of its net assets in certain permitted taxable investments (including cash
reserves), U.S. Government obligations, obligations of domestic banks, taxable
commercial paper, repurchase agreements, or high quality money market
instruments.
The Pacifica California Short-Term Tax-Exempt Fund also may invest more
than 15% of its net assets in municipal lease obligations determined by the
Board of Trustees to be liquid investments, and may invest, subject to
limitations, in shares of other open-end investment companies which invest in
taxable or tax-exempt money market instruments.
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B. Investment Limitations
[Note: Unless otherwise indicated, the following policies are fundamental
policies of the Funds.]
1. Borrowings
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not issue senior securities, except that the Funds may
borrow from banks up to 10% of the current value of each of their net assets
only for temporary purposes in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 10% of the current value of each of their
net assets (but investments may not be purchased by a Fund while any such
outstanding borrowings exceed 5% of its net assets).
b. Pacifica California Short-Term Tax-Exempt Fund and the California
Tax-Exempt Fund may not borrow money or pledge or mortgage their assets, except
that the Funds may borrow from banks up to 10% of the current value of their
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 their total
net assets (but investments may not be purchased by a Fund while any such
borrowing exist).
2. Margin Transactions
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not purchase securities on margin (except for
short-term credits necessary for the clearance of transactions and except for
margin payments in connection with options, futures and options on futures with
regard to the California Tax-Free Bond Fund) or make short sales of securities.
b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not purchase securities on margin, except that the Funds may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities.
3. Options and Futures
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not write, purchase or sell puts, calls, options or any
combination thereof, except that the Funds may purchase securities with put
rights in order to maintain liquidity.
b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not write, purchase or sell puts, calls or combinations
thereof except that the Funds may purchase or sell puts and calls as otherwise
described in their
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Prospectuses or SAI; however, neither Fund will invest more than 5% of its total
assets in these classes of securities.
4. Underwriting
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not underwrite securities of other issuers, except to
the extent that the purchase of permitted investments (including municipal
securities) directly from the issuer thereof or from an underwriter for an
issuer and the later disposition of such securities in accordance with the
Fund's investment program may be deemed to be an underwriting.
b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not 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.
5. Real Estate
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not purchase or sell real estate or real estate limited
partnerships (other than municipal obligations or other securities secured by
real estate or interests therein or securities issued by companies that invest
in real estate or interests therein).
b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not invest in real property (including limited partnership
interests).
6. Loans
a. As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund may lend securities from their portfolios to brokers, dealers and
financial institutions (but not individuals) if cash, U.S. Government
obligations or other high quality instruments equal to at least 100% of the
current market value of the securities loan (including accrued interest thereon)
plus the interest payable to a Fund with respect to the loan is maintained with
such Fund. Stagecoach California Tax-Free Bond Fund may make loans of portfolio
securities in accordance with its investment policies.
Stagecoach California Tax-Free Income Fund may not make loans of
portfolio securities having a value that exceeds 50% of the current value of its
total assets provided that, for purposes of this restriction, loans will not
include the purchase of fixed time deposits, repurchase agreements, commercial
paper and other types of debt instruments commonly sold in a public or private
offering.
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b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not make loans, except loans of portfolio securities and
except that the Funds may purchase readily marketable debt securities and may
enter into repurchase agreements with respect to its portfolio securities.
As a matter of nonfundamental policy: The Pacifica Government
Income Fund may lend its portfolio securities to broker/dealers and other
institutional investors pursuant to agreements requiring that the loans be
continuously secured by collateral equal at all times in value of at least the
market value of the securities loaned. Such loans will not be made if, as a
result, the aggregate of all outstanding loans exceeds 30% of the value of the
Fund's total assets.
7. Other Investment Companies
a. As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund may invest in shares of
other open-end, management investment companies, subject to the limitations of
Section 12(d)(1) of the 1940 Act, provided that any such purchases will be
limited to temporary investments in shares of unaffiliated investment companies
that have a fundamental investment policy of investing at least 80% of their net
assets in obligations that are exempt from federal income taxes and are not
subject to the federal alternative minimum tax. However, the Funds' investment
adviser will waive its advisory fees for that portion of the Funds' assets so
invested, except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition. California Tax-Free Income Fund does not intend
to invest more than 5% of its net assets in such securities during the coming
year and notwithstanding any other investment policy or limitation (whether or
not fundamental), the Fund may invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the Fund.
b. Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not knowingly purchase securities of other investment
companies, except (i) in connection with a merger, consolidation, acquisition,
or reorganization; and (ii) the Funds may invest up to 10% of their net assets
in shares of other investment companies.
As a matter of nonfundamental policy: Pacifica California
Short-Term Tax-Exempt Fund and California Tax-Exempt Fund may invest in
securities issued by other investment companies within the limits prescribed in
the 1940 Act.
8. Diversification
a. As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund will diversify its
holdings so that, at the end of each quarter of the taxable year: (i) at least
50% of the market value
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<PAGE> 161
of each Fund's assets is represented by cash, U.S. Government obligations and
other securities limited in respect of any one issuer to an amount not greater
than 5% of the Fund's assets and 10% of the outstanding voting securities of
such issuer; and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than U.S. Government obligations and
the securities of other regulated investment companies), or of two or more
issuers which the taxpayer controls and which are determined to be engaged in
the same or similar trades or businesses or related trades or businesses.
b. As a matter of nonfundamental policy: Pacifica California Short-Term
Tax-Exempt Fund and California Tax-Exempt Fund will not hold any securities
(except U.S. Government securities and repurchase agreements collateralized by
such securities) that would cause, at the end of any tax quarter, more than 5%
of their total assets to be invested in securities of any one issuer, except
that up to 50% of a Fund's total assets may be invested without regard to this
limitation so long as no more than 25% of the Fund's total assets are invested
in any one issuer (except the U.S. Government, its agencies and
instrumentalities.)
9. Concentration
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not purchase the securities of issuers conducting their
principal business activity in the same industry, if, immediately after the
purchase and as a result thereof, the value of a Fund's investments in that
industry would be 25% or more of the current value of such Fund's total assets,
provided that there is no limitation with respect to (i) municipal securities
(for the purposes of this restriction, private activity bonds shall not be
deemed municipal securities if the payment of principal and interest on such
bonds is the ultimate responsibility of nongovernmental issuers) and (ii) U.S.
Government obligations.
b. Pacifica California Short-Term Tax-Exempt Fund and Pacifica
California Tax-Exempt Fund may not invest more than 25% of their total assets at
the time of purchase in securities of issuers whose principal business
activities are in the same industry.
10. Miscellaneous
a. Stagecoach California Tax-Free Bond Fund and Stagecoach California
Tax-Free Income Fund may not purchase or sell commodities or commodity contracts
(including futures contracts) and may not make investments for the purpose of
exercising control or management.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund may invest up to 10%, and Stagecoach California Tax-Free Income Fund
may invest up to 15% of the current value of each Fund's net assets in
repurchase agreements
26
<PAGE> 162
having maturities of more than seven days, illiquid securities and fixed time
deposits that are subject to withdrawal penalties and that have maturities of
more than seven days.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund may not purchase
interests, leases, or limited partnership interests in oil, gas, or other
mineral exploration or development programs.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund may not purchase or
retain securities of any issuer if the officers or Directors of the Company or
its Investment Adviser owning beneficially more than one-half of one percent
(0.5%) of the securities of the issuer together owned beneficially more than 5%
of such securities.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund may not purchase
securities of issuers who, with their predecessors, have been in existence less
than three years, unless the securities are fully guaranteed or insured by the
U.S. Government, a state, commonwealth, possession, territory, the District of
Columbia or by an entity in existence at least three years, or the securities
are backed by the assets and revenues of any of the foregoing if, by reason
thereof, the value of its aggregate investments in such securities will exceed
5% of its total assets.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund may not purchase
securities of unseasoned issuers, including their predecessors, which have been
in operation for less than three years, and equity securities of issuers which
are not readily marketable if by reason thereof the value of such Fund's
aggregate investment in such Classes of securities will exceed 5% of its total
assets.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Income Fund may invest not more than 5% of its net assets at the time of
purchase in warrants, and not more than 2% of its net assets in warrants which
are not listed on the New York or American Stock Exchange.
As a matter of nonfundamental policy: Stagecoach California Tax-Free
Income Fund will not invest more than 15% of its net assets in illiquid
securities. For this purpose, illiquid securities include, among others, (a)
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale, (b) fixed time deposits
that are subject to withdrawal penalties and that have maturities of more than
seven days, and (c) repurchase agreements not terminable within seven days.
b. As a matter of nonfundamental policy: Pacifica California Short-Term
Tax-Exempt Fund and California Tax-Exempt Fund will not at any time hold more
than 15% and 10%, respectively, of their net assets in illiquid securities.
27
<PAGE> 163
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not sell securities short, except to the extent a Fund
contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short.
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund will not invest in repurchase agreements maturing in more than
seven days (unless subject to a demand feature) if any such investment, together
with any illiquid securities (including securities which are subject to legal or
contractual restrictions on resale) held by the Funds, exceeds 10% (15% in the
case of the California Short-Term Tax-Exempt Fund) of the value of their total
assets.
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not 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 Funds would exceed 10% (15% in the case of
the California Short-Term Tax-Exempt Fund) of the value of their total assets.
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not purchase or retain the securities of any issuer, if
those individual officers and Trustees of Pacifica, its adviser, sponsor, or
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.
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not invest more than 5% of their net assets in warrants
which are unattached to securities, included within that amount, no more than 2%
of the value of a Fund's net assets may be warrants which are not listed on the
New York or American Stock Exchanges.
Pacifica California Short-Term Tax-Exempt Fund and California
Tax-Exempt Fund may not invest more than 5% of the current value of their total
assets in the securities of companies which, including predecessors, have a
record of less than three years' continuous operation.
III. EQUITY FUNDS
A. Investment Objectives
1. Stagecoach Growth and Income Fund: Seeks to earn current income and
achieve long-term capital appreciation by investing primarily in common stocks,
and preferred stocks and debt securities that are convertible into common
stocks.
28
<PAGE> 164
2. Pacifica Growth Fund: To seek superior, risk-adjusted total return
through capital appreciation.
Comment:
Both Funds invest primarily in equity securities which are typically
common stocks, preferred stocks and debt securities that are convertible into
common stocks (though emphasis is on common stocks for both Funds). The Funds
are diverse portfolios and the holdings of each Fund are typically spread across
industry and economic sectors.
The Pacifica Growth Fund invests primarily in equity securities,
concentrating on those securities whose growth prospects, in the opinion of the
investment adviser, appear to exceed that of the overall market. The Fund may
invest in non-dividend paying companies which, in the opinion of the adviser,
may offer better total return prospects. From time to time, certain industry
sectors may or may not be present in the Fund's portfolio, though the Fund will
not purchase any securities which would cause 25% or more of the Fund's total
assets at the time of the purchase to be invested in the securities of issuers
conducting their principal business in the same industry. Under normal
conditions, the Fund's policy is to invest at least 65% of the value of its
total assets in equity securities.
Similarly, the Stagecoach Growth and Income Fund invests primarily in
equity securities that are believed by the investment adviser to have
above-average prospects for future earnings growth. The Stagecoach Growth and
Income Fund, like the Pacifica Growth Fund, maintains a portfolio of common
stocks diversified among industries and companies. For the Stagecoach Growth and
Income Fund, emphasis is placed on common stocks which are trading at low
price-to-earnings ratios, and on common stocks of issuers that have historically
paid above-average dividends. Under normal market conditions, Stagecoach Growth
and Income Fund invests at least 65% of its total assets in common stocks and
securities which are convertible into common stocks and at least 65% of its
total assets in income-producing securities. The Growth and Income Fund also
intends to invest less than 50% of its assets in securities of medium- and
smaller-size companies (companies with at least $250 million, but less than $750
million in market capitalization) and the remainder in securities of larger-size
companies (companies with more than $750 million in market capitalization).
Investments in common stocks for Stagecoach Growth and Income Fund are selected
on the basis of strong earnings growth trends, above-average prospects for
future earnings growth and diversification among industries and companies.
Investments in convertible securities for Stagecoach Growth and Income Fund are
selected on the basis of strong earnings and credit records, the ability to
provide current income and the same characteristics described above with respect
to common stocks.
Both Funds may invest in other types of securities in order to maintain
adequate liquidity for redemption requests, other cash management needs, or for
temporary purposes. The investments that the Funds may purchase include: shares
of
29
<PAGE> 165
other mutual funds, repurchase agreements, commercial paper, short-term U.S.
dollar-denominated obligations of foreign banks (including domestic branches),
U.S. Government obligations, floating- and variable rate instruments,
convertible securities and foreign securities.
While the Pacifica Growth Fund may invest up to 25% of the value of its
total assets in securities of foreign issuers, either directly or through
American Depository Receipts and European Depository Receipts, the Stagecoach
Growth and Income Fund may only invest up to 10% of the Fund's assets in
securities of foreign issuers.
Unlike the Stagecoach Growth and Income Fund, the Pacifica Growth Fund
may invest in certain mortgage-backed and other asset-backed securities,
derivative securities, "stripped" securities, custodial receipts for Treasury
Securities, options, and stock index futures contracts.
B. Investment Limitations
[Note: Unless otherwise indicated, the following policies are fundamental
policies of the Funds.]
1. Borrowings
a. Stagecoach Growth and Income Fund may not issue senior securities,
except that the Fund may borrow from banks up to 10% of the current value of its
net assets for temporary purposes only in order to meet redemptions, and these
borrowings may be secured by the pledge of up to 10% of the current value of its
net assets (but investments may not be purchased while any such outstanding
borrowings exceed 5% of its net assets).
b. Pacifica Growth Fund may not borrow money or issue senior
securities, except that the Fund may borrow from banks and enter into reverse
repurchase agreements for temporary purposes in amounts up to 10% of the value
of the total assets at the time of such borrowing; or mortgage, pledge or
hypothecate any assets, except in connection with any such borrowing and in
amounts not in excess of the lesser of the dollar amounts borrowed or 10% of the
value of the Fund's total assets at the time of such borrowing. The Fund will
not purchase securities while its borrowings (including reverse repurchase
agreements) in excess of 5% of its total assets are outstanding. Securities held
in escrow or separate accounts in connection with the Fund's investment
practices are not deemed to be pledged for purposes of this limitation.
2. Margin Transactions
a. Stagecoach Growth and Income Fund may not purchase securities on
margin (except for short-term credits necessary for the clearance of
transactions and except for margin payments in connection with options, futures
and options on futures) or make short sales of securities.
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<PAGE> 166
b. Pacifica Growth Fund may not purchase securities on margin, make
short sales of securities or maintain a short position, except that (a) this
investment limitation shall not apply to the Fund's transactions in futures
contracts and related options, and (b) the Fund may obtain short-term credit as
may be necessary for the clearance of purchases and sales of portfolio
securities.
3. Options and Futures
a. Stagecoach Growth and Income Fund may not write, purchase or sell
puts, calls, straddles, spreads, warrants, options or any combination thereof,
except that the Fund may purchase securities with put rights in order to
maintain liquidity, and except that the Fund may invest up to 5% of its net
assets in warrants in accordance with its investment policies.
b. Pacifica Growth Fund may not write or sell put options, call
options, straddles, spreads, or any combination thereof, except that the Fund
may enter into transactions in options on securities, futures contracts and
options on futures contracts.
As a matter of nonfundamental policy: The Pacifica Growth Fund may
purchase put and call options in an amount not exceeding 5% of its net assets.
The Fund may also write covered call and secured put options from time to time
as the adviser deems appropriate. The aggregate value of the securities subject
to options written by the Fund will not exceed 25% of the value of its net
assets. In addition, the Fund may enter into stock index futures contracts in
order to protect the value of common stock investments or to maintain liquidity,
provided that not more than 5% of the Fund's net assets are committed to such
transactions. The Fund may also purchase put options on stock index futures as
another method of protecting its assets against market declines.
4. Underwriting
a. Stagecoach Growth and Income Fund may not underwrite securities of
other issuers, except to the extent that the purchase of permitted investments
directly from the issuer thereof or from an underwriter for an issuer and the
later disposition of such securities in accordance with the Fund's investment
program may be deemed to be an underwriting.
b. Pacifica Growth Fund may not act as an underwriter of securities
within the meaning of the Securities Act of 1933 except insofar as the Fund
might be deemed to be an underwriter upon disposition of portfolio securities
acquired within the limitation on purchases of restricted securities and except
to the extent that the purchase of obligations directly from the issuer thereof
in accordance with the Fund's investment objective, policies and limitations may
be deemed to be underwriting.
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<PAGE> 167
5. Real Estate
a. Stagecoach Growth and Income Fund may not purchase or sell real
estate or real estate limited partnerships (other than securities secured by
real estate or interests therein or securities issued by companies that invest
in real estate or interests therein).
b. Pacifica Growth Fund may not purchase or sell real estate, except
that the Fund may purchase securities of issuers which deal in real estate and
may purchase securities which are secured by interests in real estate.
6. Loans
a. Stagecoach Growth and Income Fund may make loans in accordance with
its investment policies.
As a matter of nonfundamental policy: The Fund may lend securities from
their portfolios to brokers, dealers and financial institutions (but not
individuals) if cash, U.S. Government obligations or other high quality debt
instruments equal to at least 100% of the current market value of the securities
loan (including accrued interest thereon) plus the interest payable to a Fund
with respect to the loan is maintained with the Fund.
b. Pacifica Growth Fund may not make loans, except that the Fund may
purchase and hold debt instruments and enter into repurchase agreements in
accordance with its investment objective and policies and may lend portfolio
securities in an amount not exceeding 30% of its total assets.
7. Other Investment Companies
a. As a matter of nonfundamental policy: Stagecoach Growth and Income
Fund may invest in shares of other open-end, management investment companies,
subject to the limitations of Section 12(d)(1) of the 1940 Act, provided that
any such purchases will be limited to temporary investments in shares of
unaffiliated investment companies and the Investment Adviser will waive its
advisory fees for that portion of the Fund's assets so invested, except when
such purchase is part of a plan of merger, consolidation, reorganization or
acquisition.
b. Pacifica Growth Fund may not acquire any other investment company or
investment company security except in connection with a merger, consolidation,
reorganization or acquisition of assets or where otherwise permitted by the 1940
Act.
8. Diversification
a. Stagecoach Growth and Income Fund may not purchase securities of any
issuer (except securities issued or guaranteed by the U.S. Government, its
agencies and
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<PAGE> 168
instrumentalities) if, as a result, more than 5% of the value of the Fund's
total assets would be invested in the securities of any one issuer or the Fund's
ownership would be more than 10% of the outstanding voting securities of such
issuer.
b. Pacifica Growth Fund may not purchase securities of any one issuer
(other than securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities) if, immediately after such purchase, more than 5% of the
value of the Fund's total assets would be invested in the securities of such
issuer, or more than 10% of the issuer's outstanding voting securities would be
owned by the Fund or Pacifica, except that up to 25% of the value of the Fund's
total assets may be invested without regard to these limitations.
9. Concentration
a. Stagecoach Growth and Income Fund may not purchase the securities of
issuers conducting their principal business activity in the same industry if,
immediately after the purchase and as a result thereof, the value of the Fund's
investments in that industry would be 25% or more of the current value of the
Fund's total assets, provided that there is no limitation with respect to
investments in U.S. Government obligations.
b. Pacifica Growth Fund may not purchase any securities that would
cause 25% or more of the Fund's total assets at the time of purchase to be
invested in the securities of one or more issuers conducting their principal
business activities in the same industry, provided that (a) there is no
limitation with respect to obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; (b) wholly-owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of the parents; and
(c) utilities will be divided according to their services, for example, gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate industry.
10. Miscellaneous
a. Stagecoach Growth and Income Fund may not purchase commodities or
commodity contracts (including futures contracts), except that the Fund may
purchase securities of an issuer which invests or deals in commodities or
commodity contracts; purchase interests, leases, or limited partnership
interests in oil, gas, or other mineral exploration or development programs; or
make investments for the purpose of exercising control or management.
As a matter of nonfundamental policy: Stagecoach Growth and Income Fund
may not purchase or retain securities of any issuer if the officers or Directors
of the Company or its Investment Adviser owning beneficially more than one-half
of one percent (0.5%) of the securities of the issuer together owned
beneficially more than 5% of such securities.
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<PAGE> 169
As a matter of nonfundamental policy: Stagecoach Growth and Income Fund
may not purchase securities of issuers who, with their predecessors, have been
in existence less than three years, unless the securities are fully guaranteed
or insured by the U.S. Government, a state, commonwealth, possession, territory,
the District of Columbia or by an entity in existence at least three years, or
the securities are backed by the assets and revenues of any of the foregoing if,
by reason thereof, the value of its aggregate investments in such securities
will exceed 5% of its total assets.
As a matter of nonfundamental policy: Stagecoach Growth and Income Fund
may not purchase securities of unseasoned issuers, including their predecessors,
which have been in operation for less than three years, and equity securities of
issuers which are not readily marketable if by reason thereof the value of such
Fund's aggregate investment in such Classes of securities will exceed 5% of its
total assets.
As a matter of nonfundamental policy: Stagecoach Growth and Income Fund
may not invest more than 10% of the current value of its net assets in
repurchase agreements maturing in more than seven days or other illiquid
securities (including restricted securities).
b. Pacifica Growth Fund may not purchase securities of companies for
the purpose of exercising control.
As a matter of nonfundamental policy: Pacifica Growth Fund will not at
any time hold more than 15% of its net assets in illiquid securities.
Pacifica Growth Fund may not purchase or sell commodity contracts, or
invest in oil, gas or mineral exploration or development programs, except that
the Fund may, to the extent appropriate to its investment objective, purchase
publicly traded securities of companies engaging in whole or in part in such
activities.
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<PAGE> 170
APPENDIX V
EXPENSE SUMMARIES OF PACIFICA PORTFOLIOS
AND THE CORRESPONDING STAGECOACH FUNDS
-----------------------------------------------
The following tables (a) compare the current fees and expenses for the
respective Pacifica Portfolios and their corresponding Stagecoach Funds and (b)
show the estimated fees and expenses for the corresponding Stagecoach Funds,
where different, on a pro forma basis after giving effect to the reorganization.
The purpose of these tables is to assist shareholders in understanding the
various costs and expenses that investors in these portfolios will bear as
shareholders. The tables do not reflect any charges that may be imposed by
institutions directly on their customer accounts in connection with investments
in the portfolios.
<PAGE> 171
PACIFICA MONEY MARKET FUND SHARES
STAGECOACH MONEY MARKET MUTUAL FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA MONEY MONEY MARKET
MARKET FUND MUTUAL FUND PRO FORMA
----------- ----------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees .................................... 0.30% 0.40% 0.40%
12b-1 Fees* ........................................ 0.10% 0.02% 0.02%
Other Expenses (after waivers or reimbursements)** . 0.25% 0.33% 0.33%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)***................ 0.65% 0.75% 0.75%
==== ==== ====
</TABLE>
- --------------------
* Under rules of the National Association of Securities Dealers, Inc.
(the "NASD"), a 12b-1 fee may be treated as a sales charge for certain
purposes. Because a 12b-1 fee is an annual fee charged against the
assets of a Fund, long-term shareholders may indirectly pay more in
total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD. Absent
waivers or reimbursements, the percentages shown under "Rule 12b-1
Fees" for the Stagecoach Money Market Mutual Fund and pro forma
combined would be 0.05%.
** Other Expenses (before waivers or reimbursements) would be 0.45%,
0.38% and 0.38%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.85% , 0.83% and 0.83%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
MONEY MONEY
MARKET MARKET
FUND MUTUAL FUND PRO FORMA
---- ----------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 7 $ 8 $ 8
3 years ........................................... 21 24 24
5 years ........................................... 36 42 42
10 years .......................................... 81 93 93
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
2
<PAGE> 172
PACIFICA ASSET PRESERVATION FUND-INVESTOR SHARES
STAGECOACH MONEY MARKET MUTUAL FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA ASSET STAGECOACH
PRESERVATION MONEY MARKET
FUND MUTUAL FUND PRO FORMA
---- ----------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.30% 0.40% 0.40%
12b-1 Fees** ....................................... 0.05% 0.02% 0.02%
Other Expenses (after waivers or reimbursements)*** 0.45% 0.33% 0.33%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.80% 0.75% 0.75%
==== ==== ====
</TABLE>
- --------------------
* Management Fees for the Pacifica Asset Preservation Fund (before
waivers or reimbursements) would be 0.35%.
** Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD. Absent
waivers or reimbursements, the percentages shown under "Rule 12b-1
Fees" for the Stagecoach Money Market Mutual Fund and pro forma
combined would be 0.05%.
*** Other Expenses (before waivers or reimbursements) would be 0.45%,
0.38% and 0.38%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.85%, 0.83% and 0.83%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA MONEY
ASSET PRESERVATION MARKET
FUND MUTUAL FUND PRO FORMA
---- ----------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 8 $ 8 $ 8
3 years ........................................... 26 24 24
5 years ........................................... 44 42 42
10 years .......................................... 99 93 93
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
3
<PAGE> 173
PACIFICA ASSET PRESERVATION FUND-INVESTOR SHARES
PACIFICA MONEY MARKET FUND-INVESTOR SHARES
STAGECOACH MONEY MARKET MUTUAL FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA PACIFICA MONEY
ASSET MONEY MARKET
PRESERVATION MARKET MUTUAL
FUND FUND FUND PRO FORMA
---- ---- ---- ---------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None None
Deferred Sales Load (as a percentage of redemption None None None None
proceeds) ......................................
Redemption Fees .................................... None None None None
Exchange Fee ....................................... None None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.30% 0.30% 0.40% 0.40%
12b-1 Fees** ....................................... 0.05% 0.10% 0.02% 0.02%
Other Expenses (after waivers or reimbursements)*** 0.45% 0.25% 0.33% 0.33%
---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.80% 0.65% 0.75% 0.75%
==== ==== ==== ====
</TABLE>
- --------------------
* Management Fees for the Pacifica Asset Preservation Fund (before
waivers or reimbursements) would be 0.35%.
** Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD. Absent
waivers or reimbursements, the percentages shown under "Rule 12b-1
Fees" for the Stagecoach Money Market Mutual Fund and pro forma
combined would be 0.05%.
*** Other Expenses (before waivers or reimbursements) would be 0.45%,
0.45%, 0.38% and 0.38%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.85%, 0.85%, 0.83% and 0.83%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA PACIFICA STAGECOACH
ASSET MONEY MONEY
PRESERVATION MARKET MARKET
FUND FUND MUTUAL FUND PRO FORMA
---- ---- ----------- ---------
<C> <C> <C> <C> <C>
1 year ............................................ $ 8 $ 7 $ 8 $ 8
3 years ........................................... 26 21 24 24
5 years ........................................... 44 36 42 42
10 years .......................................... 99 81 93 93
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
4
<PAGE> 174
PACIFICA SHORT-TERM GOVERNMENT BOND FUND-INVESTOR SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME
FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
SHORT-
PACIFICA INTERMEDIATE
SHORT-TERM U.S.
GOVERNMENT GOVERNMENT
BOND FUND INCOME FUND PRO FORMA
--------- ----------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 3.00% 3.00% 3.00%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None+ None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.15% 0.27% 0.27%
12b-1 Fees** ....................................... 0.05% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.54% 0.39% 0.39%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.74% 0.71% 0.71%
==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) would be 0.50%,
0.50% and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.69%, 1.12%
and 0.86%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.24%, 1.67% and 1.41%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial sales
charge available to purchases of $1 million or more are subject to a 1%
contingent deferred sales charge if redeemed within one year from the
date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
SHORT-TERM SHORT-INTERMEDIATE
GOVERNMENT U.S.
BOND GOVERNMENT
FUND INCOME FUND PRO FORMA
---- ----------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 37 $ 37 $ 37
3 years ........................................... 53 52 52
5 years ........................................... 70 68 68
10 years .......................................... 119 116 116
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
5
<PAGE> 175
PACIFICA GOVERNMENT INCOME FUND-INVESTOR SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME
FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
SHORT-INTERMEDIATE
PACIFICA U.S.
GOVERNMENT GOVERNMENT
INCOME FUND INCOME FUND PRO FORMA
----------- ----------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 3.00% 3.00%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None+ None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.50% 0.27% 0.27%
12b-1 Fees** ....................................... 0.05% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.40% 0.39% 0.39%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.95% 0.71% 0.71%
==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) would be 0.50%,
0.50% and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.41%.,
1.12% and 0.82%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.96%, 1.67% and 1.37%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial sales
charge available to purchases of $1 million or more are subject to a 1%
contingent deferred sales charge if redeemed within one year from the
date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
SHORT-INTERMEDIATE
PACIFICA U.S.
GOVERNMENT GOVERNMENT
INCOME FUND INCOME FUND PRO FORMA
----------- ----------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 54 $ 37 $ 37
3 years ........................................... 74 52 52
5 years ........................................... 95 68 68
10 years .......................................... 156 116 116
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
6
<PAGE> 176
PACIFICA GOVERNMENT INCOME FUND-INVESTOR SHARES
PACIFICA SHORT-TERM GOVERNMENT BOND FUND-INVESTOR SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME
FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
SHORT-
PACIFICA PACIFICA INTERMEDIATE
GOVERNMENT SHORT-TERM U.S.
INCOME GOVERNMENT GOVERNMENT
FUND BOND FUND INCOME FUND PRO FORMA
---- --------- ----------- ---------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ........... 4.50% 3.00% 3.00% 3.00%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) ................. None None None None
Deferred Sales Load (as a percentage of redemption None+ None+ None None
proceeds)
Redemption Fees ................................... None None None None
Exchange Fee ...................................... None None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* 0.50% 0.15% 0.27% 0.27%
12b-1 Fees** ...................................... 0.05% 0.05% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.40% 0.54% 0.39% 0.39%
---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** ............. 0.95% 0.74% 0.71% 0.71%
==== ==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) would be 0.50%,
0.50% and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.41%,
0.69%, 1.12% and 0.77%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.96%, 1.24%, 1.67% and 1.32%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial sales
charge available to purchases of $1 million or more are subject to a 1%
contingent deferred sales charge if redeemed within one year from the
date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
SHORT-
PACIFICA INTERMEDIATE
PACIFICA SHORT-TERM U.S.
GOVERNMENT GOVERNMENT GOVERNMENT
INCOME FUND BOND FUND INCOME FUND PRO FORMA
----------- --------- ----------- ---------
<C> <C> <C> <C> <C>
1 year ............................................ $ 54 $ 37 $ 37 $ 37
3 years ........................................... 74 53 52 52
5 years ........................................... 95 70 68 68
10 years .......................................... 156 119 116 116
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
7
<PAGE> 177
PACIFICA INTERMEDIATE GOVERNMENT BOND FUND-INVESTOR SHARES
STAGECOACH GINNIE MAE FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA
INTERMEDIATE STAGECOACH
GOVERNMENT GINNIE MAE
BOND FUND FUND PRO FORMA
--------- ---- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None+ None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.20% 0.50% 0.50%
12b-1 Fees** ....................................... 0.05% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.70% 0.27% 0.27%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.95% 0.82% 0.82%
==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) for the Pacifica
Intermediate Government Bond Fund would be 0.50%.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 1.01%,
0.60% and 0.64%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.56%, 1.15% and 1.19%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchases of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA
INTERMEDIATE STAGECOACH
GOVERNMENT GINNIE MAE
BOND FUND FUND PRO FORMA
--------- ---- ---------
<C> <C> <C> <C>
1 year ............................................ $ 54 $ 53 $ 53
3 years ........................................... 74 70 70
5 years ........................................... 95 88 88
10 years .......................................... 156 142 142
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
8
<PAGE> 178
PACIFICA INTERMEDIATE BOND FUND-INVESTOR SHARES
STAGECOACH INTERMEDIATE BOND FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
INTERMEDIATE INTERMEDIATE
BOND FUND BOND FUND#
--------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None+ None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.40% 0.40%
12b-1 Fees** ....................................... 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.80% 0.80%
==== ====
</TABLE>
- --------------------
# The Stagecoach Intermediate Bond Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50%
and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.59%
and 0.59%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.14%, and 1.14%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchases of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
INTERMEDIATE INTERMEDIATE
BOND FUND BOND FUND**
--------- -----------
<C> <C> <C>
1 year ............................................ $ 53 $ 53
3 years ........................................... 69 69
5 years ........................................... 87 87
10 years .......................................... 140 140
</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.
** The Stagecoach Intermediate Bond Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
9
<PAGE> 179
PACIFICA CALIFORNIA TAX-EXEMPT FUND-INVESTOR SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
TAX-EXEMPT TAX-FREE
FUND BOND FUND PRO FORMA
---- --------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None**** None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.50% 0.50% 0.50%
12b-1 Fees*......................................... 0.05% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)** . 0.40% 0.13% 0.13%
---- ----- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.95% 0.68% 0.68%
==== ===== ====
</TABLE>
- --------------------
* Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
** Other Expenses (before waivers or reimbursements) would be 0.43%,
0.52% and 0.52%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements)
would be 0.98%, 1.07% and 1.07%, respectively.
**** Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchases of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
TAX-EXEMPT TAX-FREE
FUND BOND FUND PRO FORMA
---- --------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 54 $ 52 $ 52
3 years ........................................... 74 66 66
5 years ........................................... 95 81 81
10 years .......................................... 156 126 126
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
10
<PAGE> 180
PACIFICA CALIFORNIA SHORT-TERM TAX EXEMPT FUND-INVESTOR SHARES
STAGECOACH CALIFORNIA TAX-FREE INCOME FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
SHORT-TERM TAX- TAX-FREE INCOME
EXEMPT FUND FUND PRO FORMA
----------- ---- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 3.00% 3.00% 3.00%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.05% 0.43% 0.43%
12b-1 Fees** ....................................... 0.10% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.60% 0.17% 0.17%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.75% 0.65% 0.65%
==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) would be 0.35%,
0.48% and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.68%,
0.69% and 0.69%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.13%, 1.22%, and 1.24% respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
SHORT-TERM TAX- TAX-FREE INCOME
EXEMPT FUND FUND PRO FORMA
----------- ---- ---------
<C> <C> <C> <C>
1 year ............................................ $ 37 $ 36 $ 36
3 years ........................................... 54 50 50
5 years ........................................... 71 65 65
10 years .......................................... 124 109 109
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
11
<PAGE> 181
PACIFICA GROWTH FUND-INVESTOR SHARES
STAGECOACH GROWTH AND INCOME FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA GROWTH AND
GROWTH FUND INCOME FUND PRO FORMA
----------- ----------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None None
Deferred Sales Load (as a percentage of redemption None+ None None
proceeds) ......................................
Redemption Fees .................................... None None None
Exchange Fee ....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.08% 0.50% 0.50%
12b-1 Fees**........................................ 0.00% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)*** 0.82% 0.63% 0.63%
---- ---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.90% 1.18% 1.18%
==== ==== ====
</TABLE>
- --------------------
* Management Fees (before waivers or reimbursements) would be 0.75%
for Pacifica Growth Fund.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 1.23%,
0.66% and 0.66%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.98%, 1.21% and 1.21%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchases of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA GROWTH AND
GROWTH FUND INCOME FUND PRO FORMA
----------- ----------- ---------
<C> <C> <C> <C>
1 year ............................................ $ 54 $ 56 $ 56
3 years ........................................... 72 81 81
5 years ........................................... 93 107 107
10 years .......................................... 151 182 182
</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.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
12
<PAGE> 182
PACIFICA PRIME MONEY MARKET FUND-INVESTOR SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA PRIME STAGECOACH PRIME
MONEY MARKET MONEY MARKET
FUND MUTUAL FUND#
---- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fee (after waivers)*..................... 0.12% 0.12%
12b-1 Fees ......................................... 0.05% 0.05%
Other Expenses ..................................... 0.38% 0.38%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)** ................ 0.55% 0.55%
==== ====
</TABLE>
- --------------------
# The Stagecoach Prime Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
* The investment advisory agreement for the Pacifica Prime Money Market
Fund provides for management fees payable at an annual rate of 0.30% of
the first $500 million of the average daily net assets of the Fund,
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. These amounts may be reduced pursuant to undertakings by the
Advisor. The investment advisory fee for the proposed advisory contract
for the Stagecoach Prime Money Market Mutual Fund would be 0.25% of
the average daily net assets of the Fund.
** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.68% for the Pacifica Prime Money Market Fund and 0.73% for the
Stagecoach Prime Money Market Mutual Fund.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA PRIME STAGECOACH PRIME
MONEY MARKET MONEY MARKET
FUND** MUTUAL FUND***
------ --------------
<C> <C> <C>
1 year ............................................ $ 6 $ 6
3 years ........................................... 18 18
5 years ........................................... 31 31
10 years .......................................... 69 69
</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.
** The amount of expenses an Investor Class shareholder would pay without
waivers under these assumptions and assuming redemption after one, three,
five and ten years would be $7, $22, $38 and $85, respectively for the
Pacifica Prime Money Market Fund.
*** The Stagecoach Prime Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
13
<PAGE> 183
PACIFICA TREASURY MONEY MARKET FUND-INVESTOR SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND-CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA TREASURY
TREASURY MONEY MONEY MARKET
MARKET FUND MUTUAL FUND#
----------- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers)*.................... 0.12% 0.12%
12b-1 Fees.......................................... 0.05% 0.05%
Other Expenses ..................................... 0.38% 0.38%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**................. 0.55% 0.55%
==== ====
</TABLE>
- --------------------
# The Stagecoach Treasury Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
* The investment advisory agreement for the Pacifica Treasury Money
Market Fund provides for management fees payable at an annual rate of
0.30% of the first $500 million of the average daily net assets of the
Fund, 0.25% of the next $500 million the Fund's average daily net
assets, and 0.20% of the Fund's average daily net assets in excess of
$1 billion. These amounts may be reduced pursuant to undertakings by
the Advisor. The investment advisory fee for the proposed advisory
contract for the Stagecoach Treasury Money Market Mutual Fund would be
0.25% of the average daily net assets of the Fund.
** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.67% for the Pacifica Treasury Money Market Fund and 0.73% for the
Stagecoach Treasury Money Market Mutual Fund.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA TREASURY
TREASURY MONEY MONEY MARKET
MARKET FUND** MUTUAL FUND***
------------- --------------
<C> <C> <C>
1 year ............................................ $ 6 $ 6
3 years ........................................... 18 18
5 years ........................................... 31 31
10 years .......................................... 69 69
</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.
** The amount of expenses an Investor Class shareholder would pay without
waivers under these assumptions and assuming redemption after one, three,
five and ten years would be $7, $21, $37 and $83, respectively, for the
Pacifica Treasury Money Market Fund.
*** The Stagecoach Treasury Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
14
<PAGE> 184
PACIFICA GOVERNMENT MONEY MARKET FUND
STAGECOACH GOVERNMENT MONEY MARKET MUTUAL FUND
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA GOVERNMENT
GOVERNMENT MONEY
MONEY MARKET MARKET MUTUAL
FUND FUND#
---- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.30% 0.30%
12b-1 Fees*......................................... 0.03% 0.05%
Other Expenses (after waivers or reimbursements)**.. 0.44% 0.40%
---- -----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)***................ 0.77% 0.75%
==== =====
</TABLE>
- --------------------
# The Stagecoach Government Money Market Mutual Fund is a new
investment portfolio with nominal assets and liabilities that will
commence investment operations upon completion of the
reorganization.
* Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
** Other Expenses (before waivers or reimbursements) would be 0.45%
and 0.43%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements)
would be 0.78% and 0.78%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA GOVERNMENT
GOVERNMENT MONEY
MONEY MARKET MARKET MUTUAL
FUND FUND**
---- -------------
<C> <C> <C>
1 year ............................................ $ 8 $ 8
3 years ........................................... 25 24
5 years ........................................... 43 42
10 years .......................................... 95 93
</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.
** The Stagecoach Government Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
15
<PAGE> 185
PACIFICA ARIZONA TAX-EXEMPT FUND-INVESTOR SHARES
STAGECOACH ARIZONA TAX-FREE FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
ARIZONA ARIZONA
TAX-EXEMPT FUND TAX-FREE FUND#
--------------- --------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None+ None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.00% 0.15%
12b-1 Fees** ....................................... 0.25% 0.05%
Other Expenses (after waivers or reimbursements)***. 0.40% 0.40%
---- -----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.65% 0.60%
==== ====
</TABLE>
- --------------------
# The Stagecoach Arizona Tax-Free Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50%
and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum from-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.61%
and 0.61%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.36% and 1.16%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchase of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
ARIZONA ARIZONA
TAX-EXEMPT FUND TAX-FREE FUND**
--------------- ---------------
<C> <C> <C>
1 year ............................................ $ 51 $ 51
3 years ........................................... 65 63
5 years ........................................... 80 77
10 years .......................................... 122 117
</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.
** The Stagecoach Arizona Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
16
<PAGE> 186
PACIFICA OREGON TAX-EXEMPT FUND-INVESTOR SHARES
STAGECOACH OREGON TAX-FREE FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
OREGON OREGON
TAX-EXEMPT FUND TAX-FREE FUND#
--------------- --------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a None None
percentage of offering price) ..................
Deferred Sales Load (as a percentage of redemption None+ None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.30% 0.15%
12b-1 Fees** ....................................... 0.10% 0.05%
Other Expenses (after waivers or reimbursements)***. 0.40% 0.40%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements) ****.............. 0.80% 0.60%
==== ====
</TABLE>
- --------------------
# The Stagecoach Oregon Tax-Free Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50%
and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.58%
and 0.58%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.18% and 1.13%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchase of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
OREGON OREGON
TAX-EXEMPT FUND TAX-FREE FUND**
--------------- ---------------
<C> <C> <C>
1 year ............................................ $ 53 $ 51
3 years ........................................... 69 63
5 years ........................................... 87 77
10 years .......................................... 140 117
</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.
** The Stagecoach Oregon Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
17
<PAGE> 187
PACIFICA NATIONAL TAX-EXEMPT FUND-INVESTOR SHARES
STAGECOACH NATIONAL TAX-FREE FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
NATIONAL NATIONAL TAX
TAX-EXEMPT FUND FREE FUND#
--------------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None+ None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.00% 0.00%
12b-1 Fees** ....................................... 0.00% 0.00%
Other Expenses (after waivers or reimbursements)*** 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**** .............. 0.35% 0.35%
==== ====
</TABLE>
- --------------------
# The Stagecoach National Tax-Free Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50%
and 0.50%, respectively.
** Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
*** Other Expenses (before waivers or reimbursements) would be 0.60%
and 0.60%, respectively.
**** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.10% and 1.10%, respectively.
+ Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchase of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
NATIONAL NATIONAL TAX
TAX-EXEMPT FUND FREE FUND**
--------------- -----------
<C> <C> <C>
1 year ............................................ $ 48 $ 48
3 years ........................................... 56 56
5 years ........................................... 64 64
10 years .......................................... 87 87
</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.
** The Stagecoach National Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
18
<PAGE> 188
PACIFICA EQUITY VALUE FUND-INVESTOR SHARES
STAGECOACH EQUITY VALUE FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
EQUITY VALUE EQUITY VALUE
FUND FUND#
---- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None**** None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.60% 0.50%
12b-1 Fees*......................................... 0.25% 0.10%
Other Expenses (after waivers or reimbursements)**.. 0.50% 0.45%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)***................ 1.35% 1.05%
==== ====
</TABLE>
- --------------------
# The Stagecoach Equity Value Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Under rules of the NASD a 12b-1 fee may be treated as a sales
charge for certain purposes. Because a 12b-1 fee is an annual fee
charged against the assets of a Fund, long-term shareholders may
indirectly pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by the
rules of the NASD.
** Other Expenses for Stagecoach Equity Value Fund (before waivers or
reimbursements) would be 0.50%.
*** Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.35% and 1.10%, respectively.
**** Investor Shares sold pursuant to a complete waiver of the initial
sales charge available to purchase of $1 million or more are
subject to a 1% contingent deferred sales charge if redeemed within
one year from the date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
EQUITY VALUE EQUITY VALUE
FUND FUND**
---- ------
<C> <C> <C>
1 year ............................................ $ 58 $ 55
3 years ........................................... 86 77
5 years ........................................... 116 100
10 years .......................................... 200 167
</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.
** The Stagecoach Equity Value Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
19
<PAGE> 189
PACIFICA BALANCED FUND-INVESTOR SHARES
STAGECOACH BALANCED FUND-CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH BALANCED
BALANCED-FUND FUND#
------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ 4.50% 4.50%
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None**** None
proceeds)
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.60% 0.60%
12b-1 Fees* ........................................ 0.20% 0.10%
Other Expenses** .................................. 0.55% 0.35%
---- -----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 1.35% 1.05%
==== =====
</TABLE>
- --------------------
# The Stagecoach Balanced Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
* Under rules of the NASD a 12b-1 fee may be treated as a sales charge
for certain purposes. Because a 12b-1 fee is an annual fee charged
against the assets of a Fund, long-term shareholders may indirectly pay
more in total sales charges than the economic equivalent of the maximum
front-end sales charge permitted by the rules of the NASD.
** Other Expenses (before waivers or reimbursements) would be 0.67% and
0.67%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.47% and 1.37%, respectively.
**** Investor Shares sold pursuant to a complete waiver of the initial sales
charge available to purchase of $1 million or more are subject to a 1%
contingent deferred sales charge if redeemed within one year from the
date of purchase.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH BALANCED
BALANCED-FUND FUND**
------------- ------
<C> <C> <C>
1 year ............................................ $ 58 $ 55
3 years ........................................... 86 77
5 years ........................................... 116 100
10 years .......................................... 200 167
</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.
** The Stagecoach Balanced Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
20
<PAGE> 190
PACIFICA MONEY MARKET TRUST
STAGECOACH MONEY MARKET TRUST
<TABLE>
<CAPTION>
PACIFICA MONEY STAGECOACH MONEY
MARKET TRUST MARKET TRUST#
------------ -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption
proceeds) ...................................... None None
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)*.. 0.00% 0.00%
Other Expenses ..................................... 0.20% 0.20%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**................. 0.20% 0.20%
==== ====
</TABLE>
- --------------------
# The Stagecoach Money Market Trust is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be payable
at a maximum annual rate of 0.30% and 0.30%, respectively.
** Total Fund Operating Expenses (before waivers or reimbursements)
would be 0.50% and 0.50%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA MONEY STAGECOACH MONEY
MARKET TRUST MARKET TRUST**
------------ --------------
<C> <C> <C>
1 year ............................................ $ 2 $ 2
3 years ........................................... 6 6
5 years ........................................... 11 11
10 years .......................................... 26 26
</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.
** The Stagecoach Money Market Trust is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
21
<PAGE> 191
PACIFICA ASSET PRESERVATION FUND-INSTITUTIONAL SHARES
STAGECOACH MONEY MARKET MUTUAL FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA ASSET STAGECOACH
PRESERVATION MONEY MARKET
FUND MUTUAL FUND#
---- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.30% 0.40%
Other Expenses (after waivers or reimbursements)** . 0.45% 0.33%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.75% 0.73%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares for the Stagecoach
Money Market Mutual Fund will occur with this reorganization.
* Management Fees (before waivers or reimbursements) would be 0.35% for
the Pacifica Asset Preservation Fund.
** Other Expenses (before waivers or reimbursements) would be 0.45% and
0.38%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.80% and 0.78%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA ASSET STAGECOACH
PRESERVATION MONEY MARKET
FUND MUTUAL FUND**
---- -------------
<C> <C> <C>
1 year ............................................ $ 8 $ 7
3 years ........................................... 24 23
5 years ........................................... 42 41
10 years .......................................... 93 91
</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.
** The first issuance of Institutional Class shares for Stagecoach Money
Market Mutual Fund will occur with this reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
22
<PAGE> 192
PACIFICA SHORT-TERM GOVERNMENT BOND FUND-INSTITUTIONAL SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND-INSTITUTIONAL
CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
SHORT-TERM SHORT-INTERMEDIATE
GOVERNMENT BOND U.S. GOVERNMENT
FUND INCOME FUND#
---- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.15% 0.27%
Other Expenses (after waivers or reimbursements)** . 0.50% 0.38%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.65% 0.65%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
Short-Intermediate U.S. Government Income Fund will occur in connection
with the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.53% and
0.86%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.03%, and 1.36%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
SHORT-TERM SHORT-INTERMEDIATE
GOVERNMENT BOND U.S. GOVERNMENT
FUND INCOME FUND**
---- -------------
<C> <C> <C>
1 year ............................................ $ 7 $ 7
3 years ........................................... 21 21
5 years ........................................... 36 37
10 years .......................................... 81 82
</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.
** The first issuance of Institutional Class shares of the Stagecoach
Short-Intermediate U.S. Government Income Fund will occur in connection
with the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
23
<PAGE> 193
PACIFICA INTERMEDIATE GOVERNMENT BOND FUND-INSTITUTIONAL
SHARES
STAGECOACH GINNIE MAE FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA
INTERMEDIATE
GOVERNMENT STAGECOACH
BOND FUND GINNIE MAE FUND#
--------- ----------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) .............. None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................... None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ........................................
Redemption Fees ...................................... None None
Exchange Fee ......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* ... 0.20% 0.50%
Other Expenses (after waivers or reimbursements)** ... 0.70% 0.27%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ................. 0.90% 0.77%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
Ginnie Mae Fund will occur in connection with the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.81% and
0.64%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.31% and 1.14%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA
INTERMEDIATE
GOVERNMENT STAGECOACH
BOND FUND GINNIE MAE FUND**
--------- -----------------
<S> <C> <C>
1 year ...................................... $ 9 $ 8
3 years ..................................... 29 25
5 years ..................................... 50 43
10 years .................................... 111 95
</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.
** The first issuance of Institutional Class shares of the Stagecoach Ginnie
Mae Fund will occur in connection with the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
24
<PAGE> 194
PACIFICA GOVERNMENT INCOME FUND-INSTITUTIONAL SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND-
INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA SHORT-INTERMEDIATE
GOVERNMENT U.S. GOVERNMENT
INCOME FUND INCOME FUND#
----------- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) .............. None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................... None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ........................................
Redemption Fees ...................................... None None
Exchange Fee ......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* ... 0.50% 0.27%
Other Expenses (after waivers or reimbursements)** ... 0.40% 0.38%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ................. 0.90% 0.65%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
Short-Intermediate U.S. Government Income Fund will occur in connection
with the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.41% and
0.82%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.91% and 1.32%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA SHORT-INTERMEDIATE
GOVERNMENT INCOME U.S. GOVERNMENT
FUND INCOME FUND**
---- -------------
<S> <C> <C>
1 year .......................... $ 9 $ 7
3 years ......................... 29 21
5 years ......................... 50 37
10 years ........................ 111 82
</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.
** The first issuance of Institutional Class shares of the Stagecoach
Short-Intermediate U.S. Government Income Fund will occur in connection
with the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
25
<PAGE> 195
PACIFICA INTERMEDIATE BOND FUND-INSTITUTIONAL SHARES
STAGECOACH INTERMEDIATE BOND FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA
INTERMEDIATE STAGECOACH
BOND FUND INTERMEDIATE BOND FUND#
--------- -----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) .............. None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................... None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ........................................
Redemption Fees ...................................... None None
Exchange Fee ......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* ... 0.40% 0.40%
Other Expenses (after waivers or reimbursements)** ... 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ................. 0.75% 0.75%
==== ====
</TABLE>
- --------------------
# The Stagecoach Intermediate Bond Fund is a new portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.39% and
0.59%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.89% and 1.09%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
INTERMEDIATE INTERMEDIATE
BOND FUND BOND FUND**
------------ ------------
<S> <C> <C>
1 year ............................... $ 8 $ 8
3 years .............................. 24 24
5 years .............................. 42 42
10 years ............................. 93 93
</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.
** The Stagecoach Intermediate Bond Fund is a new portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
26
<PAGE> 196
PACIFICA CALIFORNIA SHORT-TERM TAX-EXEMPT FUND-INSTITUTIONAL
SHARES
STAGECOACH CALIFORNIA TAX-FREE INCOME FUND-INSTITUTIONAL CLASS
SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
SHORT-TERM TAX-FREE INCOME
TAX-EXEMPT FUND FUND#
--------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) .............. None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................... None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ........................................
Redemption Fees ...................................... None None
Exchange Fee ......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* ... 0.05% 0.43%
Other Expenses** (after waivers or reimbursements).... 0.55% 0.17%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ................. 0.60% 0.60%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
California Tax-Free Income Fund will occur in connection with the
reorganization.
* Management Fees (before waivers or reimbursements) would be 0.35% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.68% and
0.69%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.03% and 1.19%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
CALIFORNIA CALIFORNIA
SHORT-TERM TAX-FREE INCOME
TAX-EXEMPT FUND FUND**
--------------- ---------------
<S> <C> <C>
1 year ............................................ $ 6 $ 6
3 years ........................................... 19 19
5 years ........................................... 33 33
10 years .......................................... 75 75
</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.
** The first issuance of Institutional Class shares of the Stagecoach
California Tax-Free Income Fund will occur in connection with the
reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
27
<PAGE> 197
PACIFICA CALIFORNIA TAX-EXEMPT FUND-INSTITUTIONAL SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND-INSTITUTIONAL CLASS
SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA CALIFORNIA
CALIFORNIA TAX-FREE BOND
TAX-EXEMPT FUND FUND#
--------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.50% 0.50%
Other Expenses (after waivers)* ................... 0.35% 0.13%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)** ................ 0.85% 0.63%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
California Tax-Free Bond Fund will occur in connection with the
reorganization.
* Other Expenses (before waivers or reimbursements) would be 0.37% and
0.52%, respectively.
** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.87% and 1.02%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA CALIFORNIA
CALIFORNIA TAX-FREE BOND
TAX-EXEMPT FUND FUND**
--------------- -------------
<S> <C> <C>
1 year ............................................ $ 9 $ 6
3 years ........................................... 27 20
5 years ........................................... 47 35
10 years .......................................... 105 79
</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.
** The first issuance of Institutional Class shares of the Stagecoach
California Tax-Free Bond Fund will occur in connection with the
reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
28
<PAGE> 198
PACIFICA GROWTH FUND-INSTITUTIONAL SHARES
STAGECOACH GROWTH AND INCOME FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA GROWTH STAGECOACH GROWTH
FUND AND INCOME FUND#
---- ----------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.08% 0.50%
Other Expenses (after waivers or reimbursements)** . 0.82% 0.63%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.90% 1.13%
==== ====
</TABLE>
- --------------------
# The first issuance of Institutional Class shares of the Stagecoach
Growth and Income Fund will occur in connection with this
reorganization.
* Management Fees (before waivers or reimbursements) would be 0.75% for
the Pacifica Growth Fund.
** Other Expenses (before waivers or reimbursements) would be 0.90% and
0.66%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.65% and 1.16%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA GROWTH STAGECOACH GROWTH
FUND AND INCOME FUND**
---- -----------------
<S> <C> <C>
1 year ............................................ $ 9 $ 12
3 years ........................................... 29 36
5 years ........................................... 50 62
10 years .......................................... 111 137
</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.
** The first issuance of Institutional Class shares of Stagecoach Growth and
Income Fund will occur in connection with this reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
29
<PAGE> 199
PACIFICA PRIME MONEY MARKET FUND-
INSTITUTIONAL SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND-
INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA PRIME STAGECOACH PRIME
MONEY MARKET MONEY MARKET
FUND MUTUAL FUND#
---- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.12% 0.12%
Other Expenses (after waivers or reimbursements)** . 0.13% 0.13%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.25% 0.25%
==== ====
</TABLE>
- --------------------
# The Stagecoach Prime Money Market Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon exemption of the reorganization.
* The investment advisory agreement for the Pacifica Prime Money Market
Fund provides for management fees payable at an annual rate of 0.30% of
the first $500 million of the average daily net assets of the Fund,
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. These amounts may be reduced pursuant to undertakings by the
Advisor. The investment advisory fee for the proposed advisory contract
for the Stagecoach Prime Money Market Mutual Fund would be 0.25% of
the average daily net assets of the Fund.
** Other expenses (before waivers or reimbursements) would have been
0.33% and 0.33%.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.63% for the Pacifica Prime Money Market Fund and 0.63% for the
Stagecoach Prime Money Market Fund.
EXAMPLE:*
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:**
<TABLE>
<CAPTION>
STAGECOACH PRIME
PACIFICA PRIME MONEY MARKET
MONEY MARKET FUND MUTUAL FUND***
----------------- ----------------
<S> <C> <C>
1 year ............................................ $ 3 $ 3
3 years ........................................... 8 8
5 years ........................................... 14 14
10 years .......................................... 32 32
</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.
** The amount of expenses a Pacifica Institutional class shareholder would
pay without waivers under these assumptions and assuming redemption
after one, three, five and ten years would be $6, $20, $35 and $79,
respectively, for the Prime Money Market Fund.
*** The Stagecoach Prime Money Market Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon exemption of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
30
<PAGE> 200
PACIFICA TREASURY MONEY MARKET FUND-INSTITUTIONAL SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND-
INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
TREASURY MONEY TREASURY MONEY
MARKET FUND MARKET MUTUAL FUND#
----------- -------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption
proceeds) ...................................... None None
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.12% 0.12%
Other Expenses (after waivers or reimbursements)**.. 0.13% 0.13%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)***................ 0.25% 0.25%
==== ====
</TABLE>
- --------------------
# The Stagecoach Treasury Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
* The investment advisory agreement for the Pacifica Treasury Money
Market Fund provides for management fees payable at an annual rate of
0.30% of the first $500 million of the average daily net assets of the
Fund, 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. These amounts may be reduced pursuant to undertakings by
the Advisor. The investment advisory fee for the proposed advisory
contract for the Stagecoach Treasury Money Market Mutual Fund would
be 0.25% of the average daily net assets of the Fund.
** Other expenses (before waivers or reimbursements) would have been
0.32% and 0.32%.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.62% for the Pacifica Treasury Money Market Fund and 0.62% for the
Stagecoach Treasury Money Market Mutual Fund.
EXAMPLE:*
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:***
<TABLE>
<CAPTION>
STAGECOACH
TREASURY MONEY
PACIFICA TREASURY MARKET MUTUAL
MONEY MARKET FUND FUND**
----------------- -------------
<S> <C> <C>
1 year ............................................ $ 3 $ 3
3 years ........................................... 8 8
5 years ........................................... 14 14
10 years .......................................... 32 32
</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.
** The Stagecoach Treasury Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
*** The amount of expenses an Institutional class shareholder would pay
without waivers under these assumptions and assuming redemption after
one, three, five and ten years would be $6, $20, $35 and $77,
respectively, for the Pacifica Treasury Money Market Fund.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
31
<PAGE> 201
PACIFICA ARIZONA TAX-EXEMPT FUND-INSTITUTIONAL SHARES
STAGECOACH ARIZONA TAX-FREE FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH ARIZONA
ARIZONA TAX-FREE
TAX-EXEMPT FUND FUND#
--------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.00% 0.00%
Other Expenses (after waivers or reimbursements)** . 0.40% 0.40%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.40% 0.40%
==== ====
</TABLE>
- --------------------
# The Stagecoach Arizona Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.61% and
0.61%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.11% and 1.11%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA ARIZONA STAGECOACH ARIZONA
TAX-EXEMPT FUND TAX-FREE FUND**
<S> <C> <C>
1 year ............................................ $ 4 $ 4
3 years ........................................... 13 13
5 years ........................................... 22 22
10 years .......................................... 51 51
</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.
** The Stagecoach Arizona Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
32
<PAGE> 202
PACIFICA OREGON TAX-EXEMPT FUND-INSTITUTIONAL SHARES
STAGECOACH OREGON TAX-FREE FUND-INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH OREGON
OREGON TAX-FREE
TAX-EXEMPT FUND FUND#
--------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.30% 0.00%
Other Expenses (after waivers or reimbursements)** . 0.40% 0.40%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.70% 0.40%
==== ====
</TABLE>
- --------------------
# The Stagecoach Oregon Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.43% and
0.58%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.93% and 1.08%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA OREGON OREGON TAX-FREE
TAX-FREE FUND FUND**
------------- ------
<C> <C> <C>
1 year ............................................ $ 7 $ 4
3 years ........................................... 22 13
5 years ........................................... 39 22
10 years .......................................... 87 51
</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.
** The Stagecoach Oregon Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
33
<PAGE> 203
PACIFICA NATIONAL TAX-EXEMPT FUND-INSTITUTIONAL SHARES
STAGECOACH NATIONAL TAX-FREE FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH NATIONAL
NATIONAL TAX-
TAX-EXEMPT FUND FREE FUND#
--------------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.00% 0.00%
Other Expenses (after waivers or reimbursements)** . 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.35% 0.35%
==== ====
</TABLE>
- --------------------
# The Stagecoach National Tax-Free Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
* Management Fees (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.35% and
0.60%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.85% and 1.10%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH NATIONAL
NATIONAL TAX-
TAX-EXEMPT FUND FREE FUND**
--------------- -----------
<C> <C> <C>
1 year ............................................ $ 4 $ 4
3 years ........................................... 11 11
5 years ........................................... 20 20
10 years .......................................... 44 44
</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.
** The Stagecoach National Tax-Free Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
34
<PAGE> 204
PACIFICA EQUITY VALUE FUND-INSTITUTIONAL SHARES
STAGECOACH EQUITY VALUE FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH EQUITY
EQUITY VALUE VALUE
FUND FUND#
---- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees .................................... 0.60% 0.50%
Other Expenses (after waivers or reimbursements)* .. 0.35% 0.45%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)** ................ 0.95% 0.95%
==== ====
</TABLE>
- --------------------
# The Stagecoach Equity Value Fund is a new investment portfolio with
nominal assets and liabilities that will commence investment operations
upon completion of the reorganization.
* Other Expenses (before waivers or reimbursements) would be 0.48% and
0.50%, respectively.
** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.08% and 1.00%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH EQUITY
EQUITY VALUE VALUE
FUND FUND**
---- ------
<C> <C> <C>
1 year ............................................ $ 10 $ 10
3 years ........................................... 30 30
5 years ........................................... 53 53
10 years .......................................... 117 117
</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.
** The Stagecoach Equity Value Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
35
<PAGE> 205
PACIFICA BALANCED FUND-INSTITUTIONAL SHARES
STAGECOACH BALANCED FUND-INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH BALANCED
BALANCED FUND FUND#
------------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees .................................... 0.60% 0.60%
Other Expenses (after waivers or reimbursements)*... 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)**................. 0.95% 0.95%
==== ====
</TABLE>
- --------------------
# The Stagecoach Balanced Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operations upon
completion of the reorganization.
* Other Expenses (before waivers or reimbursements) would be 0.42% and
0.67%, respectively.
** Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.02% and 1.27%, respectively.
EXAMPLE:*
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:
<TABLE>
<CAPTION>
PACIFICA STAGECOACH BALANCED
BALANCED FUND FUND**
------------- ------
<C> <C> <C>
1 year ............................................ $ 10 $ 10
3 years ........................................... 30 30
5 years ........................................... 53 53
10 years .......................................... 117 117
</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.
** The Stagecoach Balanced Fund is a new investment portfolio with nominal
assets and liabilities that will commence investment operation upon
completion of the reorganization.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
36
<PAGE> 206
PACIFICA PRIME MONEY MARKET FUND-SERVICE SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND-SERVICE CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA PRIME STAGECOACH
MONEY MARKET PRIME MONEY MARKET
FUND MUTUAL FUND#
---- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.12% 0.12%
Other Expenses (after waivers or reimbursements)** . 0.33% 0.33%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.45% 0.45%
==== ====
</TABLE>
- --------------------
# The Stagecoach Prime Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
* The investment advisory agreement for the Pacifica Prime Money Market
Fund provides for management fees payable at an annual rate of 0.30% of
the first $500 million of the average daily net assets of the Fund,
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. These amounts may be reduced pursuant to undertakings by the
Advisor. The investment advisory fee for the proposed advisory contract
for the Stagecoach Prime Money Market Mutual Fund would be 0.25% of
the average daily net assets of the Fund.
** Other Expenses (before waivers or reimbursements) would be 0.38% for
the Pacifica Prime Money Market Fund and 0.38% for the Stagecoach Prime
Money Market Fund.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.63% for the Pacifica Prime Money Market Fund and 0.68% for the
Stagecoach Prime Money Market Mutual Fund.
EXAMPLE:*
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:***
<TABLE>
<CAPTION>
PACIFICA PRIME STAGECOACH
MONEY MARKET PRIME MONEY MARKET
FUND MUTUAL FUND**
---- -------------
<C> <C> <C>
1 year ............................................ $ 5 $ 5
3 years ........................................... 14 14
5 years ........................................... 25 25
10 years .......................................... 57 57
</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.
** The Stagecoach Prime Money Market Fund is a new investment portfolio
with nominal assets and liabilities that will commence investment
operations upon completion of the reorganization.
*** The amount of expenses a Service class shareholder would pay without
waivers under these assumptions and assuming redemption after one,
three, five and ten years would be $6, $20, $35 and $79, respectively,
for the Prime Money Market Fund.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
37
<PAGE> 207
PACIFICA TREASURY MONEY MARKET FUND-SERVICE SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND-
SERVICE CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH TREASURY
TREASURY MONEY MARKET
MONEY MARKET MUTUAL
FUND FUND#
---------- -----
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ............ None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering price) .................. None None
Deferred Sales Load (as a percentage of redemption None None
proceeds) ......................................
Redemption Fees .................................... None None
Exchange Fee ....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)* . 0.12% 0.12%
Other Expenses (after waivers or reimbursements)** . 0.34% 0.34%
---- ----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)*** ............... 0.46% 0.46%
==== ====
</TABLE>
- --------------------
# The Stagecoach Treasury Money Market Mutual Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
* The investment advisory agreement for the Pacifica Treasury Money
Market Fund provides for management fees payable at an annual rate of
0.30% of the first $500 million of the average daily net assets of the
Fund, 0.25% of the next $500 million of the Fund's average daily net
assets in excess of $1 billion. These amounts may be reduced pursuant
to undertakings by the Advisor. The investment advisory fee for the
proposed advisory contract for the Stagecoach Treasury Money Market
Mutual Fund would be 0.25% of the average daily net assets of the Fund.
** Other Expenses (before waivers or reimbursements) would be 0.38% for
the Pacifica Treasury Money Market Fund and 0.38% for the Stagecoach
Treasury Money Market Mutual Fund.
*** Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.62% for the Pacifica Treasury Money Market Fund and 0.68% for the
Stagecoach Treasury Money Market Mutual Fund.
EXAMPLE:*
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:***
<TABLE>
<CAPTION>
PACIFICA TREASURY STAGECOACH
MONEY MARKET TREASURY MONEY
FUND MARKET MUTUAL FUND**
---- --------------------
<C> <C> <C>
1 year ............................................ $ 5 $ 5
3 years ........................................... 15 15
5 years ........................................... 26 26
10 years .......................................... 58 58
</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.
** The Stagecoach U.S. Treasury Money Market Fund is a new investment
portfolio with nominal assets and liabilities that will commence
investment operations upon completion of the reorganization.
*** The amount of expenses a Service class shareholder would pay without
waivers under these assumptions and assuming redemption after one,
three five and ten years would be $6, $20, $35 and $77, respectively,
for the Treasury Money Market Fund.
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the fund will bear directly or
indirectly.
38
<PAGE> 208
APPENDIX VI
COMPARISON OF
WFIM AGREEMENTS AND
STAGECOACH FUNDS' ADVISORY CONTRACTS
This Appendix summarizes and compares certain significant provisions of the
three forms of WFIM Agreement against corresponding provisions in the
Stagecoach Funds' Advisory Contacts that will be in place for the Funds as of
the Closing.
1. Appointment; Services to be Provided
A. STAGECOACH FUNDS' ADVISORY CONTRACT:
o WFB agrees to make investments for each Stagecoach Fund in accordance with
WFB's best judgment, the Fund's investment objective and restrictions, the
1940 Act and the Code, subject to the supervision of, and policy decisions
adopted by, Stagecoach's Board of Directors. WFB's responsibilities
include providing the Stagecoach Funds with investment guidance and policy
direction in connection with WFB's daily management of the Funds'
portfolios, including research, analysis, advice and statistical and
economic information and judgments, and rendering to Stagecoach's Board of
Directors such periodic and additional reports as the Board may request.
B. WFIM AGREEMENT (PACIFICA MONEY MARKET TRUST, GROWTH FUND, SHORT-TERM
GOVERNMENT BOND FUND, INTERMEDIATE GOVERNMENT BOND FUND, INTERMEDIATE BOND
FUND, OREGON TAX-EXEMPT FUND, ARIZONA TAX-EXEMPT FUND AND NATIONAL TAX-EXEMPT
FUND):
o WFIM, subject to the general supervision of Pacifica's Board of Trustees,
is obligated to provide a continuous investment program for the Pacifica
Portfolios in accordance with their respective investment objectives and
policies, to make all investment decisions for the Portfolios, and to place
purchase and sale orders for the Portfolio's investments. The
responsibilities of WFIM under the Agreement include providing research and
management with respect to all securities investments, cash and cash
equivalents in the Pacifica Portfolios; maintaining books and records with
respect to each Portfolio's securities transactions; and rendering to
Pacifica's Board of Trustees, such periodic and special reports as the
Board may request.
<PAGE> 209
C. WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME MONEY
MARKET FUND):
o The WFIM Agreement for Pacifica Treasury Money Market Fund and Prime Money
Market Fund contains provisions that are substantially similar to the
provisions described under B. above.
D. WFIM AGREEMENT (PACIFICA GOVERNMENT MONEY MARKET FUND, MONEY MARKET
FUND, ASSET PRESERVATION FUND, GOVERNMENT INCOME FUND, EQUITY VALUE FUND,
BALANCED FUND, CALIFORNIA TAX-EXEMPT FUND AND CALIFORNIA SHORT-TERM TAX-EXEMPT
FUND):
o WFIM is obligated to provide to the Portfolios investment guidance and
policy direction in connection with the management of the investments of
each Portfolio, including research analysis, advice, statistical and
economic data and information and judgments, of both a macroeconomic and
microeconomic character. In this connection, WFIM's responsibilities
include determining the securities to be purchased or sold by each
Portfolio and placing orders for such transactions with broker-dealers. In
managing the assets of each Portfolio, WFIM is obligated to make
investments for each Portfolio in accord with WFIM's best judgment, the
investment objectives and restrictions of each Portfolio, the 1940 Act and
the Code, subject to policy decisions adopted by Pacifica's Board of
Trustees. In addition, WFIM is obligated to furnish to Pacifica's Board of
Trustees periodic reports on the investment performance of each Portfolio
and such additional reports as the Board or the officers of the Trust shall
request.
2. Hiring of Sub-Advisers; Other Methods of Providing Services
A. STAGECOACH FUNDS' ADVISORY CONTRACT:
o WFB may engage a sub-adviser to provide sub-advisory services pursuant to a
separate sub-advisory contract.
o WFB, at its expense, will employ or associate itself with such persons as
WFB believes necessary to assist in performing its obligations under the
Contract.
B. WFIM AGREEMENT (PACIFICA MONEY MARKET TRUST, GROWTH FUND, SHORT-TERM
GOVERNMENT BOND FUND, INTERMEDIATE GOVERNMENT BOND FUND, INTERMEDIATE BOND
FUND, OREGON TAX-EXEMPT FUND, ARIZONA TAX-EXEMPT FUND AND NATIONAL TAX-EXEMPT
FUND):
o WFIM, at its own expense, may retain a sub-adviser to perform the services
required under the Agreement, provided that WFIM remains fully responsible
for the acts and omissions of any such sub-advisers.
<PAGE> 210
o WFIM may render the services required under the Agreement through its own
employees or through the employees of one or more qualified, affiliated
companies under the common control of WF&C, provided that such persons,
when acting under the Agreement, function as an organized group of persons
that is managed at all times by authorized officers of WFIM.
C. WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME MONEY
MARKET FUND):
o WFIM, at its own expense, may retain a sub-adviser to perform the services
required under the Agreement, provided that WFIM remains fully responsible
for the acts and omissions of any such sub-advisers.
D. WFIM AGREEMENT (PACIFICA GOVERNMENT MONEY MARKET FUND, MONEY MARKET
FUND, ASSET PRESERVATION FUND, GOVERNMENT INCOME FUND, EQUITY VALUE FUND,
BALANCED FUND, CALIFORNIA TAX-EXEMPT FUND AND CALIFORNIA SHORT-TERM TAX-EXEMPT
FUND):
o WFIM is obligated, at its expense, to employ or associate itself with such
persons as it believes appropriate to assist it in performing its
obligations under the Agreement.
3. Limitation of Liability
A. STAGECOACH FUNDS' ADVISORY CONTRACT:
o WFB will not be liable for any mistake in judgment or in any other event
except for lack of good faith, provided that nothing in the Contract
protects WFB against liability to Stagecoach or its shareholders to which
WFB would be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Contract or by reason
of reckless disregard of its obligations and duties thereunder.
B. WFIM AGREEMENT (PACIFICA MONEY MARKET TRUST, GROWTH FUND, SHORT-TERM
GOVERNMENT BOND FUND, INTERMEDIATE GOVERNMENT BOND FUND, INTERMEDIATE BOND
FUND, OREGON TAX-EXEMPT FUND, ARIZONA TAX-EXEMPT FUND AND NATIONAL TAX-EXEMPT
FUND):
o WFIM (and any sub-adviser) will not be liable for any mistake in judgment
or in any other event except for lack of good faith, provided that nothing
in the Agreement protects WFIM (or any sub-adviser) against liability to
Pacifica or its shareholders to which WFIM (or any sub-adviser) would be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of their duties under the Agreement or by reason of
reckless disregard of their obligations and duties thereunder.
<PAGE> 211
C. WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME MONEY
MARKET FUND):
o WFIM will not be liable for any error of judgment or mistake of law or for
any loss suffered by Pacifica in connection with the performance of the
Agreement, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or for a loss resulting
from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by WFIM of its
obligations and duties under the Agreement.
D. WFIM AGREEMENT (PACIFICA GOVERNMENT MONEY MARKET FUND, MONEY MARKET
FUND, ASSET PRESERVATION FUND, GOVERNMENT INCOME FUND, EQUITY VALUE FUND,
BALANCED FUND, CALIFORNIA TAX-EXEMPT FUND AND CALIFORNIA SHORT-TERM TAX-EXEMPT
FUND):
o WFIM will not be liable for any mistake in judgment or in any other event,
provided that nothing in the Agreement protects WFIM against liability to
Pacifica or its shareholders to which WFIM would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties under the Agreement or by reason of reckless
disregard of its obligations and duties thereunder.
<PAGE> 212
APPENDIX VII
SHAREHOLDER TRANSACTIONS AND SERVICES
PACIFICA PORTFOLIOS AND STAGECOACH FUNDS
----------------------------------------
This Appendix compares the shareholder transactions and services of the
Pacifica Portfolios and the corresponding Stagecoach Funds. The following is
qualified in its entirety by the more detailed information included in the
Prospectuses for the Pacifica Portfolios and Stagecoach Funds which are
incorporated by reference in this Combined Proxy Statement/Prospectus. Unless
otherwise indicated, terms used herein and not otherwise defined have the same
meanings as are given to them in such Prospectuses.
I. PACIFICA PORTFOLIOS - INVESTOR SHARES (includes the sole class of shares of
Pacifica Government Money Market Fund and Pacifica Money Market Fund; and also
includes Investor shares of Pacifica Asset Preservation Fund, Pacifica Short-
Term Government Bond Fund, Pacifica Intermediate Government Bond Fund, Pacifica
Government Income Fund, Pacifica Intermediate Bond Fund, Pacifica California
Short-Term Tax-Exempt Fund, Pacifica California Tax-Exempt Fund, Pacifica
Growth Fund, Pacifica Prime Money Market Fund, Pacifica Treasury Money Market
Fund, Pacifica Arizona Tax-Exempt Fund, Pacifica Oregon Tax-Exempt Fund,
Pacifica National Tax-Exempt Fund, Pacifica Equity Value Fund and Pacifica
Balanced Fund).
CORRESPONDING STAGECOACH FUNDS - CLASS A SHARES (includes Class A shares of
Stagecoach Government Money Market Mutual Fund, Stagecoach Intermediate Bond
Fund, Stagecoach Ginnie Mae Fund, Stagecoach Money Market Mutual Fund,
Stagecoach Short-Intermediate U.S. Government Income Fund, Stagecoach
California Tax-Free Bond Fund, Stagecoach California Tax-Free Income Fund,
Stagecoach Growth and Income Fund, Stagecoach Prime Money Market Mutual Fund,
Stagecoach Treasury Money Market Mutual Fund, Stagecoach Arizona Tax-Free Fund,
Stagecoach Oregon Tax-Free Fund, Stagecoach National Tax-Free Fund, Stagecoach
Equity Value Fund and Stagecoach Balanced Fund).
A. Sales Charges and Exemptions
The front-end sales charge on purchases of Investor shares of Pacifica
Portfolios (other than (i) Pacifica Money Market Fund, Prime Money Market Fund,
Pacifica Treasury Money Market Fund, Pacifica Government Money Market Fund and
Pacifica Asset Preservation Fund, which have do not have front-end sales
charges and (ii) Pacifica California Short-Term Tax-Exempt Fund and Pacifica
Short-Term Government Bond Fund, which have a different sales charge structure)
varies with the size of the purchase made according to the following schedule:
<PAGE> 213
<TABLE>
<CAPTION>
Front-End
Sales Charge as a
Percentage of:
-------------- Dealer Allowance as
Public Net Percentage of
Offering Amount Public Offering
Amount of Investment Price Invested Price
- --------------------- ----- -------- -----
<S> <C> <C> <C>
Less than $100,000........................ 4.50% 4.71% 4.00%
$100,000 but less than $250,000........... 3.50% 3.63% 3.00%
$250,000 but less than $500,000........... 2.60% 2.67% 2.25%
$500,000 but less than $1,000,000......... 2.00% 2.04% 1.75%
$1,000,000 and over ...................... None* None* None*
- --------------------
</TABLE>
*There is no initial front-end sales charge on purchases of $1 million or more;
however, the Distributor pays investment dealers and financial institutions a
commission from its own resources of 0.70% of the amount invested (0.50% of the
amount invested for Pacifica Oregon Tax-Exempt Fund, Pacifica Arizona
Tax-Exempt Fund, Pacifica California Tax-Exempt Fund and Pacifica National
Tax-Exempt Fund), and shareholders who redeem their Investor shares within one
year of the date of purchase will be subject to a 1% contingent deferred sales
charge ("CDSC") for the purpose of reimbursing the Distributor for the
commission paid.
The front-end sales charge on purchases of Investor shares of [PACIFICA
CALIFORNIA SHORT-TERM TAX-EXEMPT FUND] AND Pacifica Short-Term Government Bond
Fund varies with the size of the purchase made according to the following
schedule:
<TABLE>
<CAPTION>
Front-End
Sales Charge as a
Percentage of:
-------------- Dealer Allowance as
Public Net Percentage of
Offering Amount Public Offering
Amount of Investment Price Invested Price
- --------------------- ----- -------- -----
<S> <C> <C> <C>
Less than $100,000....................... 3.00% 3.09% 2.75%
$100,000 but less than $250,000.......... 2.50% 2.56% 2.25%
$250,000 but less than $500,000.......... 1.50% 1.52% 1.25%
$500,000 but less than $1,000,000........ 1.00% 1.01% 0.75%
$1,000,000 and over ..................... None** None** None**
- ------------------------
</TABLE>
**There is no initial front-end sales charge on purchases of $1 million or
more; however, the Distributor pays investment dealers and financial
institutions a commission from its own resources of 0.50% of the amount
invested, and shareholders who redeem their Investor shares within one year of
the date of purchase will be subject to a 1% CDSC for the purpose of
reimbursing the Distributor for the commission paid.
2
<PAGE> 214
The initial sales load does not apply to Investor shares purchased by: (i)
trust, investment management, advisory and fiduciary accounts managed or
administered by WF&C, its subsidiaries and affiliates, or WFIM pursuant to a
written agreement; (ii) any person purchasing Investor shares with the proceeds
of a distribution from a trust, investment management, advisory or other
fiduciary account managed or administered by WF&C, its subsidiaries and
affiliates, or pursuant to a written agreement; (iii) any person purchasing
Investor shares with the proceeds of a redemption from a mutual fund, other
than the funds in Pacifica, that was originally purchased with a sales load;
(iv) Furman Selz LLC or any of its affiliates; (v) Trustees or officers of
Pacifica; (vi) directors or officers of Furman Selz LLC, WFIM, or their
affiliates or bona fide employees or former employees of any of the foregoing
who have acted as such for not less than 90 days (including members of their
immediate families and their retirement plans or accounts); or (vii) retirement
accounts or plans for which a depository institution, which is a client or
customer of WFIM, Furman Selz LLC or Pacifica's distributor serves as custodian
or trustee, or to any trust, pension, Individual Retirement Account ("IRA"),
spousal IRA, profit-sharing or other benefit plan for such persons so long as
such Investor shares are purchased through Pacifica's distributor. The initial
sales load also does not apply to Investor shares sold to representatives of
selling brokers and members of their immediate families. In addition, the
initial sales load does not apply to sales to bank trust departments, acting on
behalf of one or more clients, of Investor shares having an aggregate value
equal to or exceeding $200,000. The initial sales load on Investor shares of
the California Short-Term Tax-Exempt Fund does not apply to investors who were
shareholders of that Fund prior to February 1, 1996.
The front-end sales charge on purchases of the corresponding Class A
shares of Stagecoach Funds (other than (i) the Stagecoach California Tax-Free
Income Fund and Short-Intermediate U.S. Government Income Fund, which have
separate sales charge structures, and (ii) Stagecoach Money Market Mutual Fund,
Stagecoach Government Money Market Mutual Fund, Stagecoach Prime Money Market
Mutual Fund and Stagecoach Treasury Money Market Mutual Fund, which have no
front-end sales charges) varies with the size of the purchase made according to
the following schedule:
<TABLE>
<CAPTION>
Front-End Sales
Charge as a
Percentage of:
-------------- Dealer Allowance as
Public Net Percentage of
Offering Amount Public Offering
Amount of Investment Price Invested Price
- --------------------- ----- -------- -----
<S> <C> <C> <C>
Less than $50,000.................... 4.50% 4.71% 4.00%
$50,000 up to $99,999................ 4.00% 4.17% 3.55%
$100,000 up to $249,999.............. 3.50% 3.63% 3.125%
$250,000 up to $499,999.............. 3.00% 3.09% 2.65%
$500,000 up to $999,999.............. 2.00% 2.04% 1.75%
$1,000,000 and over ................. 1.00% 1.01% 0.85%
</TABLE>
3
<PAGE> 215
The front-end sales charge on purchases of Class A shares of Stagecoach
California Tax-Free Income Fund and Stagecoach Short-Intermediate U.S.
Government Income Fund varies with the size of the purchase made according to
the following schedule:
<TABLE>
<CAPTION>
Front End Sales
Charge as a
Percentage of:
-------------- Dealer Allowance as
Public Net Percentage of
Offering Amount Public Offering
Amount of Investment Price Invested Price
- --------------------- ----- -------- -----
<S> <C> <C> <C>
Less than $100,000.................... 3.00% 3.09% 2.65%
$100,000 up to $249,999............... 2.25% 2.30% 2.00%
$250,000 up to $599,999............... 1.50% 1.52% 1.30%
$600,000 and over .................... 0.60% 0.60% 0.50%
</TABLE>
The initial front-end sales charge does not apply to (i) directors,
officers and employees of Stagecoach Funds, Inc., Stephens, Inc., its
affiliates and Selling Agents; (ii) present and retired directors, officers and
employees (and their spouses and children under the age of 21) of Wells Fargo
Bank and its affiliates if Wells Fargo Bank and/or the respective affiliates
agree; (iii) employee benefit and thrift plans for such persons and to any
investment advisory, trust or other fiduciary account, including a Plan
Account, that is maintained, managed or advised by Wells Fargo Bank or its
affiliates; and (iv) Individual Retirement Accounts, Simplified Employee
Pension Plans or other self-directed retirement plan for which Wells Fargo Bank
serves as trustee, provided that the proceeds are invested in the Funds within
30 days of such distribution and such distribution is required as a result of
reaching age seventy and a half.
Reductions in the initial front-end sales charge applies to purchases by a
single "person," including an individual, members of a family unit, consisting
of a husband, wife and children under the age of 21 purchasing securities for
their own account, or a trustee or other fiduciary purchasing for a single
fiduciary account or single trust estate. Reductions in the initial front-end
sales charge also apply to purchases by individual members of a "qualified"
group. The reductions are based on the aggregate dollar amount of Class A
shares purchased by all members of the qualified group. For purposes of this
paragraph, a qualified group consists of a "company," (as defined in the
Investment Company Act of 1940) which has been in existence for more than six
months and which has a primary purpose other than acquiring shares of a Fund at
a reduced sales charge, and the "related parties" of such company. For
purposes of this paragraph, a "related party" of a company is: (i) any
individual or other company who directly or indirectly owns, controls or has
the power to vote 5% or more of the outstanding voting securities of such
company; (ii) any other company of which such company directly or indirectly
owns, controls or has the power to vote 5% or more of its outstanding voting
securities; (iii) any other company
4
<PAGE> 216
under common control with such company; (iv) any executive officer, director or
partner or such company or of a related party; and (v) any partnership of which
such company is a partner. Investors seeking to rely on their membership in a
qualified group to purchase shares at a reduced sales charge must provide
evidence satisfactory to the Transfer Agent of the existence of a bona fide
qualified group and their membership therein.
Rights of Accumulation, Quantity Discount and Letters of Intent
Both the Stagecoach Funds and the Pacifica Portfolios offer Rights of
Accumulation, Quantity Discounts and Letter of Intent programs that are
generally comparable, and can reduce the sales charges payable on share
purchases.
B. Purchase Policies
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Minimum Initial $1,000* ($250 for tax- $500 ($250 for individual retirement
Investment retirement accounts, accounts)
and $100 for
AutoSaver Plan)
Minimum Subsequent $100 $50
Investments
Automatic Investment Yes. Monthly basis/ Yes. Monthly basis/
Plan $100 minimum per $50 minimum per
transaction transaction
Purchase Methods Through a Shareholder Through an Authorized Broker,
Servicing Agent, Selling an Investment Adviser or Service
Agent, or Wells Fargo Organization; by Wire; by
Bank; by Wire; by Mail; Automatic Investment Program
by AutoSaver Plan
- --------------------------
</TABLE>
*The Minimum Initial Investment for the Stagecoach Money Market Mutual Fund is
$2,500.
5
<PAGE> 217
C. Redemption Procedures
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Through a Selling Yes Yes
Agent or Authorized
Broker or Shareholder
Servicing Agent or
Service Organization
By Mail Yes Yes
By Telephone Yes Yes*
By Wire Yes Yes*
Check Writing No Yes*(except Pacifica Equity Fund,
Feature Pacifica Balanced Fund and Pacifica
Growth Fund)
[EXPEDITED REDEMPTIONS YES YES]
Systematic Withdrawal Yes (monthly basis Yes (monthly, quarterly, semi-annual
Plan $10,000 account minimum or annual basis $10,000 account
and $100 minimum per minimum and $100 minimum per
transaction) transaction)
</TABLE>
________________________
*Not available for IRAs and trust clients of an affiliate of WF&C.
Due to the high cost of maintaining Fund accounts with small balances,
Stagecoach Funds reserve the right to close a shareholder's account and sent
the shareholder the proceeds if the balance falls below the applicable minimum
balance because of a redemption. The shareholder will be given 30 days' notice
to make an additional investment to increase the shareholder's account balance
to the applicable minimum balance.
Pacifica Portfolios similarly may, subject to certain restrictions, redeem
involuntarily, upon thirty days' notice, shares of a shareholder whose account
decreases to a value of $500 or less; the shareholder will be given 30 days'
notice to make an additional investment to increase the value of the
shareholder's account above $500.
6
<PAGE> 218
D. Additional Shareholder Services
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Reinvestment Yes (provides for automatic Yes (provides for automatic
Option reinvestment of dividends, reinvestment of dividends, generally,
generally, in additional in additional shares of the same class)
shares of the same class,
provided all applicable
minimum purchase require-
ments are met)
Reinstatement Yes (after redemption may Yes (after redemption may reinvest
Privilege reinvest without sales without sales charge, within
charge, within 120 days) 30 days)
Fund Purchase Yes* (allows a shareholder [NO]
Option to use dividends and/or
capital gain distributions
to purchase, without a
sales charge, shares of
another Fund in
which the shareholder has
an established account
and has met minimum
investment requirements).
Automatic Clearing Yes (allows a shareholder No
House Option to have dividends and
capital gain distributions
deposited in an Approved
Bank account designated
in the Account
Application)
Check Payment Option Yes (allows a share- Yes (allows a share-
holder to receive a check holder to receive a check
for all dividends and for all dividends and
capital gain distributions) capital gain distributions)
</TABLE>
________________________
*The Fund Purchase Option is not available to shareholders in the Money Market
Funds.
7
<PAGE> 219
E. Share Exchanges
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
By Mail Yes Yes
By Telephone Yes Yes
Minimum Must meet minimum $500 for initial exchange;
initial and/or subsequent no minimum for subsequent
investment amounts exchange
</TABLE>
Class A shares of Funds of Stagecoach Funds, Inc. may generally be
exchanged for Class A shares of another fund, Retail Class shares* of another
fund, shares of a single-class fund, or Institutional Class shares (if the
shares are to be held in such a qualified trust, agency or custodial account).
In addition, shares of the California Tax-Free Money Market Mutual Fund and
Class A shares of the Money Market Mutual Fund may be exchanged for shares of
one of the [Company's] single-class funds, for Class A or Class B shares of one
of the Company's multi-class funds or for Retail Class shares* of another fund.
Class A shares of the Money Market Mutual Fund also may be exchanged for shares
of the California Tax-Free Money Market Mutual Fund, and vice versa. Depending
upon which shares are being exchanged, the shareholder may or may not have to
pay a front-end sales charge when initially purchasing shares and/or a
contingent deferred sales charge when redeeming shares.
Investor shares of one Pacifica Portfolio may be exchanged for
Investor shares of another Pacifica Portfolio. In addition, Institutional
shares of a Portfolio may be exchanged for Investor shares of the same
Portfolio in connection with the distribution of assets held in a qualified
trust, agency or custodial account maintained with the trust department of WF&C
or other bank, trust company or thrift institution, or in other cases where
Institutional shares are not held in such qualified accounts. Similarly,
Investor shares may be exchanged for Institutional shares in the same Portfolio
if the shares are to be held in such a qualified trust, agency or custodial
account. Depending upon which shares are being exchanged, the shareholder may
or may not have to pay a sales charge and/or a contingent deferred sales
charge.
______________________________
*Retail Class shares refers to the LifePath Funds of Stagecoach Trust.
II. PACIFICA PORTFOLIOS - INSTITUTIONAL SHARES (includes Pacifica Asset
Preservation Fund, Pacifica Short-Term Government Bond Fund, Pacifica
Intermediate Government Bond Fund, Pacifica Government Income Fund, Pacifica
Intermediate Bond Fund, Pacifica California Short-Term Tax-Exempt Fund,
Pacifica California Tax-Exempt Fund, Pacifica Growth Fund, Pacifica Prime Money
Market Fund, Pacifica Treasury Money Market Fund, Pacifica Arizona Tax-Exempt
8
<PAGE> 220
Fund, Pacifica Oregon Tax-Exempt Fund, Pacifica National Tax-Exempt Fund,
Pacifica Equity Value Fund and Pacifica Balanced Fund.
CORRESPONDING STAGECOACH FUNDS, INC. - INSTITUTIONAL CLASS SHARES
(includes Stagecoach Money Market Mutual Fund, Stagecoach Ginnie Mae Fund,
Stagecoach Intermediate Bond Fund, Stagecoach Short-Intermediate U.S.
Government Income Fund, Stagecoach California Tax-Free Bond Fund, Stagecoach
California Tax-Free Income Fund, Stagecoach Growth and Income Fund, Stagecoach
Prime Money Market Mutual Fund, Stagecoach Treasury Money Market Mutual Fund,
Stagecoach Arizona Tax-Free Fund, Stagecoach Oregon Tax-Free Fund, Stagecoach
National Tax-Free Fund, Stagecoach Equity Value Fund, Stagecoach Balanced
Fund).
Institutional shares of the Pacifica Portfolios and Institutional
Class shares of Stagecoach Funds are sold without a sales charge primarily to
customers of [AFFILIATE, FRANCHISE OR CORRESPONDENT BANKS] of WFB and other
selected institutions. Share purchases, redemptions and exchanges are
generally effected through a customer's account at an institution through
procedures established in connection with the customer's account agreement
with the institution. customers may be charged certain fees by an Institution
for certain services as disclosed in the account agreement. [FOR ANY
BENEFICIAL OWNER THAT IS ALSO THE RECORD OWNER OF INSTITUTIONAL SHARES OF THE
PACIFICA PORTFOLIOS OR INSTITUTIONAL CLASS SHARES OF THE STAGECOACH FUNDS, SUCH
RECORD OWNER WILL HAVE THE SHAREHOLDER TRANSACTIONS AND SERVICES DIRECTLY
AVAILABLE FROM PACIFICA OR STAGECOACH AS DESCRIBED BELOW.] Accordingly, the
following summary of shareholder transactions and services should be read in
this context.
A. Sales Charges and Exemptions
Stagecoach Funds -- No Front-End Sales Charge
Corresponding Pacifica Portfolios -- No Front-End Sales Charge
B. Purchase Policies
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Minimum Initial None None (although banks may impose
Investment account minimums in connection
with investments in the Portfolios)
Minimum Subsequent None None
Investments
</TABLE>
9
<PAGE> 221
<TABLE>
<S> <C> <C>
Automatic Investment None Yes* Pacifica Prime Money Market
Plan Fund and Pacifica Treasury Money
Market Fund offer sweep programs
-- See Service Shares description
Purchase Methods Through WF&C and Through WF&C and its affiliates,
its affiliate, franchises franchises and correspondent
and correspondent banks and other selected
banks and other selected institutions
institutions
</TABLE>
______________________________
*Banks may charge their customers different account charges and 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.
C. Redemption Procedures
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
By Mail Yes Yes
By Telephone Yes Yes
By Wire Yes Yes
</TABLE>
D. Additional Shareholder Services
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Automatic Reinvestment Yes (provides for Yes (provides for automatic
automatic reinvestment reinvestment of dividends in
of dividends in additional additional shares of same class
shares of same class unless unless customer elects to receive
customer elects to receive cash or, in the case of the Pacifica
cash) Prime Money Market Fund and
Treasury Money Market Fund, to
have dividends credited to his
account at a WF&C bank)
</TABLE>
10
<PAGE> 222
E. Share Exchanges
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
By Mail No No
By Telephone Yes Yes
Minimum None None
</TABLE>
Institutional Class shares of Stagecoach Funds, Inc. may be exchanged
for a Fund's Class A shares in connection with the distribution of assets held
in a qualified trust, agency or custodial account maintained with the trust
department of a Wells Fargo Bank or other bank, trust company or thrift
institution, or in other cases where Institutional Class shares are not held in
such qualified accounts. These exchanges are made at the NAV of the respective
share classes next determined after an exchange request is received.
Institutional shares of Pacifica Portfolios may be exchanged for a
Fund's Investor shares in connection with the distribution of assets held in a
qualified trust, agency or custodial account maintained with the trust
department of a First Interstate Bank or other bank, trust company or thrift
institution, or in other cases where Institutional shares are not held in such
qualified accounts. Similarly, Investor shares may be exchanged for
Institutional shares in the same Portfolio if the shares are to be held in such
a qualified trust, agency or custodial account. These exchanges are made
without a sales charge at the NAV of the respective share classes next
determined after an exchange request is received.
III. PACIFICA PORTFOLIOS - MONEY MARKET TRUST
CORRESPONDING STAGECOACH FUNDS - MONEY MARKET TRUST
A. Sales Charges and Exemptions
Pacifica Portfolio -- No Front-End Sales Charge
Corresponding Stagecoach Fund -- No Front-End Sales Charge
B. Purchase Policies
<TABLE>
<CAPTION>
Stagecoach Fund Pacifica Portfolio
--------------- ------------------
<S> <C> <C>
Minimum Initial None None (although WF&C banks may
Investment impose account minimums in
connection with investments in the
Portfolio)
</TABLE>
11
<PAGE> 223
<TABLE>
<S> <C> <C>
Minimum Subsequent None None
Investments
Automatic Investment None None
Plan
Purchase Methods Through the trust Through the trust
division of Wells Fargo division of a WF&C bank
Bank
</TABLE>
C. Redemption Procedures
Shares of Stagecoach Money Market Trust held by a WF&C bank on behalf
of its customers must be redeemed in accordance with instructions and
limitations pertaining to the account at such bank.
Shares of Pacifica Money Market Trust held by a WF&C bank on behalf of
its customers must be redeemed in accordance with instructions and limitations
pertaining to the account at such bank.
12
<PAGE> 224
D. Additional Shareholder Services
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolio
---------------- ------------------
<S> <C> <C>
Automatic Reinvestment Yes (provides for Yes (provides for automatic
automatic reinvestment reinvestment of dividends in
of dividends in additional additional shares of same class
shares of same class unless unless customer elects to have
customer elects to receive dividends credited to his account
cash) at a WF&C bank or to receive cash)
</TABLE>
IV. PACIFICA PORTFOLIOS - SERVICE SHARES (includes Pacifica Prime Money
Market Fund and Pacifica Treasury Money Market Fund)
CORRESPONDING STAGECOACH FUNDS, INC. - SERVICE CLASS SHARES
(includes Stagecoach Prime Money Market Mutual Fund and Stagecoach
Treasury Money Market Mutual Fund)
A. Sales Charges and Exemptions
Stagecoach Funds -- No Front-End Sales Charge
Corresponding Pacifica Portfolios -- No Front-End Sales Charge
B. Purchase Policies
<TABLE>
<CAPTION>
Stagecoach Funds Pacifica Portfolios
---------------- -------------------
<S> <C> <C>
Minimum Initial None (though banks may None (though banks may impose
Investments impose account minimums account minimums in connection
in connection with invest- with investments in the Portfolios).
ments in the Funds)
Minimum Subsequent None None
Investments
Automatic Investment
Plan* Yes (a customer's account Yes (a customer's account
may be "swept" and may be "swept" automatically and
amounts in excess of a amounts in excess of a
minimum balance agreed minimum balance agreed
to by the bank and the to by the bank and the
customer are automatically customer are invested in
</TABLE>
13
<PAGE> 225
<TABLE>
<S> <C> <C>
invested in Service Shares Service Shares of one or both
of one or both of the Funds of the Portfolios offering
offering Service Shares). Service Shares).
Purchase Methods Through affiliate, franchise Through affiliate, franchise
or correspondent banks of or correspondent banks of
Wells Fargo Bank and other WF&C and other selected
selected institutions. institutions.
</TABLE>
__________________________
*Banks may charge their customers different account charges and 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.
C. Redemption
Stagecoach Fund shares held by a WF&C bank on behalf of its customers
must be redeemed in accordance with instructions and limitations pertaining to
the account at such bank.
Pacifica Portfolios shares held by a WF&C bank on behalf of its
customers must be redeemed in accordance with instructions and limitations
pertaining to the account at such bank.
D. Additional Shareholder Services
<TABLE>
<CAPTION>
Stagecoach Funds, Inc. Pacifica Portfolios
---------------------- -------------------
<S> <C> <C>
Automatic Reinvestment Yes (provides for Yes (provides for automatic
automatic reinvestment reinvestment of dividends in
of dividends in additional additional shares of same class
shares of same class unless unless customer elects to have
customer elects to receive dividends credited to his account
cash) at a WF&C bank or to receive cash)
</TABLE>
E. Share Exchanges
Each Stagecoach Fund's Service Shares may be exchanged without cost
for Service Shares of the other Fund. Exchange requests may be made by a
customer to the customer's bank in accordance with the procedures or
instructions specified by the bank.
Each Pacifica Portfolio's Service Shares may be exchanged without cost
for Service Shares of the other Portfolio. Exchange requests may be made by a
customer to the customer's bank in accordance with the procedures or
instructions specified by the bank.
14
<PAGE> 226
V. DIVIDENDS AND DISTRIBUTIONS
All Stagecoach Funds and Pacifica Portfolios distribute their net
capital gains to shareholders at least annually. The following table shows the
Portfolios' policies concerning the declaration and payment of dividends from
net investment income.
<TABLE>
<CAPTION>
A. Dividends Declared Daily/Paid Monthly
Pacifica Portfolios Stagecoach Funds
- ------------------- ----------------
<S> <C>
Money Market Fund Money Market Mutual Fund
Asset Preservation Fund Money Market Mutual Fund
California Short Term Tax-Exempt Fund California Tax-Free Income Fund
California Tax-Exempt Fund California Tax-Free Bond Fund
Government Income Fund Short-Intermediate U.S. Government
Income Fund
Money Market Trust Money Market Trust
Prime Money Market Fund Prime Money Market Mutual Fund
Short-Term Government Bond Fund Short-Intermediate U.S. Government
Income Fund
Treasury Money Market Fund Treasury Money Market Mutual Fund
Government Money Market Fund Government Money Market Mutual Fund
(see below) Ginnie Mae Fund
B. Dividends Declared Monthly/Paid Monthly
Pacifica Portfolios Stagecoach Funds
- ------------------- ----------------
Arizona Tax-Exempt Fund Arizona Tax-Free Fund
Intermediate Bond Fund Intermediate Bond Fund
Intermediate Government Bond Fund (see above)
National Tax-Exempt Fund National Tax-Free Fund
Oregon Tax-Exempt Fund Oregon Tax-Free Fund
C. Dividends Declared Quarterly/Paid Quarterly
Pacifica Portfolios Stagecoach Funds
- ------------------- ----------------
Balanced Fund Balanced Fund
Equity Value Fund Equity Value Fund
Growth Fund Growth and Income Fund
</TABLE>
15
<PAGE> 227
APPENDIX VIII
[to be filed by amendment]
<PAGE> 228
STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE ___, 1996
PACIFICA FUNDS TRUST
237 Park Avenue
New York, New York 10017
1-800-662-8417
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-222-8222
(July 16, 1996 Special Meeting of Shareholders of Pacifica Funds Trust)
This Statement of Additional Information is not a prospectus but
should be read in conjunction with the Combined Proxy Statement/Prospectus,
dated the date hereof, for the Special Meeting of Shareholders of Pacifica
Funds Trust to be held on July 16, 1996. Copies of the Combined Proxy
Statement/Prospectus may be obtained at no charge by writing or calling
Pacifica or Stagecoach at the addresses or telephone numbers set forth above.
Unless otherwise indicated, capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the Combined
Proxy Statement/Prospectus.
INCORPORATION OF DOCUMENTS BY
REFERENCE IN STATEMENT OF ADDITIONAL INFORMATION
Further information about Class A shares of the Stagecoach Money
Market Mutual Fund is contained in and incorporated by reference to the
statement of additional information for the Class A shares of such Fund dated
April 1, 1996. Further information about Class A shares of the Stagecoach
Short-Intermediate U.S. Government Income Fund is contained in and incorporated
by reference to the statement of additional information for the Class A shares
of such Fund dated May 1, 1996. Further information about Class A shares of
the Stagecoach Ginnie Mae Fund is contained in and incorporated by reference to
the statement of additional information for the Class A shares of such Fund
dated May 1, 1996. Further information about Class A shares of the Stagecoach
California Tax-Free Income Fund is contained in and incorporated by reference
to the statement of additional information for the Class A shares of such Fund
dated May 1, 1996. Further information about Class A shares of Stagecoach
California Tax-Free Bond Fund is contained in and incorporated by reference to
the statement of
<PAGE> 229
additional information for the Class A shares of such Fund dated April 1, 1996.
Further information about Class A shares of Stagecoach Growth and Income Fund
is contained in and incorporated by reference to the statement of additional
information for the Class A shares of such Fund dated May 1, 1996.
Further information about Institutional Class shares of the Stagecoach
Money Market Mutual, Ginnie Mae, Short- Intermediate U.S. Government Income,
California Tax-Free Bond, California Tax-Free Income and Growth and Income
Funds is contained in and incorporated by reference to the statement of
additional information for the Institutional Class shares of such Funds dated
June 3, 1996.
Information contained in said statements of additional information
under "Additional Permitted Investment Activities," "Management" (as to
Directors and Officers, investment adviser, administrator, distributor,
distribution arrangements and shareholder servicing agents), "Portfolio
Transactions," "Calculation of Yield and Total Return," and "Capital Stock" is
generally applicable with regard to the New Stagecoach Funds.
The audited financial statements and related independent auditors'
report for the Stagecoach Money Market Mutual Fund, Short-Intermediate U.S.
Government Income, Ginnie Mae, California Tax-Free Income, California Tax-Free
Bond and Growth and Income Funds contained in the Annual Report for the fiscal
year ended December 31, 1995 are hereby incorporated by reference. No other
parts of the Annual Report are incorporated herein by reference.
Further information about the shares of Pacifica Money Market Fund,
and the Institutional and Investor shares of Pacifica Growth, Equity Value,
Balanced, Asset Preservation, Short-Term Government Bond, Intermediate
Government Bond, Government Income, Intermediate Bond, Oregon Tax-Exempt,
Arizona Tax-Exempt, California Short-Term Tax-Exempt, California Tax-Exempt,
National Tax-Exempt and Government Money Market Funds is incorporated by
reference to the statement of additional information for the Institutional and
Investor shares of such Funds dated February 1, 1996. Further information
about the Service and Institutional shares, and about the Investor shares, of
Pacifica Prime Money Market and Treasury Money Market Funds is incorporated by
reference to the statements of additional information for the Service and
Institutional shares, and for the Investor shares, respectively, of such Funds
dated February 1, 1996. Further information about the shares of Pacifica Money
Market Trust is incorporated by reference to the Statement of Additional
Information for such shares dated February 1, 1996.
The audited financial statements and related independent auditors
reports for the Pacifica Portfolios contained in the Annual Reports for the
periods ended September 30, 1995 are hereby incorporated by reference. No
other parts of the Annual Reports are incorporated herein by reference.
2
<PAGE> 230
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information . . . . . . . . . . . . . . . . . . . . . . .
Table I -- Portfolios and Corresponding Funds . . . . . . .
Exhibit I -- Pro Forma Financial Statements . . . . . . . . . . . I-1
</TABLE>
3
<PAGE> 231
GENERAL INFORMATION
As a result of the merger of First Interstate Bancorp with and into WF&C
on April 1, 1996, the investment advisory agreements between the Pacifica
Portfolios and FICM (the "FICM Agreements"), in accordance with applicable law
and their terms, terminated automatically. Shortly thereafter, FICM changed
its name to Wells Fargo Investment Management, Inc. ("WFIM"). To ensure that
the automatic termination of the FICM Agreements would not disrupt the
investment advisory services provided to the Pacifica Portfolios, Pacifica and
FICM obtained an exemptive order from the SEC permitting FICM (now known as
WFIM) to act as investment adviser to the Pacifica Portfolios after the
termination of the FICM Agreements, but prior to obtaining shareholder approval
of interim investment advisory agreements for the Portfolios with WFIM (the
"WFIM Agreements"). In accordance with the order granted by the SEC, the WFIM
Agreements are subject to ratification and approval by the shareholders of the
Pacifica Portfolios within 120 days after April 1, 1996.
Accordingly, the Board of Trustees of Pacifica is proposing that the
shareholders of the Pacifica Portfolios ratify and approve the WFIM Agreements.
The WFIM Agreements became effective on April 1, 1996. Pending such
ratification and approval, in accordance with the conditions of the Order, all
fees payable by the Pacifica Portfolios under the Agreements are being held in
escrow. Such escrowed fees will be paid to WFIM only if the WFIM Agreements
are ratified and approved by the Pacifica Portfolio shareholders. If ratified
and approved, the WFIM Agreements will continue in effect for a period of one
year from April 1, 1996, or until the Closing (which, subject to various
conditions, is expected to occur on or about August 31, 1996), whichever occurs
earlier.
The shareholders of Pacifica also are being asked to approve or
disapprove the Reorganization Agreement between Pacifica and Stagecoach and the
transactions contemplated thereby. The Reorganization Agreement contemplates
that all of the assets and liabilities of the Pacifica Portfolios will be
transferred to corresponding Stagecoach Funds in exchange for full and
fractional shares of the corresponding Stagecoach Funds as shown in the
following table.
TABLE I
PORTFOLIOS AND CORRESPONDING FUNDS
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------------------
<S> <C>
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Institutional Shares Institutional Class Shares
Arizona Tax-Exempt Fund -- Arizona Tax-Free Fund --
Investor Shares Class A Shares
Asset Preservation Fund -- Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
</TABLE>
4
<PAGE> 232
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------------------
<S> <C>
Asset Preservation Fund -- Money Market Mutual Fund --
Investor Shares Class A Shares
Balanced Fund -- Balanced Fund --
Institutional Shares Institutional Class Shares
Balanced Fund -- Balanced Fund --
Investor Shares Class A Shares
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Institutional Shares Institutional Class Shares
California Short-Term Tax-Exempt Fund -- California Tax-Free Income Fund --
Investor Shares Class A Shares
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Institutional Shares Institutional Class Shares
California Tax-Exempt Fund -- California Tax-Free Bond Fund --
Investor Shares Class A Shares
Equity Value Fund -- Equity Value Fund --
Institutional Shares Institutional Class Shares
Equity Value Fund -- Equity Value Fund --
Investor Shares Class A Shares
Government Income Fund -- Short-Intermediate U.S. Government Income
Institutional Shares Fund --
Institutional Class Shares
Government Income Fund -- Short-Intermediate U.S. Government
Investor Shares Income Fund --
Class A Shares
Government Money Market Fund Government Money Market Mutual Fund --
Class A Shares
Growth Fund -- Growth and Income Fund --
Institutional Shares Institutional Class Shares
Growth Fund -- Growth and Income Fund --
Investor Shares Class A Shares
Intermediate Bond Fund -- Intermediate Bond Fund --
Institutional Shares Institutional Class Shares
</TABLE>
5
<PAGE> 233
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------------------
<S> <C>
Intermediate Bond Fund -- Intermediate Bond Fund --
Investor Shares Class A Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Institutional Shares Institutional Class Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund --
Investor Shares Class A Shares
Money Market Fund Money Market Mutual Fund --
Class A Shares
Money Market Trust -- Money Market Trust
Institutional Class
National Tax-Exempt Fund -- National Tax-Free Bond Fund --
Institutional Shares Institutional Class Shares
National Tax-Exempt Fund -- National Tax-Free Bond Fund --
Investor Shares Class A Shares
Oregon Tax-Exempt Fund -- Oregon Tax Free Fund --
Institutional Shares Institutional Class Shares
Oregon Tax-Exempt Fund -- Oregon Tax-Free Fund --
Investor Shares Class A Shares
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Service Shares Service Class Shares
Prime Money Market Fund -- Prime Money Market Mutual Fund --
Investor Shares Class A Shares
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income
Institutional Shares Fund --
Institutional Class Shares
</TABLE>
6
<PAGE> 234
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ----------------------------
<S> <C>
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income
Investor Shares Fund --
Class A Shares
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
Treasury Money Market Fund -- Treasury Money Market Mutual Fund -- Class
Investor Shares A Shares
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Service Shares Service Class Shares
</TABLE>
The shares issued by Stagecoach will have an aggregate value equal to
the aggregate value of the shares of the respective Pacifica Portfolios that
are outstanding immediately before the Closing.
After the transfer of their assets and liabilities in exchange for
Stagecoach Fund shares, the Pacifica Portfolios will distribute the shares of
the Stagecoach Funds to their shareholders in liquidation of the Pacifica
Portfolios. Each shareholder owning shares of a particular Pacifica Portfolio
at the Closing will receive shares of the designated class of the corresponding
Stagecoach Fund (as specified in the foregoing table) of equal value, and will
receive any unpaid dividends or distributions that were declared before the
Closing on shares of Pacifica Portfolios. Stagecoach will establish an account
for each former shareholder of the Pacifica Portfolios reflecting the
appropriate number of Stagecoach Fund shares distributed to the shareholder.
These accounts will be identical to the accounts currently maintained by
Pacifica for each shareholder. Upon completion of the Reorganization, all
outstanding shares of the Pacifica Portfolios will be redeemed and canceled in
exchange for shares of the Stagecoach Funds distributed, and Pacifica will wind
up its affairs, and be deregistered as an investment company under the 1940
Act.
For further information about the transaction, see the Combined Proxy
Statement/Prospectus.
7
<PAGE> 235
EXHIBIT I
INTRODUCTORY NOTE TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma information gives effect to the
proposed transfer of the assets and liabilities of the Pacifica Portfolios and
Stagecoach Funds listed under Table 1 of this Statement of Additional
Information, accounted for as if each transfer had occurred as of December 31,
1995 and as if the Funds had operated for the periods then ended. However, it
is possible that one or more of the Pacifica Portfolios will not approve the
merger, in which case the resulting fund or funds will be comprised of only
those Pacifica Portfolios that approve the merger. In addition, the pro forma
combining statements have been prepared based upon the structure of proposed
fee and expense structure of the surviving Stagecoach Funds. The statements do
not reflect the effect of proposed differing investment objectives and policies
of the Pacifica Portfolios and Stagecoach Funds.
The pro forma financial information should be read in conjunction with
the historical financial statements and notes thereto of the Pacifica
Portfolios and Stagecoach Funds included or incorporated by reference in this
Statement of Additional Information. Each combination of the above Portfolios
and Funds will be accounted for as a tax-free reorganization, except the
reorganization of the Pacifica Asset Preservation Fund into the Stagecoach
Money Market Mutual Fund. For more information concerning this aspect of the
Reorganization, see "Information Relating to the Proposed
Reorganization-Federal Income Tax Consequences," in the Combined Proxy
Statement/Prospectus.
I-1
<PAGE> 236
Stagecoach Funds - Ginnie Mae Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Pacifica Ginnie Mae
Intermediate Stagecoach Fund
Government Ginnie Mae Pro Forma Pro Forma
Bond Fund Fund Adjustments Combined
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Investments in securities $25,830,925 $177,877,562 $203,708,487
Cash 0 1,556 1,556
Receivables: 0
Dividends and interest 255,167 1,711,177 1,966,344
Fund shares sold 0 90,000 90,000
Due from management company 12,804 0 12,804
Due from Wells Fargo Bank 0 0 $193,866 (d),(e) 193,866
Organization expenses, net of amortization 1,824 11,598 $ (1,824)(d) 11,598
Prepaid expenses 12,317 16,281 28,598
Total Assets 26,113,037 179,708,174 206,013,253
LIABILITIES
Investment securities purchased 37,459 0 37,459
Distribution to shareholders 135,251 978,199 1,113,450
Fund shares redeemed 28,598 0 28,598
Due to sponsor and distributor 12,095 137,291 149,386
Due to adviser 16,496 193,228 209,724
Other 63,979 14,809 78,788
Total Liabilities 293,878 1,323,527 1,617,405
TOTAL NET ASSETS $25,819,159 $178,384,647 $204,395,848
NET ASSETS CONSIST OF:
Paid-in capital - Class A/Investor 19,017,499 180,185,663 199,203,162
Paid-in capital - Class B 0 11,914,521 11,914,521
Paid-in capital - Institutional Class 6,550,076 6,550,076
Undistributed net investment income(loss) (7) 0 $192,042 (e) 192,035
Undistributed net realized
gain/(loss) on investments (32,123) (16,155,368) (16,187,491)
Net unrealized appreciation 0
(depreciation) on investments 283,714 2,439,831 2,723,545
TOTAL NET ASSETS $25,819,159 $178,384,647 $204,395,848
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Class A/Investor $19,204,631 $166,157,490 $174,339 (e) $185,536,460
Shares outstanding - Class A/Investor 1,202,711 14,904,153 533,177 (a) 16,640,041
Net asset value per share - Class A/Investor $ 15.97 $ 11.15 $11.15
Maximum offering price per share - Class A/In $ 16.72 $ 11.68 $11.68
Net Assets - Class B $ 12,227,157 $ 11,488 (e) $ 12,238,645
Shares outstanding - Class B 1,114,541 1,114,541
Net asset value and offering
price per share - Class B $ 10.97 $ 10.98
Net Assets - Institutional $ 6,614,528 $ 6,215 (e) $ 6,620,743
Shares outstanding - Institutional 413,710 180,079 (a),(c) 593,789
Net asset value and offering
price per share - Institutional $ 15.99 $ 11.15
INVESTMENTS AT COST $25,547,211 $175,437,731 $200,984,942
</TABLE>
See accompanying notes to pro forma financial statements
<PAGE> 237
Stagecoach Funds - Ginnie Mae Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Pacifica Ginnie Mae
Intermediate Stagecoach Fund
Government Ginnie Mae Pro Forma Pro Forma
Bond Fund Fund Adjustments Combined
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments in securities $25,830,925 $177,877,562 $203,708,487
Cash 1,556 1,556
Receivables: 0
Dividends and interest 255,167 1,711,177 1,966,344
Fund shares sold 0 90,000 90,000
Due from management company 12,804 0 12,804
Due from Wells Fargo Bank 0 0 $193,866 (d),(e) 193,866
Organization expenses, net of amortization 1,824 11,598 ($1,824)(d) 11,598
Prepaid expenses 12,317 16,281 28,598
Total Assets 26,113,037 179,708,174 206,013,253
LIABILITIES
Investment securities purchased 37,459 0 37,459
Distribution to shareholders 135,251 978,199 1,113,450
Fund shares redeemed 28,598 0 28,598
Due to sponsor and distributor 12,095 137,291 149,386
Due to adviser 16,496 193,228 209,724
Other 63,979 14,809 78,788
Total Liabilities 293,878 1,323,527 1,617,405
TOTAL NET ASSETS $25,819,159 $178,384,647 $204,395,848
NET ASSETS CONSIST OF:
Paid-in capital - Class A/Investor 19,017,499 180,185,663 199,203,162
Paid-in capital - Class B 0 11,914,521 11,914,521
Paid-in capital - Institutional Class 6,550,076 6,550,076
Undistributed net investment income(loss) (7) 0 $192,042 (e) 192,035
Undistributed net realized
gain/(loss) on investments (32,123) (16,155,368) (16,187,491)
Net unrealized appreciation 0
(depreciation) on investments 283,714 2,439,831 2,723,545
TOTAL NET ASSETS $25,819,159 $178,384,647 $204,395,848
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Class A/Investor $19,204,631 $166,157,490 $174,339 (e) $185,536,460
Shares outstanding - Class A/Investor 1,202,711 14,904,153 533,177 (a) 16,640,041
Net asset value per share - Class A/Investor $15.97 $11.15 $11.15
Maximum offering price per share - Class A/In $16.72 $11.68 $11.68
Net Assets - Class B $12,227,157 $11,488 (e) $12,238,645
Shares outstanding - Class B 1,114,541 1,114,541
Net asset value and offering
price per share - Class B $10.97 $10.98
Net Assets - Institutional $6,614,528 $6,215 (e) $6,620,743
Shares outstanding - Institutional 413,710 180,079 (a),(c) 593,789
Net asset value and offering
price per share - Institutional $15.99 $11.15
INVESTMENTS AT COST $25,547,211 $175,437,731 $200,984,942
</TABLE>
See accompanying notes to pro forma financial statements
<PAGE> 238
Stagecoach Funds - Ginnie Mae Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Pacifica Ginnie Mae
Intermediate Stagecoach Fund
Government Ginnie Mae Pro Forma Pro Forma
Bond Fund Fund Adjustments Combined
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Investment Income $2,377,390 $13,291,508 $15,668,898
Expenses:
Advisory fees 156,231 840,112 $ (20,219)(b) 976,124
Administration fees 22,303 50,407 $ (14,143)(b) 58,567
Custody fees 23,115 74,444 $ (64,956)(b) 32,603
Shareholder servicing fees 2,828 504,067 $ 78,779 (b) 585,674
Portfolio accounting fees 49,361 95,105 $ (42,376)(b) 102,090
Transfer agency fees 92,603 156,422 249,025
Distribution fees 13,575 111,269 124,844
Amortization of organization expenses 14,204 1,902 $ 1,824 (b) 17,930
Legal and audit fees 26,874 36,553 $ (18,812)(b) 44,615
Registration fees 15,974 46,185 $ (12,779)(b) 49,380
Directors' fees 1,727 5,000 $ (1,382)(b) 5,345
Shareholder reports 27,806 45,205 $ (22,245)(b) 50,766
Other 10,164 15,375 25,539
TOTAL EXPENSES 456,765 1,982,046 $ (116,308) 2,322,503
Less:
Waived fees (70,948) (574,978) $ 116,308 (529,618)
Additional waived fees $ (192,042)(e) (192,042)
NET EXPENSES 385,817 1,407,068 1,600,843
NET INVESTMENT INCOME 1,991,573 11,884,440 14,068,055
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale on investmen (61,724) 1,935,107 1,873,383
Net change in unrealized appreciation
(depreciation) of investments 2,906,168 13,236,756 16,142,924
NET GAIN ON INVESTMENTS 2,844,444 15,171,863 18,016,307
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $4,836,017 $27,056,303 $32,084,362
</TABLE>
See accompanying notes to pro forma financial statements
(a) Reflects new shares issued, net of retired shares of respective Pacifica
funds.
(b) Reflects adjustment in expenses due to elimination of duplicate services or
effect of proposed contract rate.
(c) The Institutional share's net asset value per share has been presented to be
the same as Class A.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from the Pacifica funds.
(e) Wells Fargo Bank would have waived an additional amount of expenses to keep
the pro forma combined fund at the current Stagecoach fund expense limit.
<PAGE> 239
Stagecoach Funds - Short-Intermediate Government Income Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Short-Intermediate
Pacifica Stagecoach U.S. Government
Short-Term Pacifica Short-Intermediate Income Fund
Government Government U.S. Government Pro Forma Pro Forma
Bond Fund Income Fund Income Fund Adjustments Combined
---------- ----------- ------------------ ----------- ------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments in securities $35,108,004 $82,100,747 $44,393,067 $161,601,818
Cash 0 14,600 227,089 241,689
Receivables:
Dividends and interest 695,066 1,518,050 485,454 2,698,570
Due from management company 33,700 0 0 33,700
Due from Wells Fargo Bank 0 0 0 $ 317,456 (d),(e) 317,456
Investment securities sold 0 0 10,120,572 10,120,572
Organization expenses, net of
amortization 1,823 1,824 24,215 $ (3,647)(d) 24,215
Prepaid expenses 15,472 12,045 8,496 36,013
Total Assets 35,854,065 83,647,266 55,258,893 175,074,033
LIABILITIES
Investment securities purchased 3,301 62,740 15,010,547 15,076,588
Distribution to shareholders 171,422 402,085 182,806 756,313
Fund shares redeemed 0 0 0 0
Due to sponsor and distributor 13,800 32,536 3,183 49,519
Due to adviser 31,458 35,767 36,170 103,395
Other 78,613 266,447 98,029 443,089
Total Liabilities 298,594 799,575 15,330,735 16,428,904
TOTAL NET ASSETS $35,555,471 $82,847,691 $39,928,158 $158,645,129
NET ASSETS CONSIST OF:
Paid-in capital - Class A/Investor 14,569,109 14,008,728 41,365,185 69,943,022
Paid-in capital - Institutional Class 20,314,793 77,452,225 0 97,767,018
Undistributed net investment income(loss) 0 (274,091) 0 $ 313,809 (e) 39,718
Undistributed net realized
gain/(loss) on investments 19,582 (10,741,289) (2,218,051) (12,939,758)
Net unrealized appreciation
(depreciation) on investments 651,987 2,402,118 781,024 3,835,129
TOTAL NET ASSETS $35,555,471 $82,847,691 $39,928,158 $158,645,129
as xx
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Class A/Investor $14,850,021 $12,689,467 $39,928,158 $ 133,719 (e) $ 67,601,365
Shares outstanding - Class A/Investor 955,411 1,264,300 3,994,452 545,974 (a) 6,760,137
Net asset value per share - Class A/
Investor $15.54 $10.04 $10.00 $ 10.00
Maximum offering price per share -
Class A/Investor $16.02 $10.51 $10.31 $ 10.31
Net Assets - Institutional $20,705,451 $70,158,223 $ 180,090 (e) $ 91,043,764
Shares outstanding - Institutional 1,331,238 6,989,843 783,295 (a),(c) 9,104,376
Net asset value and offering c
price per share - Institutional $15.55 $10.04 $ 10.00
INVESTMENTS AT COST $34,456,017 $79,698,629 $43,612,043 $157,766,689
</TABLE>
See accompanying notes to pro forma financial statements
<PAGE> 240
Stagecoach Funds - Short-Intermediate Government Income Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Short-Intermediate
Pacifica Stagecoach U.S. Government
Short-Term Pacifica Short-Intermediate Income Fund
Government Government U.S. Government Pro Forma Pro Forma
Bond Fund Income Fund Income Fund Adjustments Combined
----------- ----------- ------------------ ----------- ------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Investment Income $2,567,792 $ 6,279,585 $1,323,136 $10,170,513
Expenses:
Advisory fees 204,875 463,350 116,628 $ (76,487)(b) 708,366
Administration fees 29,855 175,509 6,998 $ (169,860)(b) 42,502
Custody fees 12,977 47,512 7,673 $ (44,503)(b) 23,659
Shareholder servicing fees 2,497 25,219 70,914 $ 326,390 (b) 425,020
Portfolio accounting fees 47,579 33,326 44,207 $ (34,526)(b) 90,586
Transfer agency fees 57,734 6,267 16,846 80,847
Distribution fees 4,962 67,520 8,986 81,468
Amortization of organization expenses 17,069 5,523 8,244 $ 3,647 (b) 34,483
Legal and audit fees 24,385 30,431 26,620 $ (38,371)(b) 43,065
Registration fees 19,080 7,233 29,743 $ (21,050)(b) 35,006
Directors' fees 2,703 7,538 5,935 $ (8,193)(b) 7,983
Shareholder reports 17,005 18,024 5,000 $ (28,023)(b) 12,006
Other 1,793 19,053 0 20,846
TOTAL EXPENSES 442,514 906,505 347,794 $ (90,976) 1,605,837
Less:
Waived fees (162,807) (14,436) (199,881) $ 90,976 (286,148)
Additional waived fees $ (313,809)(e) (313,809)
NET EXPENSES 279,707 892,069 147,913 1,005,880
NET INVESTMENT INCOME 2,288,085 5,387,516 1,175,223 9,164,633
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale on
invesments (145,115) (170,516) (1,740,504) (2,056,135)
Net change in unrealized appreciation
(depreciation) of investments 1,620,531 7,824,314 1,047,532 10,492,377
NET GAIN (LOSS) ON INVESTMENTS 1,475,416 7,653,798 (692,972) 8,436,242
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $3,763,501 $13,041,314 $ 482,251 $17,600,875
</TABLE>
See accompanying notes to pro forma financial statements
(a) Reflects new shares issued, net of retired shares of respective Pacifica
funds.
(b) Reflects adjustment in expenses due to elimination of duplicate services or
effect of proposed contract rate.
(c) The Institutional shares net asset value per share has been presented to be
the same as Class A.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from the Pacifica funds.
(e) Wells Fargo Bank would have waived an additional amount of expenses to keep
the pro forma combined fund at the current Stagecoach fund expense limit.
<PAGE> 241
Stagecoach Funds - California Tax-Free Income Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Pacifica Stagecoach Income Fund
Short Term California California Tax-Free Pro Forma Pro Forma
Tax-Exempt Fund Income Fund Adjustments Combined
--------------------- -------------------- --------- --------------------
<S> <C> <C> <C> <C>
ASSETS
Investments in securities $19,054,154 $79,665,701 $98,719,855
Cash 57,489 422 57,911
Receivables: 0
Dividends and interest 369,052 846,240 1,215,292
Fund shares sold 0 0 0
Investment securities sold 0 0 0
Due from management company 36,903 0 36,903
Due from Wells Fargo Bank 0 0 $ 85,465 (d),(e) 85,465
Organization expenses, net of amortization 57,752 15,380 $ (57,752)(d) 15,380
Prepaid expenses 1,304 1,748 3,052
Total Assets 19,576,654 80,529,491 100,133,858
LIABILITIES
Investment securities purchased 0 2,231,926 2,231,926
Distribution to shareholders 67,584 234,694 302,278
Fund shares redeemed 0 0 0
Due to sponsor and distributor 6,591 18,625 25,216
Due to adviser 15,482 54,519 70,001
Other 111,117 24,291 135,408
Total Liabilities 200,774 2,564,055 2,764,829
TOTAL NET ASSETS $19,375,880 $77,965,436 $97,369,029
NET ASSETS CONSIST OF:
Paid-in capital - Class A/Investor 6,291,025 77,408,542 83,699,567
Paid-in capital - Institutional Class 12,943,985 0 12,943,985
Undistributed net investment income 0 0 $ 27,713 (e) 27,713
Undistributed net realized loss on investment (107,514) (172,071) (279,585)
Net unrealized appreciation
(depreciation) on investments 248,384 728,965 977,349
TOTAL NET ASSETS $19,375,880 $77,965,436 $97,369,029
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Class A/Investor $6,337,098 $77,965,436 $ 24,000 (e) $84,326,534
Shares outstanding - Class A/Investor 622,865 7,536,445 (14,138)(a) 8,145,172
Net asset value per share - Class A/Investor $10.17 $ 10.35 $ 10.35
Maximum offering price per share - Class A/In $10.17 $ 10.67 $ 10.67
Net Assets - Institutional $13,038,782 $ 3,713 (e) $13,042,495
Shares outstanding - Institutional 1,281,593 (21,807)(a),(c) 1,259,786
Net asset value and offering
price per share - Institutional $10.17 $ 10.35
INVESTMENTS AT COST $18,805,770 $78,936,736 $97,742,506
</TABLE>
See accompanying notes to pro forma financial statements
<PAGE> 242
Stagecoach Funds - California Tax-Free Income Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Pacifica Stagecoach Income Fund
Short Term California California Tax-Free Pro Forma Pro Forma
Tax-Exempt Fund Income Fund Adjustments Combined
--------------------- ------------------- ----------- --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Investment Income $ 1,092,198 $ 2,414,748 $ 3,506,946
Expenses:
Advisory fees 79,332 267,645 $ 26,839 (b) 373,816
Administration fees 43,081 16,793 $(37,445)(b) 22,429
Custody fees 17,672 10,407 $(15,594)(b) 12,485
Shareholder servicing fees 16,617 166,349 $ 41,323 (b) 224,289
Portfolio accounting fees 32,464 61,353 $(24,959)(b) 68,858
Transfer agency fees 6,257 45,280 51,537
Distribution fees 13,235 27,725 40,960
Amortization of organization expenses 8,612 8,399 $ 57,752 (b) 74,763
Legal and audit fees 27,186 22,521 $(19,030)(b) 30,677
Registration fees 8,026 19,998 $ (6,421)(b) 21,603
Directors' fees 7,538 5,000 $ (6,030)(b) 6,508
Shareholder reports 12,115 14,015 $ (9,692)(b) 16,438
Other 14,542 9,501 24,043
TOTAL EXPENSES 286,677 674,986 $ 6,743 968,406
Less:
Waived fees (133,587) (314,402) $ (6,743) (454,732)
Additional waived fees $(27,713)(e) (27,713)
NET EXPENSES 153,090 360,584 485,961
NET INVESTMENT INCOME 939,108 2,054,164 3,020,985
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale on investments 171,923 (43,204) 128,719
Net change in unrealized appreciation
(depreciation) of investments 566,204 2,645,684 3,211,888
NET GAIN ON INVESTMENTS 738,127 2,602,480 3,340,607
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 1,677,235 $ 4,656,644 $ 6,333,879
</TABLE>
See accompanying notes to pro forma financial statements
(a) Reflects new shares issued, net of retired shares of respective Pacifica
funds.
(b) Reflects adjustment in expenses due to elimination of duplicate services or
effect of proposed contract rate.
(c) The Institutional shares net asset value per share has been presented to be
the same as Class A.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from the Pacifica funds.
(e) Wells Fargo Bank would have waived an additional amount of expenses to keep
the pro forma combined fund at the current Stagecoach fund expe
<PAGE> 243
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Pacifica Stagecoach Bond Fund
California California Tax-Free Pro Forma Pro Forma
Tax-Exempt Fund Bond Fund Adjustments Combined
-------------- -------------------- ----------- -------------------
<S> <C> <C> <C> <C>
ASSETS
Investments in securities $162,811,865 $323,383,970 $ 486,195,835
Cash 19,200 571 19,771
Receivables: 0
Dividends and interest 2,631,401 5,062,746 7,694,147
Fund shares sold 1,735 187,000 188,735
Investment securities sold 0 201,947 201,947
Due from management company 0 0 0
Due from Wells Fargo Bank 0 0 $474,409 (d),(e) 474,409
Reserve premium 6,554 0 6,554
Organization expenses, net of amortization 12,668 5,743 $(12,668)(d) 5,743
Prepaid expenses 9,799 4,423 14,222
Total Assets 165,493,222 328,846,400 494,801,363
LIABILITIES
Investment securities purchased 4,963 3,563,763 3,568,726
Distribution to shareholders 656,952 1,322,674 1,979,626
Fund shares redeemed 0 0 0
Due to sponsor and distributor 63,390 295,317 358,707
Due to adviser 30,256 284,572 314,828
Other 381,966 47,120 429,086
Total Liabilities 1,137,527 5,513,446 6,650,973
TOTAL NET ASSETS $164,355,695 $323,332,954 $ 488,150,390
NET ASSETS CONSIST OF:
Paid-in capital - Class A/Investor 38,766,815 289,034,395 327,801,210
Paid-in capital - Class B 0 25,836,476 25,836,476
Paid-in capital - Institutional Class 116,300,444 116,300,444
Undistributed net investment income (7,095) 0 $ 461,741 (e) 454,646
Undistributed net realized
gain/(loss) on investments (2,083,595) (5,451,052) (7,534,647)
Net unrealized appreciation 0
(depreciation) on investments 11,379,126 13,913,135 25,292,261
TOTAL NET ASSETS $164,355,695 $323,332,954 $ 488,150,390
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net Assets - Class A/Investor $41,601,677 $296,416,508 $320,037 (e) $ 338,338,222
Shares outstanding - Class A/Investor 3,772,653 26,827,384 30,600,037
Net asset value per share - Class A/Investor $11.03 $ 11.05 $ 11.06
Maximum offering price per share - Class A/
Investor $11.57 $ 11.57 $ 11.57
Net Assets - Class B $ 26,916,446 $ 25,484 (e) $ 26,941,930
Shares outstanding - Class B 2,389,620 2,389,620
Net asset value and offering price
per share - Class B $ 11.26 $ 11.27
Net Assets - Institutional $122,754,017 $116,220 (e) $ 122,870,237
Shares outstanding - Institutional 11,131,920 (22,959)(a),(c) 11,108,961
Net asset value and offering price
per share - Institutional $ 11.03 $ 11.06
INVESTMENTS AT COST $151,432,739 $309,470,835 $ 460,903,574
</TABLE>
See accompanying notes to pro forma financial statements
<PAGE> 244
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Stagecoach California Tax-Free
Pacifica California Bond Fund
California Tax-Free Pro Forma Pro Forma
Tax-Exempt Fund Bond Fund Adjustments Combined
--------------- ---------- ------------------ --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Investment Income $ 9,846,511 $18,157,370 $28,003,881
Expenses:
Advisory fees 835,130 1,542,893 $ (9,835)(b) 2,368,188
Administration fees 311,429 93,013 $(262,351)(b) 142,091
Custody fees 63,165 55,013 $ (39,081)(b) 79,097
Shareholder servicing fees 54,761 930,128 $ 436,024 (b) 1,420,913
Portfolio accounting fees 89,014 123,508 $ (46,431)(b) 166,091
Transfer agency fees 50,162 183,849 234,011
Distribution fees 101,657 231,192 332,849
Amortization of organization expenses 14,715 5,872 $ 12,668 (b) 33,255
Legal and audit fees 34,242 56,475 $ (23,969)(b) 66,748
Registration fees 14,947 43,357 $ (11,958)(b) 46,346
Directors' fees 7,713 5,000 $ (6,170)(b) 6,543
Shareholder reports 25,155 59,999 $ (20,124)(b) 65,030
Other 18,611 77,451 96,062
TOTAL EXPENSES 1,620,701 3,407,750 $ 28,774 5,057,225
Less:
Waived fees (113,118) (1,232,856) $ (28,774) (1,374,748)
Additional waived fees 0.00 0.00 $(461,741)(e) (461,741)
NET EXPENSES 1,507,583 2,174,894 3,220,736
NET INVESTMENT INCOME 8,338,928 15,982,476 24,783,145
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain (loss) on sale on investments (1,972,584) 591,815 (1,380,769)
Net change in unrealized appreciation
(depreciation) of investments 18,695,106 35,434,462 54,129,568
NET GAIN ON INVESTMENTS 16,722,522 36,026,277 52,748,799
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 25,061,450 $52,008,753 $77,070,203
</TABLE>
See accompanying notes to pro forma financial statements
(a) Reflects new shares issued, net of retired shares of respective Pacifica
funds.
(b) Reflects adjustment in expenses due to elimination of duplicate services or
effect of proposed contract rate.
(c) The Institutional shares net asset value per share has been presented to be
the same as Class A.
(d) Wells Fargo Bank will absorb the balance of unamortized organizational
costs from the Pacifica funds.
(e) Wells Fargo Bank would have waived an additional amount of expenses to keep
the pro forma combined fund at the current Stagecoach fund expense limit.
<PAGE> 245
PACIFICA FUNDS TRUST
AND
STAGECOACH FUNDS, INC.
Notes to Pro Forma Financial Statements (Unaudited)
1. BASIS OF COMBINATION
The accompanying unaudited pro forma combining Portfolio of Investments and
Statement of Assets and Liabilities and the Statement of Operations reflect the
accounts of Pacifica Funds Trust (the "Trust") and Stagecoach Funds, Inc.
("Stagecoach") for the year ended December 31, 1995. These statements have
been derived from the annual reports of Stagecoach and the underlying
accounting records of the Trust that were utilized in calculating the daily net
asset values for the year ended December 31, 1995.
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities as follows:
<TABLE>
<CAPTION>
EXISTING EXISTING
PACIFICA FUND STAGECOACH FUND NEW FUND
- ------------- --------------- --------
<S> <C> <C>
Intermediate Government Bond Ginnie Mae Stagecoach Ginnie Mae
Short-Term Government Bond Stagecoach Short-
Government Income Short-Intermediate Government Intermediate Government Income
Stagecoach California
Short California Tax-Exempt California Tax-Free Income Tax-Free Income
California Tax-Exempt California Tax-Free Bond Stagecoach California
Tax-Free Bond
</TABLE>
However, it is possible that either the Pacifica Short-Term Government Bond
Fund or the Pacifica Government Income Fund may not approve the merger into the
Stagecoach Short-Intermediate Government Income Fund. The accompanying Pro
Forma Combining Selected Financial Highlights for Stagecoach Funds, Inc.
Short-Intermediate Government Income Fund presents combining pro forma total
return and expense ratio information for historical periods under all possible
combination scenarios.
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity and the
results of operations of the Trust for pre-combination periods will not be
restated. The pro forma statements do not reflect the expenses of either fund
in carrying out its obligations under the proposed Agreement and Plan of
Reorganization.
The Pro Forma Combining Portfolio of Investments and Statement of Assets and
Liabilities and the Statement of Operations should be read in conjunction with
the historical financial statements of the funds incorporated by reference in
the Statement of Additional Information.
For the year ended December 31, 1995, the pro forma adjusted investment
advisory fee for Stagecoach, with the exception of the Ginnie Mae Fund, was
computed based on the annual rate of .50% of the average daily net assets. The
Ginnie Mae Fund's advisory fee is calculated at an annual rate of .50% for the
first $250 million in net assets, .40% for the second $250 million and .30% on
the balance over $500 million in net assets.
The pro forma adjusted administration fee for the year ended December 31, 1995
was computed based on the annual rate of .03% of average daily net assets of
the each Stagecoach fund.
Stagecoach Funds, Inc. has adopted a distribution plan pursuant to Rule 12b-1
under the 1940 Act for each of the funds, whereby the fund may defray all or
part of the cost of preparing, printing and distributing prospectuses and other
promotional materials by paying on an annual basis up to .05% of the fund's
average daily net assets for Class A shares and .70% on Class B shares for
costs incurred.
The pro forma adjustments to custodian, accounting, transfer agent, legal and
auditing, registration and directors fees reflect the estimated differences
resulting from the single surviving entity having a greater level of net assets
and number of shareholders and savings due to economies of scale and decreases
in certain expenses duplicated between the funds.
<PAGE> 246
2. PORTFOLIO VALUATION
Investments in securities in the pro forma financial statements are valued in
accordance with their respective prospectuses.
3. CAPITAL SHARES
The pro forma combining statement of assets and liabilities assumes the
issuance or reduction of shares of each of the funds merging into existing
Stagecoach funds if the reorganization had taken place on December 31, 1995,
and is based on the net asset value of the surviving entity for accounting
purposes. The pro forma number of shares of each of those reorganizations is
as follows:
<TABLE>
<CAPTION>
Pro Forma Pro Forma Pro Forma
Shares Outstanding Shares Outstanding Shares Outstanding
Fund Class A Class B Institutional Class
- ---- ------- ------- -------------------
<S> <C> <C> <C>
Stagecoach Ginnie Mae 16,624,405 1,114,541 593,231
Stagecoach Short-Intermediate
U.S. Government Income 6,746,765 0 9,086,367
Stagecoach California Tax-Free
Income 8,145,172 0 1,259,786
Stagecoach California Tax-Free
Bond 30,600,037 2,389,620 11,108,961
</TABLE>
4. INVESTMENT OBJECTIVES AND POLICIES
These statements do not reflect the effects of the proposed differing
investment objectives and policies of Stagecoach and the Trust.
<PAGE> 247
STAGECOACH FUNDS, INC. SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND PRO FORMA
COMBINING SELECTED FINANCIAL HIGHLIGHTS (UNAUDITED)
As discussed in Note 1 to the pro forma Combining Financial Statements, it is
possible that either the Pacifica Short-Term Government Bond Fund or the
Pacifica Government-Income Fund may not approve the merger, in which case the
resulting Stagecoach Funds, Inc. Short-Intermediate U.S. Government Income Fund
will be comprised only of the fund or funds that approve the merger. Presented
below is the combining pro forma total return and expense ratio information for
historical periods under all possible combinations.
The pro forma expense ratio information has been derived from the various Funds'
most recent audited financial statements and has been combined using the basis
of dollar weighted averages. The pro forma total return information has been
presented as of December 31 for each of the years presented and combined on the
same dollar weighted averages applied to the pro forma expense ratios. Pro
forma total return is based on the change in net asset value during the period,
assumes reinvestment of distributions at actual reinvestment prices and does not
reflect a sales charge. The combining pro forma total returns were computed
assuming the applicable Funds had been combined for the current pro forma fiscal
year end December 31, 1995 and the prior two years ended December 31.
PRO FORMA SELECTED FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
1995 1994 1993
--------------------------
<S> <C> <C> <C>
Scenario 1 - Combine Stagecoach Short-Intermediate U.S. Government Income Fund,
Pacifica Short-Term Government Bond Fund and Pacifica Government Income Fund
Ratio of expenses:
before waivers and reimbursements 1.15% 1.06% 0.99%
after waivers and reimbursements 0.89% 0.85% 0.81%
Total return 13.19% -4.56% 8.03%
Scenario 2 - Combine Pacifica Short-Term Government Bond Fund and Stagecoach
Short-Intermediate Government Income Fund
Ratio of expenses:
before waivers and reimbursements 1.39% 1.26% 1.12%
after waivers and reimbursements 0.73% 0.65% 0.71%
Total return 10.41% 0.15% 4.37%
Scenario 3 - Combine Pacifica Government Income Fund and Stagecoach
Short-Intermediate Government Income Fund
Ratio of expenses:
before waivers and reimbursements 1.12% 1.07% 0.95%
after waivers and reimbursements 0.94% 0.88% 0.85%
Total return 14.48% -6.43% 9.30%
</TABLE>
<PAGE> 248
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR
STAGECOACH CALIFORNIA TAX-FREE BOND FUND
AND PACIFICA THE CALIFORNIA TAX-EXEMPT FUND (a)
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
(Percentages of each pro forma combined market value by investment category relate to total pro forma combined net assets)
CALIFORNIA MUNICIPAL BONDS 96.69%
$3,000,000 ABAG Finance Authority for Nonprofit Corp CA Stanford
University Hospital 5.50 11/01/2013 $0 $2,972,040 $2,972,040
1,000,000 Alameda CA USD AMBAC Insured 5.95 07/01/2009 0 1,058,850 1,058,850
1,000,000 Alameda CA USD AMBAC Insured 6.05 07/01/2011 0 1,062,140 1,062,140
5,000,000 Alameda CA USD MBIA Insured 5.70 12/01/2014 0 5,099,700 5,099,700
2,000,000 Alameda County CA Capital Projects 6.25 06/01/2006 2,136,032 0 2,136,032
1,000,000 Alameda County CA Public Facilities Corp COP 6.25 06/01/2006 0 1,059,690 1,059,690
3,620,000 Antioch CA Public FA Water Revenue Water Treatment
Plant Project MBIA Insured 5.63 07/01/2014 0 3,677,739 3,677,739
1,330,000 Arcadia CA USD Capital Appreciation Series A MBIA
Insured 6.45* 09/01/2006 0 790,592 790,592
1,430,000 Arcadia CA USD Capital Appreciation Series A MBIA
Insured 6.41* 09/01/2007 0 795,895 795,895
250,000 Bakersfield CA City School District Series D FGIC
Insured 6.60 08/01/2016 0 273,108 273,108
120,000 Belmont CA RDFA Tax Allocation Los Costanos Community
Development Series A 6.00 08/01/2004 0 127,024 127,024
180,000 Belmont CA RDFA Tax Allocation Los Costanos Community
Development Series A 6.05 08/01/2005 0 189,936 189,936
250,000 Big Bear Lake CA Water Revenue FGIC Insured 6.25 04/01/2012 0 267,545 267,545
2,545,000 Bonita CA USD COP MBIA Insured 5.63 05/01/2010 0 2,633,337 2,633,337
100,000 Burbank CA Public Service Department Revenue Series A 4.60 06/01/2000 101,515 0 101,515
1,300,000 Burbank Glendale Pasadena Airport Authority CA
Airport Revenue AMBAC Insured 6.40 06/01/2010 0 1,391,897 1,391,897
100,000 California State Central School District Series B 5.00 08/01/2006 101,002 0 101,002
5,000,000 California State DWR Central Valley Project Revenue
Project J 6.00 12/01/2007 5,506,220 0 5,506,220
400,000 California State DWR Central Valley Project Revenue
Series F 6.00 12/01/2011 0 407,492 407,492
1,830,000 California State DWR Central Valley Project Revenue
Series L 5.75 12/01/2013 0 1,884,369 1,884,369
1,000,000 California State DWR Central Valley Project Revenue
Series L 5.75 12/01/2014 0 1,029,710 1,029,710
680,000 California State EDFA Revenue Mills College 6.70 09/01/2005 0 760,220 760,220
50,000 California State EDFA Revenue Pomona College 6.13 02/15/2008 0 53,625 53,625
</TABLE>
<PAGE> 249
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2,000,000 California State EDFA Revenue Pooled College &
University Financing Series 6.13 06/01/2009 2,042,934 0 2,042,934
4,435,000 California State EDFA Revenue St Mary's College 4.75 10/01/20 0 3,938,324 3,938,324
750,000 California State EDFA Revenue University of San Diego
Project 6.50 10/01/2008 0 820,703 820,703
1,000,000 California State EDFA Revenue University of San
Francisco 6.30 10/01/2007 0 1,088,970 1,088,970
1,000,000 California State GO 4.75 09/01/2011 0 929,320 929,320
1,000,000 California State GO 6.70 02/01/2004 1,128,218 0 1,128,218
1,000,000 California State GO 6.80 11/01/2001 1,121,230 0 1,121,230
1,000,000 California State GO 7.00 03/01/2003 1,140,537 0 1,140,537
3,000,000 California State GO AMBAC Insured 5.75 03/01/2015 3,104,796 0 3,104,796
3,000,000 California State GO MBIA Insured 6.00 10/01/2010 3,264,285 0 3,264,285
50,000 California State HFA Home Mortgage Revenue Series B
FHA Collateralized 6.90 08/01/2016 0 51,294 51,294
200,000 California State HFA Home Mortgage Revenue Series B
MBIA Insured 6.90 08/01/2016 0 205,164 205,164
300,000 California State HFA Home Mortgage Revenue Series G
AMT Multiple Credit Enhancements 6.95 08/01/2011 0 323,256 323,256
500,000 California State HFA Home Multi Unit Rental Mortgage
Revenue Series B-II 6.70 08/01/2015 0 531,215 531,215
500,000 California State HFA Home Multi-Unit Rental Mortgage
Revenue Series C-II AMT 6.85 08/01/2015 0 531,015 531,015
1,250,000 California State HFA Multi-Unit Rental Housing
Revenue Series A AMT 5.50 08/01/2015 0 1,197,613 1,197,613
1,000,000 California State HFFA Episcopal Homes CMI Insured 7.30 07/01/2000 1,027,119 0 1,027,119
1,500,000 California State HFFA Revenue Kaiser Permanente
Series A 6.25 03/01/2021 0 1,573,710 1,573,710
1,000,000 California State HFFA Revenue Kaiser Permanente
Series A 6.50 03/01/2011 0 1,052,890 1,052,890
600,000 California State HFFA Revenue Small Insured Health
Facilities Series A 6.70 03/01/2011 0 642,684 642,684
1,000,000 California State HFFA San Diego Hospital Association
MBIA Insured 6.20 08/01/2012 0 1,058,660 1,058,660
1,795,000 California State HFFA Scripps Memorial Hospital
Series A MBIA Insured 6.25 10/01/2013 0 1,897,369 1,897,369
</TABLE>
<PAGE> 250
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2,500,000 California State PCFA Pacific Gas & Electric Co AMT 6.35 06/01/2009 0 2,659,800 2,659,800
1,445,000 California State PCFA Pacific Gas & Electric Co AMT 6.63 06/01/2009 0 1,560,759 1,560,759
2,000,000 California State Public Works Board Community
Colleges Series A 6.63 09/01/2007 2,187,316 0 2,187,316
3,000,000 California State Public Works Board Lease Revenue
Department of Corrections Series A 6.40 11/01/2010 3,308,385 0 3,308,385
1,000,000 California State Public Works Board Lease Revenue
University Of California Project Series A AMBAC 6.00 12/01/2012 0 1,050,060 1,050,060
1,755,000 California State Public Works Board Lease Revenue
University Of California Project Series A AMBAC Insured 6.30 12/01/2009 0 1,900,981 1,900,981
500,000 California State Special Districts Finance Authority
COP Series A 8.50 07/01/2018 547,459 0 547,459
1,500,000 California Statewide CDA Lease Revenue Oakland
Convention Centers Project AMBAC Insured 5.50 10/01/2014 0 1,504,680 1,504,680
6,800,000 California Statewide CDA Lease Revenue Oakland
Convention Centers Project AMBAC Insured 6.00 10/01/2010 0 7,208,340 7,208,340
1,000,000 California Statewide CDA Motion Picture and
Television Development AMBAC Insured 5.20 01/01/2011 0 991,550 991,550
1,750,000 California Statewide CDA Motion Picture and
Television Development AMBAC Insured 5.25 01/01/2012 0 1,734,705 1,734,705
500,000 California Statewide CDA Revenue COP Health
Facilities Barton Memorial Hospital LOC - Banque
Nationale de Paris 6.40 12/01/2005 0 537,760 537,760
1,810,000 California Statewide CDA Revenue COP Hospital Cedars
Sinai Medical Center 6.50 08/01/2012 0 1,996,394 1,996,394
1,500,000 California Statewide CDA Revenue COP Sutter Health
Obligated Group AMBAC Insured 6.00 08/15/2009 0 1,578,360 1,578,360
1,935,000 California Statewide CDA Water Revenue Series A 6.00 07/01/2010 0 2,033,298 2,033,298
200,000 Capitol Area Development Authority Sacramento CA
Lease Revenue Series A MBIA Insured 6.50 04/01/2012 0 217,796 217,796
300,000 Center CA USD Series A MBIA Insured 6.63 09/01/2017 0 325,269 325,269
1,500,000 Cerritos CA PFA Redevelopment Los Cerritos
Redevelopment Project Revenue 6.05 11/01/2020 0 1,521,270 1,521,270
1,800,000 Chino Basin California Municipal Water District AMBAC
Insured 6.00 08/01/2016 1,883,176 0 1,883,176
595,000 Chula Vista CA COP Town Centre II Package Project RDA 5.80 09/01/2005 0 620,127 620,127
</TABLE>
<PAGE> 251
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
400,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/2007 0 418,264 418,264
735,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/2008 0 762,945 762,945
820,000 Chula Vista CA COP Town Centre II Package Project
Redevelopment Agency 6.00 09/01/2010 0 848,060 848,060
2,000,000 Coachella CA Water Revenue COP FSA Insured 6.10 03/01/2022 0 2,092,740 2,092,740
1,000,000 Coachella Valley CA Water District Improvement
District 71 Storm Water District Flood Control 6.60 10/01/2006 0 1,086,720 1,086,720
985,000 Coachella Valley CA Water District Improvement
District Seven Storm Water District Flood Control Project 6.45 10/01/2005 0 1,069,749 1,069,749
2,500,000 Concord CA RDFA Tax Allocation 5.75 07/01/2010 0 2,451,125 2,451,125
2,000,000 Contra Costa CA Transportation Authority Sales Tax
Revenue Series A 6.50 03/01/2009 2,280,508 0 2,280,508
2,505,000 Contra Costa CA Water Treatment Revenue Series A FGIC
Insured 5.70 10/01/2012 2,579,541 0 2,579,541
3,240,000 Contra Costa CA Water Treatment Revenue Series A FGIC
Insured 6.00 10/01/2013 3,415,488 0 3,415,488
1,000,000 Contra Costa County CA COP AMBAC Insured 7.75 06/01/2003 1,137,283 0 1,137,283
1,500,000 Contra Costa County CA COP Public Facilities
Merrithew Memorial Hospital Replacement 6.60 11/01/2012 0 1,604,820 1,604,820
1,000,000 Contra Costa County CA Water Treatment Revenue Series
A FGIC Insured 5.60 10/01/2010 0 1,028,590 1,028,590
1,045,000 Corona CA PFA Public Improvement Revenue 5.95 07/01/2007 0 1,049,943 1,049,943
1,075,000 Cotati CA Facilities Financing Authority Tax
Allocation Series A 5.60 09/01/2012 0 1,040,751 1,040,751
1,250,000 Cucamonga County CA Water District COP Refinancing
Facilities FGIC Insured 6.30 09/01/2012 0 1,338,775 1,338,775
15,000 Culver City CA RDFA AMBAC Insured 6.75 11/01/2015 0 16,140 16,140
5,000,000 Cupertino CA Series A AMBAC Insured 5.75 07/01/2016 0 5,087,800 5,087,800
1,450,000 Cupertino CA Series B 6.25 07/01/2010 0 1,512,176 1,512,176
1,045,000 Danville CA Improvement Board Sycamore Valley
Reassessment District 93-2 5.90 09/02/2005 0 1,073,539 1,073,539
1,855,000 Duarte CA COP City of Hope National Medical Center 6.13 04/01/2013 0 1,850,789 1,850,789
4,685,000 East Bay CA MUD Wastewater Treatment System Revenue 6.00 06/01/2012 0 4,938,740 4,938,740
</TABLE>
<PAGE> 252
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,500,000 East Bay CA MUD Wastewater Treatment System Revenue
AMBAC Insured 6.00 06/01/2009 0 1,592,580 1,592,580
3,195,000 East Bay CA Regional Park District Series B 5.75 09/01/2014 0 3,249,986 3,249,986
1,850,000 East Bay CA Regional Park District Series B 6.38 09/01/2010 0 1,991,192 1,991,192
1,000,000 East Bay California MUD FGIC Insured 6.00 06/01/2012 1,045,629 0 1,045,629
2,025,000 East Bay California Regional Park District Series B 6.38 09/01/2011 2,152,103 0 2,152,103
495,000 Eastern Municipal Water District CA Water & Sewer
Revenue Certificates FGIC Insured 6.30 07/01/2020 0 519,720 519,720
5,000,000 Elsinore Valley CA Municipal Water District COP
Series A FGIC Insured 5.75 07/01/2019 0 5,104,800 5,104,800
1,000,000 Elsinore Valley CA Municipal Water District COP
Series A FGIC Insured 6.00 07/01/2012 0 1,084,290 1,084,290
1,045,000 Emeryville CA HFA 6.20 09/01/2015 0 1,074,803 1,074,803
3,000,000 Emeryville CA PFA Housing Increment Revenue Series A 6.35 05/01/2010 0 3,147,990 3,147,990
1,000,000 Encina CA Joint Power Authority Wastewater Revenue
AMBAC Insured 6.65 08/01/2002 1,098,368 0 1,098,368
2,000,000 Escondido CA PFA Lease Revenue Escondido Civic Center
Project Series B AMBAC Insured 6.13 09/01/2011 0 2,205,180 2,205,180
1,200,000 Escondido CA USD COP Series A 5.90 07/01/2011 0 1,200,216 1,200,216
1,110,000 Folsom CA PFA Revenue AMBAC Insured 6.00 10/01/2012 0 1,168,652 1,168,652
1,000,000 Foothill CA De Anza Community College Connie Lee
Insured 5.25 09/01/2021 0 957,880 957,880
1,000,000 Foster City CA PFA 6.00 09/01/2013 0 1,012,800 1,012,800
1,270,000 Fremont CA USD Alameda County Series E FGIC
Insured 5.90 09/01/2015 0 1,331,684 1,331,684
2,000,000 Fresno CA Joint Powers Financing Authority Street
Light Acquisition Project Series A 5.50 08/01/2012 0 1,961,160 1,961,160
3,000,000 Fresno CA Water System Revenue FGIC Insured 6.00 06/01/2016 3,135,381 0 3,135,381
1,500,000 Glendale CA RDFA Tax Allocation Revenue AMBAC
Insured 5.50 12/01/2009 0 1,536,045 1,536,045
1,000,000 Glendale CA RDFA Tax Allocation Revenue AMBAC
Insured 5.50 12/01/2011 0 1,020,140 1,020,140
50,000 Goleta CA Water District Revenue Reclamation
Project 5.00 12/01/2002 51,681 0 51,681
50,000 Hayward CA COP Capital Improvement Projects 6.80 08/01/2017 0 52,191 52,191
575,000 Huntington Beach CA PFA Revenue Bond 6.55 08/01/2001 0 567,462 567,462
</TABLE>
<PAGE> 253
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,000,000 Indian Wells CA RDFA Tax Allocation Whitewater
Project MBIA Insured 6.00 12/01/2014 0 1,046,440 1,046,440
1,000,000 Industry CA GO MBIA Insured 5.50 07/01/2011 0 1,025,850 1,025,850
200,000 Industry CA Urban Development Agency 6.85 11/01/2004 0 218,482 218,482
1,270,000 Industry CA Urban Development Agency Tax Allocation
MBIA Insured 5.80 05/01/2009 0 1,322,540 1,322,540
1,000,000 Industry CA Urban Development Agency Tax Allocation
MBIA Insured 6.00 05/01/2015 0 1,046,430 1,046,430
1,350,000 Jackson CA COP Water System Acquisition Project 6.80 09/01/2023 0 1,401,948 1,401,948
270,000 Jamul-Dulzura CA USD 6.40 08/01/2016 0 285,560 285,560
2,000,000 Kern CA High School District Series D 5.60 08/01/2012 2,038,522 0 2,038,522
1,185,000 La Verne CA COP Capital Improvements Projects 5.70 06/01/2015 0 1,164,322 1,164,322
500,000 Lemon Grove CA CDA Lemon Grove Redevelopment
Project 6.65 08/01/2006 0 531,560 531,560
3,000,000 Long Beach CA Financing Authority Revenue AMBAC
Insured 6.00 11/01/2008 3,302,457 0 3,302,457
300,000 Long Beach CA Harbor Revenue Series A AMT 7.25 05/15/2019 0 324,810 324,810
1,000,000 Long Beach CA USD 6.20 12/01/2007 0 1,078,010 1,078,010
2,000,000 Long Beach CA Water Revenue District 6.00 05/01/2014 2,106,916 0 2,106,916
1,000,000 Long Beach CA Water Revenue District 6.13 05/01/2019 1,054,765 0 1,054,765
1,000,000 Los Angeles CA Adult and Juvenile Detention
Center 7.50 06/01/2001 1,150,130 0 1,150,130
1,500,000 Los Angeles CA Airport Revenue Series C 7.00 05/01/2005 1,589,486 0 1,589,486
1,000,000 Los Angeles CA Community College District COP Series
A CGIC Insured 5.90 08/15/2007 0 1,065,020 1,065,020
100,000 Los Angeles CA DW&P Electric and Waterworks Revenue 4.50 08/15/2003 99,549 0 99,549
2,945,000 Los Angeles CA DW&P Electric and Waterworks Revenue 5.70 09/01/2011 3,039,755 0 3,039,755
1,750,000 Los Angeles CA DW&P Electric Plant Revenue 5.70 09/01/2011 0 1,781,938 1,781,938
200,000 Los Angeles CA DW&P Electric Plant Revenue 6.38 02/01/2020 0 213,012 213,012
2,000,000 Los Angeles CA DW&P Electric Plant Revenue Second
Issue 5.75 08/15/2011 0 2,039,800 2,039,800
3,000,000 Los Angeles CA DW&P Waterworks Revenue 5.70 04/15/2009 0 3,097,080 3,097,080
100,000 Los Angeles CA Judgement Obligation Series A 4.40 02/01/2000 100,853 0 100,853
2,250,000 Los Angeles CA Metropolitan Transportation Authority
Sales Tax Revenue Series A 6.25 07/01/2016 2,261,408 0 2,261,408
</TABLE>
<PAGE> 254
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
340,000 Los Angeles CA Municipal Improvement Corp Lease
Revenue Central Library Project Series A 6.30 06/01/2016 0 349,370 349,370
1,000,000 Los Angeles CA Solid Waste Revenue 6.50 11/01/98 1,061,978 0 1,061,978
2,000,000 Los Angeles CA USD Dr Francisco Bravo Medical COP 6.60 06/01/2005 2,201,804 0 2,201,804
1,000,000 Los Angeles CA Wastewater System Revenue 6.65 08/01/2003 1,074,604 0 1,074,604
1,000,000 Los Angeles CA Wastewater System Revenue Series A 6.90 02/01/2004 1,110,904 0 1,110,904
1,300,000 Los Angeles CA Wastewater System Revenue Series A
MBIA Insured 5.70 06/01/2013 0 1,334,489 1,334,489
4,000,000 Los Angeles CA Wastewater System Revenue Series B
AMBAC Insured 6.25 06/01/2012 4,277,684 0 4,277,684
250,000 Los Angeles CA Wastewater System Revenue Series C 7.10 06/01/2018 0 278,225 278,225
1,000,000 Los Angeles CA Wastewater System Revenue Series C
MBIA Insured 5.50 06/01/2013 0 1,008,190 1,008,190
7,000,000 Los Angeles CA Wastewater System Revenue Series D
FGIC Insured 5.20 11/01/2021 0 6,825,490 6,825,490
1,840,000 Los Angeles County CA COP Correctional Facilities
Project MBIA Insured 6.50 09/01/2013 0 1,970,658 1,970,658
1,000,000 Los Angeles County CA COP Correctional Facility
Project 6.50 09/01/2013 1,068,094 0 1,068,094
1,000,000 Los Angeles County CA COP Correctional Facility
Project 7.00 03/01/2004 1,093,831 0 1,093,831
2,145,000 Los Angeles County CA Harbor Revenue 6.40 08/01/2015 2,308,781 0 2,308,781
1,975,000 Los Angeles County CA Metropolitan Transportation
Authority Sales Tax Revenue Series A 5.50 07/01/2013 0 1,968,107 1,968,107
100,000 Los Angeles County CA Public Works Lease Revenue
Multiple Capital Facilities Project IV 4.80 12/01/2004 101,300 0 101,300
1,370,000 Madera CA RDFA Tax Allocation Revenue CGIC
Insured 5.75 09/01/2011 0 1,417,443 1,417,443
1,400,000 Martinez CA USD 6.00 08/01/2011 0 1,445,528 1,445,528
2,000,000 Martinez CA USD 6.00 08/01/2012 0 2,050,560 2,050,560
200,000 Menlo Park CA CDA Tax Allocation Las Pulgas Community
Project AMBAC Insured 6.70 10/01/2022 0 219,196 219,196
2,485,000 Merced County CA COP Construction & Equipment Project
Lease Revenue FSA Insured 6.00 10/01/2012 0 2,593,768 2,593,768
</TABLE>
<PAGE> 255
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,545,000 Mid Peninsula CA Regional Open Space District
Promissory Notes 5.70 09/01/2014 0 1,544,058 1,544,058
705,000 Mid Peninsula CA Regional Open Space District
Promissory Notes 6.30 07/01/2011 0 746,849 746,849
750,000 Mid Peninsula CA Regional Open Space District
Promissory Notes 6.35 07/01/2012 0 794,430 794,430
1,000,000 Modesto CA Irrigation District Financing Authority
Domestic Water Project Revenue Series A AMBAC Insured 6.00 09/01/2009 0 1,063,190 1,063,190
975,000 Montclair CA RDFA Lease Revenue Series A 5.80 11/01/2010 0 1,010,685 1,010,685
100,000 Montclair CA RDFA Lease Revenue Series A 6.63 11/01/2011 0 105,124 105,124
2,055,000 Mountain View CA Shoreline Regional Park Community
Tax Allocation Series A 5.60 08/01/2009 0 2,027,340 2,027,340
200,000 MSR Public Power Agency CA San Juan Project Revenue
Series C BIG Insured 6.63 07/01/2013 0 207,664 207,664
1,000,000 Murrieta Valley CA USD Series B 6.25 09/01/2011 1,052,197 0 1,052,197
1,000,000 National City CA CDA Tax Allocation Downtown
Redevelopment Project Series A AMBAC Insured 6.25 08/01/2012 0 1,069,170 1,069,170
1,230,000 National City CA CDA Tax Allocation Downtown
Redevelopment Project Series B AMT AMBAC Insured 6.63 08/01/2012 0 1,341,057 1,341,057
720,000 Natomas CA USD Series A MBIA Insured 5.75 09/01/2012 0 744,934 744,934
750,000 Nevada County CA Solid Waste Revenue 6.50 10/01/2006 0 806,978 806,978
1,340,000 Northern California Oregon Electric Transmission
Project Revenue Series A AMBAC Insured 6.20 05/01/2004 1,482,970 0 1,482,970
1,000,000 Northern California Oregon Electric Transmission
Project Revenue Series A AMBAC Insured 6.30 05/01/2005 1,109,224 0 1,109,224
1,000,000 Northern California Power Agency Multiple Capital
Facilities Revenue Series A MBIA Insured 6.50 08/01/2012 0 1,092,200 1,092,200
7,000,000 Northern California Transmission Revenue Transmission
Project A MBIA Insured 5.50 05/01/2014 0 7,082,320 7,082,320
250,000 Northern California Transmission Revenue Transmission
Project A MBIA Insured 6.50 05/01/2016 0 272,445 272,445
450,000 Oakland CA 5.30 06/15/2001 471,241 0 471,241
1,465,000 Oakland CA FGIC Insured 6.00 06/15/2012 0 1,545,487 1,545,487
</TABLE>
<PAGE> 256
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
500,000 Oceanside CA Community Downtown RDFA 6.10 09/01/2018 0 498,715 498,715
2,000,000 Oceanside CA Water Reuse Finance Project A AMBAC
Insured 6.40 10/01/2012 0 2,170,140 2,170,140
800,000 Orange County CA Local Transportation Authority Sales
Tax Revenue First Series Measure M 6.00 02/15/2009 0 829,136 829,136
6,000,000 Orange County CA Local Transportation Authority Sales
Tax Revenue Secor Insured 6.00 02/15/2008 6,472,236 0 6,472,236
1,000,000 Orange County CA RDFA Tax Allocation Northwest
Redevelopment Project B 5.70 10/01/2017 0 881,870 881,870
360,000 Orange County CA Sanitation District COP FGIC Insured 6.40 08/01/2007 0 387,065 387,065
1,240,000 Parlier CA RDFA Tax Allocation Series A 6.95 08/01/2023 0 1,240,434 1,240,434
1,500,000 Pinole CA RDFA Tax Allocation 5.60 08/01/2017 0 1,457,790 1,457,790
250,000 Pleasanton CA USD Series G 6.50 08/01/2016 0 262,873 262,873
3,380,000 Port of Oakland CA Special Facilities Revenue Mitsui
OSK Lines Ltd Series A AMT LOC - Industrial Bank of
Japan Ltd 6.80 01/01/2019 0 3,615,924 3,615,924
1,000,000 Poway CA PFA Water Services Captial Improvement
Program AMBAC Insured 5.50 11/01/2015 0 1,005,580 1,005,580
100,000 Rancho CA Water District Financing Authority Revenue 4.50 08/01/2002 100,734 0 100,734
1,050,000 Redding CA Joint Powers Financing Authority Solid
Waste Revenue Series A 5.00 01/01/2023 0 893,057 893,057
1,325,000 Redding CA Joint Powers Financing Authority
Wastewater Revenue Series A FGIC Insured 6.00 12/01/2011 0 1,400,976 1,400,976
1,310,000 Rialto CA RDFA Tax Allocation Series A 5.80 09/01/2008 0 1,336,410 1,336,410
700,000 Richmond CA Joint Powers Financing Authority Revenue
Series B 7.25 05/15/2013 763,786 0 763,786
4,000,000 Riverside County CA Asset Leasing Corp Revenue
Riverside County Hospital Project A 6.38 06/01/2009 0 4,184,240 4,184,240
1,045,000 Riverside County CA PFA Special Tax Revenue Series A
MBIA Insured 5.25 09/01/2010 0 1,050,862 1,050,862
1,000,000 Rossmoor CA Community Services District Improvement
Board Landscaping & Assessment District 91-1 6.10 09/02/2012 0 975,170 975,170
1,500,000 Sacramento CA Area Flood Control Agency Capital
Assessment District 2 5.38 10/01/2015 1,506,362 0 1,506,362
1,725,000 Sacramento CA COP Public Facilities Project 6.00 07/01/2012 0 1,764,589 1,764,589
</TABLE>
<PAGE> 257
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
5,000 Sacramento CA Financing Authority Revenue
Prerefunded 6.70 11/01/2011 0 5,377 5,377
2,300,000 Sacramento CA Light Rail Transportation Project 6.00 07/01/2012 0 2,355,591 2,355,591
205,000 Sacramento CA MUD Electric Revenue 8.00 11/15/2010 208,382 0 208,382
2,500,000 Sacramento CA MUD Electric Revenue Series A AMBAC
Insured 6.25 08/15/2010 2,760,965 0 2,760,965
500,000 Sacramento CA MUD Electric Revenue Series C FGIC
Insured 5.75 11/15/2008 0 523,370 523,370
6,695,000 Sacramento CA MUD Electric Revenue Series C MBIA
Insured 5.75 11/15/2009 0 6,983,621 6,983,621
200,000 Sacramento CA MUD Electric Revenue Series Y MBIA
Insured 6.75 09/01/2019 0 227,508 227,508
50,000 Sacramento CA MUD Electric Revenue Series Z FGIC
Insured 6.45 07/01/2010 0 54,094 54,094
1,650,000 Sacramento CA RDFA Tax Allocation Merged Downtown
Project A MBIA Insured 6.50 11/01/2013 0 1,769,889 1,769,889
250,000 Sacramento CA Regional Transit District COP Series A 6.38 03/01/2005 0 270,828 270,828
2,000,000 Sacramento County CA Airport System Revenue Series A
AMT FGIC Insured 6.00 07/01/2012 0 2,074,380 2,074,380
380,000 San Bernardino County CA West Valley Detention
Center MBIA Insured 6.50 11/01/2012 0 413,607 413,607
200,000 San Bernardino County CA Transportation Authority
Sales Tax Revenue FGIC Insured 6.00 03/01/2010 0 212,722 212,722
4,000,000 San Buenaventura CA COP AMBAC Insured 6.00 01/01/2012 0 4,210,760 4,210,760
1,500,000 San Diego CA Community College District COP Financing
Projects 5.38 12/01/2014 0 1,428,720 1,428,720
4,000,000 San Diego CA Hospital Assoc Series A 6.20 08/01/2012 4,211,760 0 4,211,760
100,000 San Diego CA MTDB Authority Lease Revenue Old Town
Light Rail Transportation Extention 4.60 06/01/2002 101,273 0 101,273
1,695,000 San Diego CA PFA Sewer Revenue FGIC Insured 5.00 05/15/2015 0 1,637,641 1,637,641
1,000,000 San Diego CA Public Safety Communication Project 6.50 07/15/2007 1,142,619 0 1,142,619
2,000,000 San Diego CA Scripps Research Institute Series A 6.40 10/01/2012 2,149,420 0 2,149,420
2,000,000 San Diego CA Scripps Research Institute Series A 6.63 07/01/2014 2,172,904 0 2,172,904
100,000 San Diego County CA COP Balboa Park & Mission Bay
Project 5.25 11/01/2007 102,543 0 102,543
50,000 San Diego County CA COP East Mesa Detention
Facilities Project 7.00 10/01/2009 0 52,828 52,828
4,000,000 San Diego County CA Regional Transportation Community
Sales Tax Revenue Series A Escrowed to Maturity 6.00 04/01/2008 0 4,338,440 4,338,440
100,000 San Diego County CA Regional Transportation Series A 4.60 04/01/2000 101,655 0 101,655
</TABLE>
<PAGE> 258
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3,000,000 San Diego County CA Regional Transportation Series A
FGIC Insured 5.50 04/01/2008 3,144,381 0 3,144,381
1,500,000 San Diego County CA Water Authority Revenue COP
Series A 6.38 05/01/2006 1,642,602 0 1,642,602
4,400,000 San Diego County CA Water Authority Revenue COP
Series A 6.40 05/01/2008 4,813,525 0 4,813,525
1,500,000 San Diego County CA Water Authority Water Revenue COP
Series A 6.40 05/01/2008 0 1,639,980 1,639,980
1,235,000 San Elijo Joint Powers Authority San Diego County CA
Water Pollution Control Facility FGIC Insured 5.38 03/01/2013 0 1,238,236 1,238,236
100,000 San Francisco CA BART District Sales Tax Revenue 4.80 07/01/98 100,501 0 100,501
300,000 San Francisco CA BART Tax Revenue FGIC Insured 6.60 07/01/2012 0 328,215 328,215
1,000,000 San Francisco CA City & County International Airport
Revenue AMBAC Insured 6.20 05/01/2007 1,097,386 0 1,097,386
2,085,000 San Francisco CA City & County International Airport
Revenue AMBAC Insured 6.30 05/01/2007 2,225,331 0 2,225,331
5,500,000 San Francisco CA City & County Public Utilities
Commission Water Revenue Series A 6.40 11/01/2007 6,097,177 0 6,097,177
200,000 San Francisco CA City & County Public Utilities
Commission Water Revenue Series A 6.50 11/01/2009 0 222,460 222,460
2,000,000 San Francisco CA City & County Public Utilities
Commission Water Revenue Series A 6.75 11/01/2010 2,203,010 0 2,203,010
1,000,000 San Francisco CA City & County RDA Lease Revenue
Moscone Convention Center 7.50 07/01/99 1,095,477 0 1,095,477
700,000 San Francisco CA City & County RDFA Tax Allocation
Capital Appreciation Project MBIA Insured 6.76* 08/01/2008 0 365,288 365,288
4,500,000 San Francisco CA City & County Sewer Revenue AMBAC
Insured 6.00 10/01/2011 4,743,734 0 4,743,734
1,000,000 San Francisco County CA RDFA 6.50 07/01/2008 0 1,120,570 1,120,570
2,000,000 San Joaquin Hills CA Transportation Corridor Agency
Toll Road Revenue Capital Appreciation 4.39* 01/01/2010 0 1,525,220 1,525,220
1,055,000 San Jose CA Airport Revenue AMT FGIC Insured 5.50 03/01/2008 0 1,074,887 1,074,887
500,000 San Jose CA RDFA Tax Allocation Park Center Project 7.00 10/01/2004 0 527,795 527,795
3,000,000 San Jose RDFA Merged Area Project MBIA Insured 5.25 08/01/2016 0 2,951,610 2,951,610
200,000 San Juan Capistrano CA Open Space Project 6.20 02/01/2016 0 208,292 208,292
</TABLE>
<PAGE> 259
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,200,000 San Mateo CA Joint Powers Financing Authority
Redevelopment Downtown & Shoreline Project A AMBAC
Insured 5.50 08/01/2007 0 1,233,744 1,233,744
4,010,000 Santa Clara CA RDFA Tax Allocation Bayshore North
Project AMBAC Insured 5.75 07/01/2014 0 4,121,518 4,121,518
2,500,000 Santa Clara County CA COP Multiple Facilities Project
AMBAC Insured 6.00 05/15/2012 0 2,618,850 2,618,850
2,250,000 Santa Clara County CA Lease Revenue Project Series A
AMBAC Insured 6.88 11/15/2014 2,548,004 0 2,548,004
1,000,000 Santa Maria CA RDFA Town Center West Side Parking
Facilities FSA Insured 5.25 06/01/2011 0 996,600 996,600
350,000 Shasta CA Dam Area Public Utility District COP 7.25 03/01/2012 0 374,948 374,948
1,750,000 Shasta CA Joint Powers Financing Authority Lease
Revenue County Courthouse Improvement Project Series 6.70 06/01/2023 0 1,832,355 1,832,355
585,000 Solana Beach CA COP City Hall Project 6.30 10/01/2012 0 611,384 611,384
4,720,000 South County CA Regional Wastewater Authority Revenue
Capital Improvement FGIC Insured 5.75 08/01/2010 0 4,901,578 4,901,578
500,000 South Gate CA RDFA Tax Allocation Revenue Prerefunded 7.38 09/01/2009 0 561,865 561,865
3,000,000 Southern California Metropolitan Water District
Revenue 6.63 07/01/2006 3,358,752 0 3,358,752
8,000,000 Southern California Metropolitan Water District
Revenue Series A 5.75 07/01/2013 8,290,264 0 8,290,264
2,000,000 Southern California Metropolitan Water District
Revenue Series A 5.75 07/01/2015 2,071,548 0 2,071,548
1,000,000 Southern California Public Power Authority 6.75 07/01/2011 1,122,576 0 1,122,576
2,000,000 Southern California Public Power Authority 7.00 07/01/2004 2,207,820 0 2,207,820
1,000,000 Southern California State Public Power Authority 5.50 07/01/2012 0 1,002,410 1,002,410
1,000,000 Southern California State Rapid Transit District CA
COP Workers Compensation MBIA Insured 6.00 07/01/2010 0 1,054,220 1,054,220
3,000,000 Southern California State Rapid Transit District
Special Benefit Assesment District A1 AMBAC Insured 6.00 09/01/2008 0 3,200,400 3,200,400
2,000,000 Stanislaus County CA Capital Improvement Program
Series A MBIA Insured 5.25 05/01/2014 0 1,981,080 1,981,080
900,000 Stanislaus County CA COP Series A 6.85 06/01/2012 0 948,294 948,294
2,000,000 Stanislaus County CA COP Series B AMBAC Insured 6.13 06/01/2012 0 2,119,300 2,119,300
1,430,000 Temecula CA Community Services Recreational Center
Project 7.13 10/01/2012 0 1,544,457 1,544,457
</TABLE>
<PAGE> 260
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100,000 Three Valleys CA MUD 4.40 11/01/2000 100,994 0 100,994
2,000,000 Three Valleys CA Municipal Water District Revenue COP
FGIC Insured 5.25 11/01/2010 0 2,009,540 2,009,540
1,000,000 Torrance CA COP AMBAC Insured 5.50 04/01/2011 0 1,025,190 1,025,190
1,000,000 Torrance CA COP AMBAC Insured 5.75 04/01/2016 0 1,029,550 1,029,550
1,075,000 Tri-Cities CA Municipal Water District 6.40 12/01/2010 0 1,031,721 1,031,721
2,000,000 Tulare County CA COP Public Facilities Corporation
Series A MBIA Insured 6.10 11/15/2007 0 2,162,060 2,162,060
1,250,000 Twentynine Palms CA Water District CA COP 7.00 08/01/2017 0 1,319,188 1,319,188
1,000,000 Union City CA Community RDFA Tax Allocation Revenue
Community Redevelopment Project AMBAC Insured 5.65 10/01/2014 0 1,015,880 1,015,880
3,200,000 University of California Project Series B 6.00 02/15/2017 3,335,414 0 3,335,414
1,380,000 University of California Project Series B 6.75 10/01/2015 1,503,404 0 1,503,404
1,645,000 University of California Revenue Housing System
Series A AMBAC Insured 5.50 11/01/2011 0 1,677,851 1,677,851
6,900,000 University of California Revenue Multiple Purpose
Project C AMBAC Insured 5.25 09/01/2011 0 6,906,417 6,906,417
3,950,000 University of California Revenue Seismic Safety
Project MBIA Insured 5.50 11/01/2010 0 4,044,168 4,044,168
1,000,000 University of California Revenue Series B 6.10 09/01/2010 1,035,346 0 1,035,346
2,000,000 University of California Revenue Series B 6.30 09/01/2013 2,070,042 0 2,070,042
2,000,000 Ventura CA COP Public Facilities Corporation IV 5.75 12/01/2007 0 2,072,300 2,072,300
2,000,000 Ventura County CA 5.75 12/01/2006 2,104,928 0 2,104,928
100,000 Vista CA Detention Facility Reference Project 4.40 04/01/2000 100,883 0 100,883
2,000,000 West & Central Basin CA Financing Authority
Redevelopment AMBAC Insured 6.13 08/01/2012 0 2,114,160 2,114,160
1,170,000 West Sacramento CA Financing Authority Revenue Water
System Improvement Project FGIC Insured 5.50 08/01/2015 0 1,178,822 1,178,822
1,200,000 Westminster CA RDFA AMT 6.50 08/01/2010 0 1,235,800 1,235,800
1,000,000 Whittier CA Educational Facilities Revenue Whittier
College Connie Lee Insured 5.40 12/01/2018 0 985,750 985,750
1,340,000 Yolo County CA Library Special Tax Community
Facilities 6.25 12/01/2022 0 1,372,227 1,372,227
</TABLE>
<PAGE> 261
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
580,000 Yucaipa Park CA School Facilities Financing Authority
MBIA Insured 6.90 10/01/2017 649,468 0 649,468
-----------------------------------------
TOTAL CALIFORNIA MUNICIPAL BONDS $160,111,865 $311,426,826 $471,538,691
(Combined Cost $446,246,430)
SHORT-TERM INSTRUMENTS 3.01%
CALIFORNIA MUNICIPAL VARIABLE RATE SECURITIES+ 2.89%
$400,000 California State HFFA St Francis Memorial Hospital V/
R Series B 5.90 01/02/96 $400,000 0 $400,000
500,000 California State HFFA St Joseph Health Systems V/R
Series A 5.90 01/02/96 500,000 0 500,000
400,000 California State PCFA Shell Oil Co V/R Project A 5.90 01/02/96 400,000 0 400,000
400,000 California State PCFA Southern California Edison V/R
Series A 5.40 01/02/96 400,000 0 400,000
100,000 California State PCFA Southern California Edison V/R
Series C 5.40 01/02/96 100,000 0 100,000
900,000 California State PCFA Southern California Edison V/R
Series A 5.40 02/28/2008 0 900,000 900,000
1,075,000 California State PCFA Stanislaus Project V/R AMT
LOC - Swiss Bank 6.00 12/01/2017 0 1,075,000 1,075,000
600,000 California State PCFA Sutter Health V/R Series A 5.90 01/02/96 600,000 0 600,000
300,000 California Statewide CDA Sutter Health Group V/R 5.90 01/02/96 300,000 0 300,000
1,570,000 Irvine CA IDA Improvement Bond V/R LOC - National
Westminster Bank Plc 5.80 09/02/2015 0 1,570,000 1,570,000
400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo
900,000 Los Angeles County CA IDA Lee & Macho Realty Partnership
V/R LOC - Dai-Ichi Kangyo Bank Ltd
Bank Ltd 6.25 12/01/2005 0 900,000 900,000
1,000,000 Los Angeles County CA IDA Walter & Howard V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 6.25 12/01/2006 0 1,000,000 1,000,000
1,534,000 Orange County CA Improvement Bond V/R Multiple LOC's 6.50 09/02/2018 0 1,534,000 1,534,000
3,000,000 Orange County CA Office & Courthouse Projects V/R
LOC - Dai-Ichi Kangyo Bank 5.90 12/01/2015 0 3,000,000 3,000,000
1,000,000 Orange County CA Sanitation District V/R LOC -
National Westminster Bank Plc 5.90 08/01/2015 0 1,000,000 1,000,000
-----------------------------------------
$2,700,000 $11,379,000 $14,079,000
</TABLE>
<PAGE> 262
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Exempt Fund Free Bond Fund Funds
Principal Description Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MONEY MARKET FUNDS 0.12%
$550,520 Arbor Fund CA Tax-Exempt Portfolio 0 $550,520 $550,520
27,624 Nuveen Institutional CA Tax-Exempt Fund 0 27,624 27,624
-----------------------------------------
$0 $578,144 $578,144
TOTAL SHORT-TERM INSTRUMENTS $2,700,000 $11,957,144 $14,657,144
(Combined Cost $14,657,144)
TOTAL INVESTMENTS IN SECURITIES
(Combined Cost $460,903,574)** (Notes 1 and 3) $162,811,865 $323,383,970 $486,195,835
Other Assets and Liabilities, Net 1,543,829 (51,016) 1,954,554
-----------------------------------------
TOTAL NET ASSETS $164,355,694 $323,332,954 $488,150,389
=========================================
(a) Due to different investment objectives, certain of these securities may be sold by the Investment Manager once the
Funds are merged.
(b) See historical financial statements and footnotes thereto of each of the Funds regarding valuation of securities
* Yield to maturity.
+ These variable rate securities are subject to a demand feature which reduces the remaining maturity.
** Cost for federal income tax purposes is the same as for financial statement purposes
and net unrealized appreciation consists of:
Gross Unrealized Appreciation $11,392,495 $14,284,975 $25,677,470
Gross Unrealized Depreciation (13,369) (371,840) (385,209)
----------------------------------------
Net Unrealized Appreciation $11,379,126 $13,913,135 $25,292,261
========================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 263
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR
STAGECOACH CALIFORNIA TAX-FREE INCOME FUND AND
PACIFICA CALIFORNIA SHORT-TERM TAX-EXEMPT FUND (a)
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(Percentages of each pro forma combined market value by investment category relate to total pro forma combined net assets)
CALIFORNIA MUNICIPAL BONDS 94.29%
$500,000 ABAG Finance Authority for Nonprofit Corp CA
Stanford University Hospital 4.30 11/01/99 $0 $492,185 $492,185
1,700,000 Anaheim CA Electric Revenue 4.75 10/01/01 0 1,725,075 1,725,075
250,000 Burbank CA Wastewater Treatment Revenue Series A 4.40 06/01/00 252,092 0 252,092
250,000 Burbank CA Wastewater Treatment Revenue Series A 4.40 06/01/01 251,310 0 251,310
2,425,000 California State DWR Central Valley Project Revenue 8.50 12/01/98 0 2,720,947 2,720,947
4,625,000 California State DWR Central Valley Project Revenue
Series H Prerefunded 6.90 12/01/25 0 5,180,278 5,180,278
1,500,000 California State DWR Central Valley Project Revenue
Series H Prerefunded 8.50 12/01/02 0 1,858,095 1,858,095
2,000,000 California State DWR Central Valley Project Revenue
Series L 8.00 12/01/01 0 2,376,220 2,376,220
500,000 California State EDFA Revenue Pooled College &
University Financing 5.10 06/01/98 506,565 0 506,565
500,000 California State HFFA Episcopal Homes CMI Insured 7.20 07/01/99 513,108 0 513,108
500,000 California State HFFA Kaiser Permanente Series A 6.50 10/01/96 0 509,555 509,555
315,000 California State HFFA Mercy Senior Housing Series A 7.40 12/01/00 350,414 0 350,414
1,750,000 California State HFFA Revenue Childrens Hospital Los
Angeles Series A Prerefunded 7.13 06/01/21 0 2,009,438 2,009,438
500,000 California State HFFA St Francis Memorial Hospital
Series A 4.63 11/01/96 502,426 0 502,426
2,135,000 California State Maritime Infrastructure Authority
Port of San Diego Revenue AMBAC Insured 5.00 11/01/02 0 2,172,960 2,172,960
500,000 California State Public Works Board High Technology
Facilities Lease Revenue Department of Correction 7.10 11/01/97 0 521,050 521,050
500,000 California State Public Works Board Lease Revenue
Corcoran State Prison Series A 7.00 09/01/98 519,824 0 519,824
</TABLE>
<PAGE> 264
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
500,000 California State Public Works Board Lease Revenue
Department of Corrections 4.50 12/01/2001 496,906 0 496,906
750,000 California State Public Works Board Lease Revenue
Department of Corrections State Prison Series A 7.20 11/01/98 784,634 0 784,634
250,000 California State Veterans Bonds 8.10 10/01/98 0 275,793 275,793
1,500,000 California Statewide CDA Revenue COP Saint Joseph
Health System 4.30 07/01/98 0 1,495,080 1,495,080
200,000 California Statewide CDA Revenue COP Sutter Health
Obligated Group AMBAC Insured 5.00 08/15/98 0 204,558 204,558
250,000 Carlsbad CA USD COP Phase III 6.70 11/01/99 0 268,473 268,473
305,000 Culver City CA RDFA Escrowed to Maturity 6.70 11/01/98 0 326,347 326,347
195,000 Culver City CA RDFA Revenue Series A AMBAC Insured 6.70 11/01/98 0 208,272 208,272
750,000 Cupertino CA Series A 4.50 01/01/98 0 748,725 748,725
1,700,000 Desert Sands CA USD Capital Appreciation Project E
FSA Insured 5.34* 03/01/2004 0 1,141,363 1,141,363
500,000 Desert Sands CA USD Capital Projects 4.35 03/01/2000 502,438 0 502,438
2,000,000 Desert Sands CA USD COP Series C 4.30 08/01/98 0 1,980,380 1,980,380
5,000,000 East Bay CA MUD Water System Revenue MBIA Insured 7.50 06/01/2018 0 5,740,700 5,740,700
500,000 Emeryville CA PFA Housing Increment Revenue Series A 5.40 05/01/98 0 507,585 507,585
600,000 Encinitas CA USD COP Measure B Capital Projects 4.38 09/01/98 0 598,998 598,998
1,350,000 Foothill CA De Anza Community College Prerefunded 8.25 07/01/98 0 1,518,021 1,518,021
820,000 Foster City CA PFA 4.70 09/01/98 0 820,558 820,558
685,000 Foster City CA PFA 5.40 09/01/2001 0 705,276 705,276
1,700,000 Glendale CA RDFA Tax Allocation Revenue AMBAC
Insured 5.00 12/01/2001 0 1,753,040 1,753,040
500,000 Imperial Irrigation District CA Electrical System
Project 5.75 05/01/98 0 516,175 516,175
255,000 Industry CA GO FGIC Insured 8.00 07/01/99 0 286,429 286,429
500,000 Industry CA GO MBIA Insured 8.00 07/01/99 0 561,625 561,625
500,000 Lake Arrowhead CA Community Services FGIC Insured 5.30 06/01/97 0 509,345 509,345
100,000 Las Virgenes CA MUD Capital Improvement Project MBIA
Insured 9.00 11/01/99 0 116,327 116,327
</TABLE>
<PAGE> 265
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,320,000 Long Beach CA Harbor Revenue AMT Series A 4.50 05/15/97 0 1,325,834 1,325,834
480,000 Long Beach CA Harbor Revenue Series A 7.00 05/15/97 0 500,458 500,458
1,000,000 Los Angeles CA Community RDA Tax Allocation Central
Business District Series G 6.10 07/01/96 1,011,106 0 1,011,106
500,000 Los Angeles CA Community RDFA Central Business
District Project Series G 6.20 07/01/97 0 509,525 509,525
1,000,000 Los Angeles CA COP 7.30 10/01/96 1,026,044 0 1,026,044
750,000 Los Angeles CA DW&P Waterworks Revenue 7.10 08/01/2002 808,606 0 808,606
2,500,000 Los Angeles CA DWP Electrical Plant Revenue 6.63 10/01/31 0 2,801,550 2,801,550
2,000,000 Los Angeles CA DWP Electrical Plant Revenue 6.75 04/01/32 0 2,252,600 2,252,600
725,000 Los Angeles CA Judgement Obligation Bonds Series A 4.70 08/01/98 0 735,679 735,679
1,500,000 Los Angeles CA Series A 5.00 09/01/2003 1,544,189 0 1,544,189
1,300,000 Los Angeles CA Waste Water System Revenue Series A
MBIA Insured 8.50 06/01/2003 0 1,616,316 1,616,316
1,000,000 Los Angeles CA Waste Water System Revenue Series D
Prerefunded 6.70 12/01/21 0 1,126,100 1,126,100
100,000 Los Angeles County CA Capital Asset Leasing Corp
Leasehold Revenue AMBAC Insured 4.70 12/01/97 0 101,417 101,417
300,000 Los Angeles County CA Transportation Commission Sales
Tax Revenue Series A 6.10 07/01/99 0 319,032 319,032
500,000 Milpitas CA RDFA Tax Allocation Project Number One
MBIA Insured 4.20 01/15/96 0 500,043 500,043
500,000 Morgan Hill CA RDFA Tax Allocation Ojo De Agua
Community Development Project 5.60 03/01/2000 0 510,830 510,830
305,000 Mountain View CA Shoreline Regional Park Community
Tax Allocation Series A 4.25 08/01/97 0 302,383 302,383
500,000 Oakland CA Revenue Series A FGIC Insured 7.00 08/01/98 536,902 0 536,902
1,465,000 Pleasonton CA Joint Powers Financing Authority
Revenue Series B 5.63 09/02/97 1,496,066 0 1,496,066
</TABLE>
<PAGE> 266
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,000,000 Riverside County CA Asset Leasing Corp Revenue
Riverside County Hospital Project Series A
Prerefunded 7.40 06/01/2014 0 1,119,630 1,119,630
1,000,000 Riverside County CA Transportation Sales Tax Revenue
Series A 6.40 06/01/99 0 1,072,140 1,072,140
500,000 Sacramento CA Area Flood Control Agency District No 2 4.30 10/01/2001 500,730 0 500,730
300,000 Sacramento CA Light Rail Transportation Project 6.30 07/01/2000 0 322,119 322,119
485,000 Sacramento CA MUD Electric Revenue Series D 4.30 11/15/97 0 487,391 487,391
500,000 Sacramento CA MUD Electric Revenue Series W 7.50 08/15/99 549,446 0 549,446
2,000,000 Sacramento CA MUD Revenue Series D FSA Insured 4.90 11/15/2001 0 2,051,700 2,051,700
575,000 San Diego CA COP Childrens Center Project 4.75 10/01/96 578,700 0 578,700
500,000 San Diego CA MTDB COP 6.60 12/01/2001 539,787 0 539,787
2,275,000 San Diego County CA Regional Transportation
Commission Sales Tax Revenue Series A FGIC Insured 5.25 04/01/2002 0 2,367,706 2,367,706
1,000,000 San Diego County CA Regional Transportation
Commission Sales Tax Revenue Series A FGIC Insured 6.25 04/01/2002 0 1,094,680 1,094,680
1,000,000 San Diego County CA Regional Transportation
Commission Sales Tax Revenue Series A Prerefunded 7.38 04/01/2006 0 1,114,290 1,114,290
600,000 San Francisco CA City & County Airport Revenue Second
Series Issue One MBIA Insured 6.35 05/01/98 0 629,904 629,904
1,000,000 San Francisco CA City & County RDFA Lease Revenue
George R Mascone Center AMBAC Insured 6.20 10/01/2000 0 1,088,380 1,088,380
750,000 San Francisco CA RDA Lease Revenue Moscone Convention
Center 7.40 07/01/98 806,144 0 806,144
200,000 San Jose CA Airport Revenue MBIA Insured 5.00 03/01/99 0 204,556 204,556
500,000 San Jose CA Financing Authority Revenue Convention
Center Series C 5.75 09/01/97 0 510,085 510,085
2,750,000 San Jose CA RDFA MBIA Insured 4.20 08/01/98 0 2,758,580 2,758,580
500,000 Santa Monica CA Wastewater Enterprise Revenue
Hypersion Projects 12.00 01/01/2001 668,529 0 668,529
1,980,000 Solano County CA COP Justice Facility & Public
Building 4.85 10/01/98 2,002,243 0 2,002,243
</TABLE>
<PAGE> 267
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,100,000 Southern California State Public Power Authority 6.75 07/01/2000 0 1,210,517 1,210,517
1,155,000 Stanislaus County CA Capital Improvement Program
Series A MBIA Insured 4.90 05/01/2005 0 1,160,348 1,160,348
520,000 Templeton CA USD COP Measure C Capital Projects
Series A Phase III 4.00 03/01/98 0 512,372 512,372
500,000 Torrance CA COP 4.25 04/01/97 502,831 0 502,831
1,245,000 University of California at Los Angeles Central
Chiller - Cogeneration Facilties 10.75 11/01/98 0 1,448,742 1,448,742
680,336 University of California COP San Diego Medical
Center 5.92 03/15/2000 703,114 0 703,114
1,000,000 University of California Multiple Projects Revenue
Series A MBIA Insured 6.00 09/01/2002 0 1,088,950 1,088,950
1,000,000 West Basin CA Municipal Water District COP
Prerefunded 7.00 08/01/2011 0 1,131,930 1,131,930
---------------------------------------
TOTAL CALIFORNIA MUNICIPAL SECURITIES $17,954,154 $73,824,660 $91,778,814
(Combined Cost $90,797,461)
SHORT-TERM INSTRUMENTS 7.13%
CALIFORNIA MUNICIPAL VARIABLE RATE SECURITIES+ 6.88%
$1,600,000 California State HFFA Catholic Healthcare V/R Series C 4.85 07/01/20 $0 $1,600,000 $1,600,000
200,000 California State HFFA St Joseph Hospital V/R 5.90 01/02/96 200,000 0 200,000
300,000 California State HFFA Sutter Hospital V/R 5.90 01/02/96 300,000 0 300,000
400,000 California State PCR Shell Oil Co V/R Series B 5.90 01/02/96 400,000 0 400,000
200,000 California State PCR Southern California Edison V/R
Series A 5.40 01/02/96 200,000 0 200,000
800,000 California Statewide CDA Sutter Health Group V/R
AMBAC Insured 5.90 07/01/2015 0 800,000 800,000
3,220,000 Los Angeles CA Department of General Services Lease
Revenue V/R Series A 4.50 05/01/2000 0 3,197,041 3,197,041
---------------------------------------
$1,100,000 $5,597,041 $6,697,041
</TABLE>
<PAGE> 268
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Fund Income Fund Funds
Principal Description Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MONEY MARKET FUNDS 0.25%
$6,000 Arbor Fund CA Tax-Exempt Portfolio $0 $6,000 $6,000
238,000 Dreyfus General CA Municipal Money Market Fund 0 238,000 238,000
---------------------------------------
$0 $244,000 $244,000
TOTAL SHORT-TERM INSTRUMENTS $1,100,000 $5,841,041 $6,941,041
(Combined Cost $6,945,045)
TOTAL INVESTMENTS IN SECURITIES
(Combined Cost $97,742,506)** (Notes 1 and 3) $19,054,154 $79,665,701 $98,719,855
Other Assets and Liabilities, Net 321,726 (1,700,265) (1,350,826)
---------------------------------------
TOTAL NET ASSETS $19,375,880 $77,965,436 $97,369,029
=======================================
(a) Due to different investment objectives, certain of these securities may be sold by the Investment Manager once the
Funds are merged.
(b) See historical financial statements and footnotes thereto of each of the Funds regarding valuation of securities.
* Yield to maturity.
+ These variable rate securities are subject to a demand feature which reduces the remaining maturity.
** Cost for federal income tax purposes is the same as for financial statement purposes
and net unrealized appreciation consists of:
Gross Unrealized Appreciation $248,474 $766,675 $1,015,149
Gross Unrealized Depreciation (90) (37,710) (37,800)
---------------------------------------
Net Unrealized Appreciation $248,384 $728,965 $977,349
=======================================
</TABLE>
<PAGE> 269
PRO FORMA PORTFOLIO OF INVESTMENTS FOR THE STAGECOACH GINNIE MAE FUND
AND PACIFICA THE INTERMEDIATE GOVERNMENT BOND FUND (a)
(Unaudited) December 31, 1995
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(Percentages of each pro forma combined market value by investment category relate to total pro forma combined net assets)
U.S. GOVERNMENT AGENCY SECURITIES 79.01%
FEDERAL HOME LOAN MORTGAGE CORP 1.14%
$2,298,000 FHLMC 1993-1466PJ (a) 7.00 09/15/2021 $2,334,814 $0 $2,334,814
FEDERAL NATIONAL MORTGAGE ASSOC 4.40%
$5,000,000 Federal National Mortgage Assoc 5.94 12/12/2005 $0 $4,995,000 $4,995,000
500,000 FNMA 1989-59H (a) 7.75 10/25/2018 509,720 0 509,720
550,000 FNMA 1990-133J (a) 9.25 11/25/2003 583,731 0 583,731
841,008 FNMA 1991-G-8D (a) 8.50 03/25/2019 856,995 0 856,995
480,249 FNMA 1992-87D (a) 8.00 03/25/2017 479,510 0 479,510
1,500,000 FNMA 1993-133J (a) 7.00 12/25/2022 1,554,930 0 1,554,930
$3,984,886 $4,995,000 $8,979,886
GOVERNMENT NATIONAL MORTGAGE ASSOC 73.47%
$1,450,537 Government National Mortgage Assoc 6.50 05/15/24 $0 $1,438,744 $1,438,744
404,931 GNMA #000864 6.50 02/20/2008 408,221 0 408,221
1,054,313 GNMA #001287 6.50 07/20/2008 1,062,879 0 1,062,879
577,888 Government National Mortgage Assoc 6.75 03/15/2022 0 579,327 579,327
4,625,798 Government National Mortgage Assoc 6.75 09/15/2028 0 4,637,316 4,637,316
1,609,329 Government National Mortgage Assoc 6.88 01/15/2029 0 1,620,868 1,620,868
1,268,515 GNMA #369277 7.00 12/15/2023 1,284,769 0 1,284,769
2,249,191 Government National Mortgage Assoc 7.00 01/15/2029 0 2,276,563 2,276,563
7,600,833 Government National Mortgage Assoc 7.00 01/15/2029 0 7,693,411 7,693,411
1,304,863 Government National Mortgage Assoc 7.00 02/15/2029 0 1,320,744 1,320,744
3,322,733 Government National Mortgage Assoc 7.13 01/15/2029 0 3,376,661 3,376,661
4,978,365 Government National Mortgage Assoc 7.50 10/15/25 0 5,121,493 5,121,493
</TABLE>
<PAGE> 270
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
13,892,359 Government National Mortgage Assoc II 7.50 11/20/25 0 14,187,572 14,187,572
1,310,929 GNMA #336930 7.50 03/15/2023 1,350,532 0 1,350,532
371,720 GNMA #338486 7.50 04/15/2023 382,950 0 382,950
773,100 GNMA #352441 7.50 04/15/2023 796,455 0 796,455
892,519 GNMA #356898 7.50 05/15/2023 919,482 0 919,482
815,667 GNMA #358804 7.50 06/15/2023 840,308 0 840,308
876,503 GNMA #349785 7.50 06/15/2023 902,982 0 902,982
730,385 GNMA #381430 7.50 01/15/2024 751,841 0 751,841
1,388,999 GNMA #291124 7.50 06/15/2025 1,424,612 0 1,424,612
9,066,567 Government National Mortgage Assoc II 8.00 08/20/25 0 9,389,518 9,389,518
984,045 Government National Mortgage Assoc II 8.00 11/20/25 0 1,017,866 1,017,866
1,197,134 Government National Mortgage Assoc 8.00 05/15/2022 0 1,248,179 1,248,179
596,058 Government National Mortgage Assoc 8.00 06/15/2022 0 621,021 621,021
610,855 Government National Mortgage Assoc 8.00 06/15/2022 0 636,902 636,902
720,343 Government National Mortgage Assoc 8.00 06/15/2022 0 750,511 750,511
68,211 Government National Mortgage Assoc 8.00 09/15/2022 0 71,119 71,119
186,421 Government National Mortgage Assoc 8.00 09/15/2022 0 194,228 194,228
23,620 Government National Mortgage Assoc 8.00 10/15/2022 0 24,627 24,627
24,590 Government National Mortgage Assoc 8.00 10/15/2022 0 25,620 25,620
87,772 Government National Mortgage Assoc 8.00 10/15/2022 0 91,447 91,447
114,959 Government National Mortgage Assoc 8.00 10/15/2022 0 119,861 119,861
239,364 Government National Mortgage Assoc 8.00 10/15/2022 0 249,388 249,388
452,700 Government National Mortgage Assoc 8.00 10/15/2022 0 471,659 471,659
1,067,507 Government National Mortgage Assoc 8.00 10/15/2022 0 1,112,214 1,112,214
119,126 Government National Mortgage Assoc 8.00 11/15/2022 0 124,115 124,115
1,187,435 Government National Mortgage Assoc 8.00 11/15/2022 0 1,237,164 1,237,164
134,909 Government National Mortgage Assoc II 8.00 02/20/2023 0 139,714 139,714
858,104 Government National Mortgage Assoc II 8.00 03/20/2023 0 890,446 890,446
4,151,987 Government National Mortgage Assoc 8.43 08/01/2027 0 4,359,587 4,359,587
</TABLE>
<PAGE> 271
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
47,633 Government National Mortgage Assoc 8.50 10/15/2016 0 50,483 50,483
257,611 Government National Mortgage Assoc 8.50 04/15/2017 0 273,024 273,024
352,713 Government National Mortgage Assoc 8.50 05/15/2017 0 373,607 373,607
243,002 Government National Mortgage Assoc 8.50 06/15/2017 0 257,541 257,541
210,088 GNMA #278822 8.50 09/15/2019 220,723 0 220,723
84,988 Government National Mortgage Assoc 8.50 11/15/2019 0 89,896 89,896
823,798 Government National Mortgage Assoc 8.50 11/15/2019 0 871,372 871,372
96,145 Government National Mortgage Assoc 8.50 03/15/2020 0 101,697 101,697
148,668 GNMA #294227 8.50 04/15/2021 156,194 0 156,194
27,876 Government National Mortgage Assoc 8.50 05/15/2021 0 29,270 29,270
9,390 Government National Mortgage Assoc 8.50 07/15/2021 0 9,924 9,924
290,690 Government National Mortgage Assoc 8.50 07/15/2021 0 305,224 305,224
26,814 Government National Mortgage Assoc 8.50 08/15/2021 0 28,338 28,338
349,718 Government National Mortgage Assoc 8.50 08/15/2021 0 367,204 367,204
29,043 Government National Mortgage Assoc 8.50 10/15/2021 0 30,495 30,495
126,849 Government National Mortgage Assoc 8.50 10/15/2021 0 133,191 133,191
96,588 Government National Mortgage Assoc 8.50 11/15/2021 0 101,417 101,417
775,112 Government National Mortgage Assoc 8.50 01/15/2022 0 813,868 813,868
40,266 Government National Mortgage Assoc 8.50 04/15/2022 0 42,280 42,280
96,557 Government National Mortgage Assoc 8.50 04/15/2022 0 101,385 101,385
259,065 Government National Mortgage Assoc 8.50 04/15/2022 0 272,018 272,018
262,934 Government National Mortgage Assoc 8.50 04/15/2022 0 277,887 277,887
25,829 Government National Mortgage Assoc 8.50 05/15/2022 0 27,121 27,121
53,907 Government National Mortgage Assoc 8.50 05/15/2022 0 56,602 56,602
191,069 Government National Mortgage Assoc 8.50 05/15/2022 0 200,623 200,623
233,311 Government National Mortgage Assoc 8.50 05/15/2022 0 244,976 244,976
2,061,568 Government National Mortgage Assoc 8.50 07/15/2022 0 2,164,646 2,164,646
275,223 GNMA #389023 8.50 11/15/2022 289,157 0 289,157
2,666,020 Government National Mortgage Assoc 8.50 03/15/2027 0 2,792,469 2,792,469
</TABLE>
<PAGE> 272
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2,207,929 Government National Mortgage Assoc 8.50 04/15/2027 0 2,312,651 2,312,651
4,061,817 Government National Mortgage Assoc 8.75 01/15/2028 0 4,244,598 4,244,598
441,657 GNMA #005120 9.00 02/15/2005 468,294 0 468,294
12,022 Government National Mortgage Assoc 9.00 03/15/2005 0 12,704 12,704
49,692 Government National Mortgage Assoc 9.00 02/15/2009 0 53,192 53,192
114,903 Government National Mortgage Assoc 9.00 03/15/2016 0 122,676 122,676
4,347 Government National Mortgage Assoc 9.00 04/15/2016 0 4,641 4,641
11,725 Government National Mortgage Assoc 9.00 04/15/2016 0 12,527 12,527
16,197 Government National Mortgage Assoc 9.00 04/15/2016 0 17,306 17,306
142,341 Government National Mortgage Assoc 9.00 04/15/2016 0 152,082 152,082
143,231 Government National Mortgage Assoc 9.00 04/15/2016 0 153,032 153,032
147,468 Government National Mortgage Assoc 9.00 04/15/2016 0 157,445 157,445
162,535 Government National Mortgage Assoc 9.00 04/15/2016 0 173,657 173,657
8,750 Government National Mortgage Assoc 9.00 05/15/2016 0 9,349 9,349
9,462 Government National Mortgage Assoc 9.00 05/15/2016 0 10,110 10,110
10,468 Government National Mortgage Assoc 9.00 05/15/2016 0 11,176 11,176
30,950 Government National Mortgage Assoc 9.00 05/15/2016 0 33,068 33,068
60,111 Government National Mortgage Assoc 9.00 05/15/2016 0 64,178 64,178
68,837 Government National Mortgage Assoc 9.00 05/15/2016 0 73,494 73,494
91,861 Government National Mortgage Assoc 9.00 05/15/2016 0 98,147 98,147
139,586 Government National Mortgage Assoc 9.00 05/15/2016 0 149,247 149,247
365,915 Government National Mortgage Assoc 9.00 05/15/2016 0 390,955 390,955
25,544 Government National Mortgage Assoc 9.00 06/15/2016 0 27,272 27,272
84,318 Government National Mortgage Assoc 9.00 06/15/2016 0 90,088 90,088
91,439 Government National Mortgage Assoc 9.00 06/15/2016 0 97,625 97,625
92,360 Government National Mortgage Assoc 9.00 06/15/2016 0 98,680 98,680
104,015 Government National Mortgage Assoc 9.00 06/15/2016 0 111,133 111,133
133,391 Government National Mortgage Assoc 9.00 06/15/2016 0 142,415 142,415
146,851 Government National Mortgage Assoc 9.00 06/15/2016 0 156,786 156,786
</TABLE>
<PAGE> 273
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
149,524 Government National Mortgage Assoc 9.00 06/15/2016 0 159,756 159,756
194,738 Government National Mortgage Assoc 9.00 06/15/2016 0 208,063 208,063
202,991 Government National Mortgage Assoc 9.00 06/15/2016 0 216,882 216,882
31,878 Government National Mortgage Assoc 9.00 07/15/2016 0 34,035 34,035
50,759 Government National Mortgage Assoc 9.00 07/15/2016 0 54,193 54,193
73,891 Government National Mortgage Assoc 9.00 07/15/2016 0 78,947 78,947
109,080 Government National Mortgage Assoc 9.00 07/15/2016 0 116,544 116,544
130,052 Government National Mortgage Assoc 9.00 07/15/2016 0 138,951 138,951
143,993 Government National Mortgage Assoc 9.00 07/15/2016 0 153,846 153,846
161,865 Government National Mortgage Assoc 9.00 07/15/2016 0 172,941 172,941
172,309 Government National Mortgage Assoc 9.00 07/15/2016 0 184,100 184,100
244,863 Government National Mortgage Assoc 9.00 07/15/2016 0 261,619 261,619
336,325 GNMA #158370 9.00 07/15/2016 356,609 0 356,609
375,737 Government National Mortgage Assoc 9.00 07/15/2016 0 401,448 401,448
6,621 Government National Mortgage Assoc 9.00 08/15/2016 0 7,080 7,080
12,515 Government National Mortgage Assoc 9.00 08/15/2016 0 13,361 13,361
82,269 Government National Mortgage Assoc 9.00 08/15/2016 0 87,835 87,835
88,124 Government National Mortgage Assoc 9.00 08/15/2016 0 94,154 94,154
99,078 Government National Mortgage Assoc 9.00 08/15/2016 0 105,781 105,781
106,822 Government National Mortgage Assoc 9.00 08/15/2016 0 114,049 114,049
152,540 Government National Mortgage Assoc 9.00 08/15/2016 0 162,978 162,978
154,789 Government National Mortgage Assoc 9.00 08/15/2016 0 165,382 165,382
157,052 Government National Mortgage Assoc 9.00 08/15/2016 0 167,800 167,800
164,139 Government National Mortgage Assoc 9.00 08/15/2016 0 175,243 175,243
164,675 Government National Mortgage Assoc 9.00 08/15/2016 0 175,943 175,943
212,619 Government National Mortgage Assoc 9.00 08/15/2016 0 227,003 227,003
786,757 Government National Mortgage Assoc 9.00 08/15/2016 0 839,981 839,981
5,947 Government National Mortgage Assoc 9.00 09/15/2016 0 6,350 6,350
7,466 Government National Mortgage Assoc 9.00 09/15/2016 0 7,977 7,977
</TABLE>
<PAGE> 274
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
13,083 Government National Mortgage Assoc 9.00 09/15/2016 0 13,968 13,968
23,510 Government National Mortgage Assoc 9.00 09/15/2016 0 25,119 25,119
31,738 Government National Mortgage Assoc 9.00 09/15/2016 0 33,934 33,934
38,746 Government National Mortgage Assoc 9.00 09/15/2016 0 41,397 41,397
41,402 Government National Mortgage Assoc 9.00 09/15/2016 0 44,202 44,202
69,934 Government National Mortgage Assoc 9.00 09/15/2016 0 74,719 74,719
104,225 Government National Mortgage Assoc 9.00 09/15/2016 0 111,276 111,276
109,902 Government National Mortgage Assoc 9.00 09/15/2016 0 117,337 117,337
205,772 Government National Mortgage Assoc 9.00 09/15/2016 0 219,692 219,692
238,316 Government National Mortgage Assoc 9.00 09/15/2016 0 254,438 254,438
206,628 GNMA #158583 9.00 09/20/2016 216,249 0 216,249
651,807 GNMA #170298 9.00 09/20/2016 682,157 0 682,157
45,164 Government National Mortgage Assoc 9.00 10/15/2016 0 48,254 48,254
83,973 Government National Mortgage Assoc 9.00 10/15/2016 0 89,654 89,654
307,929 GNMA #176529 9.00 10/15/2016 326,502 0 326,502
312,150 Government National Mortgage Assoc 9.00 10/15/2016 0 333,267 333,267
474,046 Government National Mortgage Assoc 9.00 10/15/2016 0 506,115 506,115
99,694 Government National Mortgage Assoc 9.00 11/15/2016 0 106,438 106,438
109,446 Government National Mortgage Assoc 9.00 11/15/2016 0 116,850 116,850
117,885 Government National Mortgage Assoc 9.00 11/15/2016 0 125,860 125,860
162,891 Government National Mortgage Assoc 9.00 11/15/2016 0 173,910 173,910
170,915 Government National Mortgage Assoc 9.00 11/15/2016 0 182,611 182,611
217,176 Government National Mortgage Assoc 9.00 11/15/2016 0 231,868 231,868
357,602 Government National Mortgage Assoc 9.00 11/15/2016 0 381,794 381,794
402,531 Government National Mortgage Assoc 9.00 11/15/2016 0 429,762 429,762
6,724 Government National Mortgage Assoc 9.00 12/15/2016 0 7,179 7,179
9,959 Government National Mortgage Assoc 9.00 12/15/2016 0 10,632 10,632
15,339 Government National Mortgage Assoc 9.00 12/15/2016 0 16,377 16,377
25,658 Government National Mortgage Assoc 9.00 12/15/2016 0 27,394 27,394
</TABLE>
<PAGE> 275
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
74,048 Government National Mortgage Assoc 9.00 12/15/2016 0 79,115 79,115
118,093 Government National Mortgage Assoc 9.00 12/15/2016 0 126,082 126,082
123,098 Government National Mortgage Assoc 9.00 12/15/2016 0 131,425 131,425
130,001 Government National Mortgage Assoc 9.00 12/15/2016 0 138,796 138,796
130,436 Government National Mortgage Assoc 9.00 12/15/2016 0 139,260 139,260
237,983 Government National Mortgage Assoc 9.00 12/15/2016 0 254,268 254,268
92,499 Government National Mortgage Assoc 9.00 01/15/2017 0 98,685 98,685
182,597 Government National Mortgage Assoc 9.00 01/15/2017 0 194,949 194,949
193,401 Government National Mortgage Assoc 9.00 01/15/2017 0 206,485 206,485
198,294 Government National Mortgage Assoc 9.00 01/15/2017 0 211,863 211,863
206,040 Government National Mortgage Assoc 9.00 01/15/2017 0 219,978 219,978
314,715 Government National Mortgage Assoc 9.00 01/15/2017 0 336,006 336,006
536,638 Government National Mortgage Assoc 9.00 01/15/2017 0 572,942 572,942
1,196,039 Government National Mortgage Assoc 9.00 01/15/2017 0 1,276,951 1,276,951
14,959 Government National Mortgage Assoc 9.00 02/15/2017 0 15,982 15,982
45,427 Government National Mortgage Assoc 9.00 02/15/2017 0 48,536 48,536
206,788 Government National Mortgage Assoc 9.00 02/15/2017 0 220,777 220,777
234,205 Government National Mortgage Assoc 9.00 02/15/2017 0 250,049 250,049
82,239 Government National Mortgage Assoc 9.00 03/15/2017 0 87,803 87,803
233,522 Government National Mortgage Assoc 9.00 03/15/2017 0 249,319 249,319
18,292 Government National Mortgage Assoc 9.00 06/15/2017 0 19,515 19,515
102,671 Government National Mortgage Assoc 9.00 06/15/2017 0 109,536 109,536
151,806 Government National Mortgage Assoc 9.00 06/15/2017 0 162,075 162,075
264,793 Government National Mortgage Assoc 9.00 06/15/2017 0 282,500 282,500
25,272 Government National Mortgage Assoc 9.00 07/15/2017 0 26,962 26,962
42,025 Government National Mortgage Assoc 9.00 07/15/2017 0 44,868 44,868
133,503 Government National Mortgage Assoc 9.00 07/15/2017 0 142,430 142,430
174,996 Government National Mortgage Assoc 9.00 07/15/2017 0 186,834 186,834
185,313 Government National Mortgage Assoc 9.00 07/15/2017 0 197,849 197,849
</TABLE>
<PAGE> 276
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
325,146 GNMA #227132 9.00 07/20/2017 340,286 0 340,286
10,441 Government National Mortgage Assoc 9.00 08/15/2017 0 11,148 11,148
278,304 Government National Mortgage Assoc 9.00 08/15/2017 0 296,914 296,914
35,705 Government National Mortgage Assoc 9.00 09/15/2017 0 38,093 38,093
143,999 Government National Mortgage Assoc 9.00 09/15/2017 0 153,628 153,628
151,911 Government National Mortgage Assoc 9.00 09/15/2017 0 162,188 162,188
205,325 Government National Mortgage Assoc 9.00 09/15/2017 0 219,215 219,215
150,195 Government National Mortgage Assoc 9.00 10/15/2017 0 160,239 160,239
185,949 Government National Mortgage Assoc 9.00 10/15/2017 0 198,384 198,384
313,299 Government National Mortgage Assoc 9.00 10/15/2017 0 334,249 334,249
42,223 Government National Mortgage Assoc 9.00 11/15/2017 0 45,046 45,046
298,291 Government National Mortgage Assoc 9.00 03/15/2018 0 318,238 318,238
29,013 Government National Mortgage Assoc 9.00 06/15/2018 0 30,930 30,930
83,044 Government National Mortgage Assoc 9.00 06/15/2018 0 88,532 88,532
253,232 GNMA #001168 9.00 04/20/2019 265,023 0 265,023
516,811 Government National Mortgage Assoc 9.00 09/15/2019 0 550,564 550,564
247,036 GNMA #282857 9.00 11/15/2019 261,936 0 261,936
141,000 Government National Mortgage Assoc 9.00 12/15/2019 0 150,208 150,208
180,031 Government National Mortgage Assoc 9.00 12/15/2019 0 191,788 191,788
222,617 GNMA #281510 9.00 12/15/2019 236,044 0 236,044
348,090 Government National Mortgage Assoc 9.00 01/15/2020 0 370,824 370,824
67,108 Government National Mortgage Assoc 9.00 02/15/2020 0 71,700 71,700
116,410 Government National Mortgage Assoc 9.00 03/15/2020 0 123,922 123,922
27,875 Government National Mortgage Assoc 9.00 05/15/2020 0 29,673 29,673
120,535 Government National Mortgage Assoc 9.00 05/15/2020 0 128,313 128,313
27,557 Government National Mortgage Assoc 9.00 07/15/2020 0 29,357 29,357
132,332 Government National Mortgage Assoc 9.00 07/15/2020 0 141,077 141,077
138,317 Government National Mortgage Assoc 9.00 10/15/2020 0 147,243 147,243
216,950 Government National Mortgage Assoc 9.00 10/15/2020 0 230,950 230,950
</TABLE>
<PAGE> 277
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
60,988 Government National Mortgage Assoc 9.00 11/15/2020 0 64,971 64,971
278,145 Government National Mortgage Assoc 9.00 11/15/2020 0 296,311 296,311
347,157 Government National Mortgage Assoc 9.00 03/15/2021 0 369,559 369,559
345,717 Government National Mortgage Assoc 9.00 04/15/2021 0 368,026 368,026
217,650 GNMA #001596 9.00 04/20/2021 227,785 0 227,785
42,230 Government National Mortgage Assoc 9.00 06/15/2021 0 44,922 44,922
109,798 Government National Mortgage Assoc 9.00 06/15/2021 0 116,797 116,797
201,641 Government National Mortgage Assoc 9.00 06/15/2021 0 214,496 214,496
8,445 Government National Mortgage Assoc 9.00 07/15/2021 0 8,984 8,984
54,959 Government National Mortgage Assoc 9.00 10/15/2021 0 58,462 58,462
323,165 Government National Mortgage Assoc 9.00 10/15/2021 0 343,766 343,766
188,936 Government National Mortgage Assoc 9.00 11/15/2021 0 200,981 200,981
649,195 Government National Mortgage Assoc 9.00 11/15/2021 0 690,581 690,581
671,411 GNMA #001740 9.00 12/20/2021 702,674 0 702,674
182,090 Government National Mortgage Assoc 9.00 04/15/2022 0 193,699 193,699
374,492 Government National Mortgage Assoc 9.00 07/15/2022 0 398,366 398,366
898,135 GNMA #000058 9.00 07/20/2022 939,955 0 939,955
219,369 Government National Mortgage Assoc 9.00 08/15/2022 0 233,181 233,181
226,864 Government National Mortgage Assoc 9.00 01/15/2023 0 241,326 241,326
9,361 Government National Mortgage Assoc 9.50 10/15/2009 0 10,161 10,161
331,854 GNMA #157247 9.50 05/20/2016 350,624 0 350,624
1,783 Government National Mortgage Assoc 9.50 08/15/2016 0 1,933 1,933
191,029 Government National Mortgage Assoc 9.50 10/15/2016 0 206,569 206,569
13,994 Government National Mortgage Assoc 9.50 11/15/2016 0 15,132 15,132
158,112 GNMA #161673 9.50 11/15/2016 169,822 0 169,822
372,994 Government National Mortgage Assoc 9.50 11/15/2016 0 403,337 403,337
130,603 Government National Mortgage Assoc 9.50 12/15/2016 0 141,119 141,119
67,832 Government National Mortgage Assoc 9.50 05/15/2017 0 73,294 73,294
58,782 Government National Mortgage Assoc 9.50 05/20/2017 0 62,510 62,510
</TABLE>
<PAGE> 278
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6,730 Government National Mortgage Assoc 9.50 08/15/2017 0 7,277 7,277
21,678 Government National Mortgage Assoc 9.50 08/15/2017 0 23,424 23,424
94,782 Government National Mortgage Assoc 9.50 10/15/2017 0 102,414 102,414
14,707 Government National Mortgage Assoc 9.50 11/15/2017 0 15,892 15,892
7,291 Government National Mortgage Assoc 9.50 07/15/2018 0 7,884 7,884
8,093 Government National Mortgage Assoc 9.50 07/15/2018 0 8,738 8,738
153,401 Government National Mortgage Assoc 9.50 07/15/2018 0 165,624 165,624
9,919 Government National Mortgage Assoc 9.50 12/15/2018 0 10,709 10,709
13,060 Government National Mortgage Assoc 9.50 01/15/2019 0 14,101 14,101
51,614 Government National Mortgage Assoc 9.50 02/15/2019 0 55,684 55,684
367,060 Government National Mortgage Assoc 9.50 08/20/2019 0 390,343 390,343
15,042 Government National Mortgage Assoc 9.50 10/15/2019 0 16,228 16,228
1,678,286 Government National Mortgage Assoc 9.50 10/20/2019 0 1,784,739 1,784,739
5,519 Government National Mortgage Assoc 9.50 11/15/2019 0 5,954 5,954
227,373 GNMA #288111 9.50 03/15/2020 244,213 0 244,213
71,123 Government National Mortgage Assoc 9.50 06/15/2020 0 76,672 76,672
82,951 Government National Mortgage Assoc 9.50 10/15/2020 0 89,423 89,423
148,130 GNMA #175902 9.50 11/15/2020 159,101 0 159,101
109,643 Government National Mortgage Assoc 9.50 01/15/2021 0 118,197 118,197
28,170 Government National Mortgage Assoc 9.50 02/15/2021 0 30,368 30,368
226,240 Government National Mortgage Assoc 9.50 03/20/2021 0 240,591 240,591
314,828 Government National Mortgage Assoc 9.50 10/15/2021 0 339,391 339,391
33,748 Government National Mortgage Assoc 10.00 11/15/2009 0 37,180 37,180
60,739 Government National Mortgage Assoc 10.00 11/15/2009 0 66,915 66,915
402,985 Government National Mortgage Assoc 10.00 11/15/2009 0 443,960 443,960
20,186 Government National Mortgage Assoc 10.00 12/15/2009 0 22,239 22,239
46,907 Government National Mortgage Assoc 10.00 09/15/2013 0 51,861 51,861
6,257 Government National Mortgage Assoc II 10.00 12/20/2013 0 6,808 6,808
158,737 Government National Mortgage Assoc II 10.00 07/20/2014 0 172,725 172,725
</TABLE>
<PAGE> 279
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
90,406 Government National Mortgage Assoc 10.00 10/15/2015 0 99,920 99,920
37,889 Government National Mortgage Assoc 10.00 12/15/2015 0 41,889 41,889
72,891 Government National Mortgage Assoc 10.00 12/15/2015 0 80,561 80,561
41,827 Government National Mortgage Assoc 10.00 02/15/2016 0 46,229 46,229
47,695 Government National Mortgage Assoc 10.00 02/15/2016 0 52,714 52,714
64,873 Government National Mortgage Assoc 10.00 02/15/2016 0 71,722 71,722
113,983 Government National Mortgage Assoc 10.00 02/15/2016 0 125,978 125,978
56,497 Government National Mortgage Assoc II 10.00 02/20/2016 0 61,476 61,476
19,949 Government National Mortgage Assoc 10.00 03/15/2016 0 22,049 22,049
27,702 Government National Mortgage Assoc 10.00 03/15/2016 0 30,617 30,617
40,126 Government National Mortgage Assoc 10.00 03/15/2016 0 44,348 44,348
54,355 Government National Mortgage Assoc 10.00 03/15/2016 0 60,075 60,075
61,897 Government National Mortgage Assoc 10.00 03/15/2016 0 68,389 68,389
83,196 Government National Mortgage Assoc 10.00 03/15/2016 0 91,950 91,950
113,797 Government National Mortgage Assoc 10.00 03/15/2016 0 125,772 125,772
116,686 Government National Mortgage Assoc 10.00 03/15/2016 0 128,965 128,965
174,828 Government National Mortgage Assoc 10.00 03/15/2016 0 193,286 193,286
185,410 Government National Mortgage Assoc 10.00 03/15/2016 0 204,856 204,856
148,593 Government National Mortgage Assoc 10.00 05/15/2016 0 164,229 164,229
142,126 Government National Mortgage Assoc 10.00 06/15/2016 0 157,135 157,135
306,916 Government National Mortgage Assoc 10.00 08/15/2016 0 339,320 339,320
62,866 Government National Mortgage Assoc 10.00 09/15/2016 0 69,504 69,504
29,623 Government National Mortgage Assoc 10.00 10/15/2016 0 32,751 32,751
24,953 Government National Mortgage Assoc 10.00 11/15/2016 0 27,588 27,588
99,913 Government National Mortgage Assoc 10.00 11/15/2016 0 110,427 110,427
60,393 Government National Mortgage Assoc 10.00 08/15/2017 0 66,769 66,769
55,427 Government National Mortgage Assoc 10.00 09/15/2017 0 61,260 61,260
67,539 Government National Mortgage Assoc 10.00 10/15/2017 0 74,694 74,694
65,241 Government National Mortgage Assoc 10.00 12/15/2017 0 72,107 72,107
</TABLE>
<PAGE> 280
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
117,151 Government National Mortgage Assoc 10.00 12/15/2017 0 129,561 129,561
80,325 Government National Mortgage Assoc 10.00 02/15/2018 0 88,834 88,834
137,315 Government National Mortgage Assoc 10.00 02/15/2018 0 151,764 151,764
53,125 Government National Mortgage Assoc 10.00 03/15/2018 0 58,753 58,753
258,872 Government National Mortgage Assoc 10.00 03/15/2018 0 286,385 286,385
46,408 Government National Mortgage Assoc 10.00 04/15/2018 0 51,292 51,292
140,111 Government National Mortgage Assoc 10.00 04/15/2018 0 154,904 154,904
57,708 Government National Mortgage Assoc 10.00 07/15/2018 0 63,841 63,841
165,399 Government National Mortgage Assoc 10.00 07/15/2018 0 182,978 182,978
26,978 Government National Mortgage Assoc 10.00 08/15/2018 0 29,845 29,845
59,027 Government National Mortgage Assoc 10.00 08/15/2018 0 65,280 65,280
73,244 Government National Mortgage Assoc 10.00 08/15/2018 0 81,028 81,028
150,978 Government National Mortgage Assoc 10.00 08/15/2018 0 167,024 167,024
72,964 Government National Mortgage Assoc 10.00 09/15/2018 0 80,694 80,694
23,791 Government National Mortgage Assoc 10.00 10/15/2018 0 26,320 26,320
52,501 Government National Mortgage Assoc 10.00 10/15/2018 0 58,080 58,080
102,344 Government National Mortgage Assoc 10.00 10/15/2018 0 113,185 113,185
82,066 Government National Mortgage Assoc 10.00 11/15/2018 0 90,788 90,788
49,690 Government National Mortgage Assoc 10.00 01/15/2019 0 54,954 54,954
135,057 Government National Mortgage Assoc 10.00 01/15/2019 0 149,316 149,316
33,690 Government National Mortgage Assoc 10.00 03/15/2019 0 37,259 37,259
164,195 Government National Mortgage Assoc 10.00 03/15/2019 0 181,645 181,645
82,078 Government National Mortgage Assoc 10.00 04/15/2019 0 90,801 90,801
557,960 Government National Mortgage Assoc 10.00 02/15/2020 0 614,101 614,101
45,686 Government National Mortgage Assoc 10.00 05/15/2020 0 50,283 50,283
47,203 Government National Mortgage Assoc 10.00 05/15/2020 0 51,953 51,953
42,359 Government National Mortgage Assoc 10.00 06/15/2020 0 46,622 46,622
283,880 Government National Mortgage Assoc 10.00 06/15/2020 0 312,444 312,444
62,650 Government National Mortgage Assoc II 10.00 07/20/2020 0 68,170 68,170
</TABLE>
<PAGE> 281
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
11,446 Government National Mortgage Assoc 10.00 08/15/2020 0 12,598 12,598
81,788 Government National Mortgage Assoc 10.00 08/15/2020 0 90,017 90,017
435,608 Government National Mortgage Assoc II 10.00 08/20/2020 0 473,994 473,994
641,684 Government National Mortgage Assoc II 10.00 09/20/2020 0 698,229 698,229
44,770 Government National Mortgage Assoc 10.00 11/15/2020 0 49,275 49,275
495,699 Government National Mortgage Assoc II 10.00 12/20/2020 0 539,380 539,380
471,955 Government National Mortgage Assoc II 10.00 01/20/2021 0 513,544 513,544
258,441 Government National Mortgage Assoc 10.00 02/15/2021 0 285,908 285,908
697,716 Government National Mortgage Assoc 10.00 03/15/2021 0 767,921 767,921
2,671,402 Government National Mortgage Assoc II 10.00 03/20/2021 0 2,906,806 2,906,806
1,697,173 Government National Mortgage Assoc II 10.00 05/20/2021 0 1,846,728 1,846,728
83,804 Government National Mortgage Assoc II 10.00 06/20/2022 0 91,189 91,189
11,846 Government National Mortgage Assoc 10.50 09/15/2015 0 13,238 13,238
13,873 Government National Mortgage Assoc 10.50 10/15/2015 0 15,504 15,504
99,296 Government National Mortgage Assoc 10.50 10/15/2015 0 110,847 110,847
5,534 Government National Mortgage Assoc 10.50 11/15/2015 0 6,185 6,185
27,745 Government National Mortgage Assoc 10.50 12/15/2015 0 31,007 31,007
174,642 Government National Mortgage Assoc 10.50 12/15/2015 0 195,361 195,361
10,209 Government National Mortgage Assoc 10.50 02/15/2016 0 11,410 11,410
16,600 Government National Mortgage Assoc 10.50 02/15/2016 0 18,551 18,551
303,102 Government National Mortgage Assoc 10.50 02/15/2016 0 338,734 338,734
43,897 Government National Mortgage Assoc 10.50 03/15/2016 0 49,105 49,105
45,257 Government National Mortgage Assoc 10.50 03/15/2016 0 50,577 50,577
26,238 Government National Mortgage Assoc 10.50 04/15/2016 0 29,351 29,351
5,894 Government National Mortgage Assoc 10.50 07/15/2017 0 6,597 6,597
297,674 Government National Mortgage Assoc 10.50 10/15/2017 0 332,990 332,990
162,659 Government National Mortgage Assoc 10.50 12/15/2017 0 182,076 182,076
18,102 Government National Mortgage Assoc 10.50 01/15/2018 0 20,263 20,263
97,916 Government National Mortgage Assoc 10.50 01/15/2018 0 109,427 109,427
</TABLE>
<PAGE> 282
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
251,799 Government National Mortgage Assoc 10.50 01/15/2018 0 281,857 281,857
14,578 Government National Mortgage Assoc 10.50 02/15/2018 0 16,292 16,292
33,343 Government National Mortgage Assoc 10.50 06/15/2018 0 37,299 37,299
35,085 Government National Mortgage Assoc 10.50 11/15/2018 0 39,062 39,062
92,590 Government National Mortgage Assoc 10.50 03/15/2019 0 103,642 103,642
663,019 Government National Mortgage Assoc 10.50 03/15/2019 0 742,164 742,164
181,742 Government National Mortgage Assoc 10.50 04/15/2019 0 203,437 203,437
189,820 Government National Mortgage Assoc 10.50 05/15/2019 0 212,479 212,479
8,496 Government National Mortgage Assoc 10.50 06/15/2019 0 9,510 9,510
313,711 Government National Mortgage Assoc 10.50 06/15/2019 0 351,159 351,159
9,830 Government National Mortgage Assoc 10.50 07/15/2019 0 10,996 10,996
11,563 Government National Mortgage Assoc 10.50 07/15/2019 0 12,944 12,944
46,588 Government National Mortgage Assoc 10.50 07/15/2019 0 52,149 52,149
58,192 Government National Mortgage Assoc 10.50 07/15/2019 0 65,138 65,138
6,611 Government National Mortgage Assoc 10.50 08/15/2019 0 7,380 7,380
189,764 Government National Mortgage Assoc 10.50 09/15/2019 0 212,416 212,416
16,283 Government National Mortgage Assoc 10.50 06/15/2020 0 18,226 18,226
34,072 Government National Mortgage Assoc 10.50 07/15/2020 0 38,139 38,139
5,737 Government National Mortgage Assoc 10.50 08/15/2020 0 6,421 6,421
1,627,552 Government National Mortgage Assoc II 11.00 08/20/2019 0 1,826,407 1,826,407
610,126 Government National Mortgage Assoc II 11.00 06/20/2020 0 684,671 684,671
596,239 Government National Mortgage Assoc II 11.00 08/20/2020 0 669,087 669,087
5,351 GNMA #000070 12.00 01/20/99 5,684 0 5,684
17,771 GNMA #000116 12.00 04/20/99 18,876 0 18,876
6,357 GNMA #116702 12.50 12/15/99 6,880 0 6,880
------------------------------------------
$16,769,819 $133,261,424 $150,031,243
TOTAL U.S. GOVERNMENT AGENCY SECURITIES $23,089,519 $138,256,424 $161,345,943
(Combined Cost $160,148,150)
</TABLE>
<PAGE> 283
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Funds
Principal Description Rate Date Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES 20.46%
U.S. TREASURY BONDS 9.64%
2,000,000.00 U.S. Treasury Bonds 6.88 08/15/25 $0 $2,255,620 $2,255,620
7,500,000.00 U.S. Treasury Bonds 7.25 05/15/2016 0 8,564,028 8,564,028
5,000,000.00 U.S. Treasury Bonds 7.63 02/15/2025 0 6,114,050 6,114,050
1,500,000 U.S. Treasury Bonds 7.25 05/15/2016 1,713,281 0 1,713,281
1,000,000 U.S. Treasury Bonds 6.25 08/15/2023 1,028,125 0 1,028,125
------------------------------------------
$2,741,406 $16,933,698 $19,675,104
U.S. TREASURY NOTES 10.82%
3,000,000.00 U.S. Treasury Notes 6.50 08/15/2005 $0 $3,195,930 $3,195,930
17,000,000.00 U.S. Treasury Notes 7.25 08/15/2004 0 18,904,510 18,904,510
------------------------------------------
$0 $22,100,440 $22,100,440
TOTAL U.S. TREASURY SECURITIES $2,741,406 $39,034,138 $41,775,544
(Combined Cost $40,249,793)
SHORT-TERM INSTRUMENTS 0.29%
REPURCHASE AGREEMENTS 0.29%
$587,000 Goldman Sachs Pooled Repurchase Agreement
- 102% Collateralized by U.S. Government
Securities 5.75 01/02/96 $0 $587,000 $587,000
------------------------------------------
(Combined Cost $587,000)
TOTAL INVESTMENTS IN SECURITIES
</TABLE>
<PAGE> 284
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Government Bond Ginnie Mae Fund Funds
Principal Description Fund Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Combined Cost $200,984,942)** (See Notes 1
and 3) $25,830,925 $177,877,562 $203,708,487
Other Assets and Liabilities, Net (11,766) 507,085 687,361
------------------------------------------
TOTAL NET ASSETS $25,819,159 $178,384,647 $204,395,848
==========================================
(a) Due to different investment objectives, certain of these securities may be sold by the Investment Manager once the
Funds are merged.
(b) See historical financial statements and footnotes thereto of each of the Funds regarding valuation of securities
** Cost for federal income tax purposes is the same as for financial statement purposes and net unrealized
appreciation consists of:
Gross Unrealized Appreciation $400,388 $2,735,525 $3,135,913
Gross Unrealized Depreciation (116,674) (295,694) (412,368)
------------------------------------------
Net Unrealized Appreciation $283,714 $2,439,831 $2,723,545
==========================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 285
PRO FORMA PORTFOLIO OF INVESTMENTS FOR THE STAGECOACH SHORT-
INTERMEDIATE U.S. GOVERNMENT INCOME FUND, PACIFICA THE SHORT TERM
GOVERNMENT BOND FUND AND PACIFICA THE GOVERNMENT INCOME FUND (a)
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica
Intermediate Short Term Pacifica Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(Percentages of each pro forma combined market value by investment category relate to total pro forma combined net assets)
ASSET BACKED SECURITIES 4.79%
$133,556 Bank of the West 1989-1 9.10 09/15/04 $0 $0 $135,002 $135,002
524,127 CFC Grantor Trust 7-1 8.65 10/15/96 0.00 0.00 525,967 525,967
2,000,000 Chrysler Auto Receivable Co 7.88 03/15/98 0.00 0.00 2,026,440 2,026,440
269,232 Fleetwood Credit Co Grantor Trust 1989-A 8.75 10/15/04 0.00 0.00 272,196 272,196
610,092 Fleetwood Credit Co Grantor Trust 1992-A 7.10 02/15/07 0.00 0.00 616,877 616,877
1,000,000 Olympic Automobile Receivables Trust Series
1995-D 6.05 11/15/00 0.00 0.00 1,011,640 1,011,640
3,000,000 Unisys Receivables Master Trust I 5.05 11/15/96 0.00 0.00 3,001,980 3,001,980
-------------------------------------------------
TOTAL ASSET BACKED SECURITIES $0 $0 7,590,102 $7,590,102
(Combined Cost $7,510,862)
COLLATERALIZED MORTGAGE OBLIGATIONS 5.36%
$869,654 FHLMC 1334-E 7.00 12/15/03 $0 $0 $872,890 $872,890
869,741 FNMA 1991-141SP 9.21 04/25/10 0.00 0.00 871,915 871,915
1,355,522 FNMA 1993-129A 5.20 07/25/99 0.00 0.00 1,351,456 1,351,456
786,245 FNMA 1992-49E 7.00 07/25/17 0.00 0.00 787,213 787,213
4,500,000 FNMA 1992-79J 7.50 08/25/20 0.00 0.00 4,598,955 4,598,955
-------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS $0 $0 8,482,429 $8,482,429
(Combined Cost $8,385,118)
CORPORATE NOTES AND BONDS 7.66%
$2,000,000 General Motors Acceptance Corp 7.75 04/15/97 $0 $0 $2,038,052 $2,038,052
</TABLE>
<PAGE> 286
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica
Intermediate Short Term Pacifica Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1,000,000 General Motors Corp 7.40 09/01/25 0.00 0.00 1,063,296 1,063,296
1,750,000 Rite Aid Corp 6.88 08/15/13 0.00 0.00 1,715,693 1,715,693
2,000,000 Abbey National Plc 6.69 10/17/05 0.00 0.00 2,070,924 2,070,924
1,100,000 Smith Barney Inc 6.00 03/15/97 0.00 0.00 1,106,346 1,106,346
1,000,000 U.S. West Capital Funding Corp 6.31 11/01/05 0.00 0.00 1,018,154 1,018,154
1,000,000 Ford Credit Auto Loan Master Trust 6.50 08/15/02 1,028,581 0.00 0.00 1,028,581
2,000,000 Coors (Adolph) Inc 8.95 06/16/97 0.00 0.00 2,093,150 2,093,150
-------------------------------------------------
TOTAL CORPORATE NOTES AND BONDS $1,028,581 $0 11,105,615 $12,134,196
(Combined Cost $11,867,089)
U.S. GOVERNMENT AGENCY SECURITIES 49.70%
ADJUSTABLE RATE MORTGAGES 6.04%
$181,245 FHLMC #390208 (COFI) 6.38 07/01/19 $182,604 $0 $0 $182,604
45,186 FHLMC #400177 (CMT) 7.50 12/01/17 46,202 0 0 46,202
73,489 FHLMC #755102 (CMT) 7.36 06/01/18 74,820 0 0 74,820
258,376 FHLMC #755163 (CMT) 8.19 10/01/19 267,097 0 0 267,097
561,928 FHLMC #755188 (CMT) 7.68 09/01/20 578,083 0 0 578,083
129,885 FNMA #118479 (COFI) 6.39 02/01/19 129,885 0 0 129,885
958,386 FNMA #190826 (CMT) 7.54 03/01/24 988,930 0 0 988,930
308,732 FNMA #61151 (CMT) 7.84 09/01/26 318,186 0 0 318,186
141,702 FNMA #70032 (CMT) 7.56 02/01/17 144,447 0 0 144,447
1,355,982 FNMA #70277 (CMT) 8.05 05/01/19 1,393,272 0 0 1,393,272
119,914 FNMA #70381 (COFI) 6.76 08/01/19 120,607 0 0 120,607
379,394 FNMA #70615 (CMT) 7.48 05/01/19 387,456 0 0 387,456
103,775 FNMA #70911 (COFI) 6.52 06/01/19 105,202 0 0 105,202
496,168 FNMA #90031 (CMT) 7.52 01/01/20 506,091 0 0 506,091
1,018,078 GNMA #356587 8.00 06/15/23 1,060,715 0 0 1,060,715
980,000 GNMA #395783 8.00 05/15/25 1,021,033 0 0 1,021,033
</TABLE>
<PAGE> 287
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica Pacifica
Intermediate Short Term Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
980,000 GNMA #403212 8.00 09/15/24 1,021,033 0 0 1,021,033
1,185,651 GNMA II #234031 8.00 08/20/2017 1,223,935 0 0 1,223,935
-------------------------------------------------
$9,569,598 $0 $0 $9,569,598
FEDERAL HOME LOAN BANK 0.63%
$1,000,000 Federal Home Loan Bank 9.75 02/09/96 $0 $1,005,059 $0 $1,005,059
-------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORP BONDS 3.24%
$1,000,000 Federal Home Loan Mortgage Corp 8.13 09/30/96 $0 $0 $1,020,764 $1,020,764
2,000,000 Federal Home Loan Mortgage Corp 8.42 01/12/98 0 0 2,001,540 2,001,540
2,000,000 Federal Home Loan Mortgage Corp 8.00 09/15/2023 0 0 2,113,660 2,113,660
-------------------------------------------------
$0 $0 $5,135,964 $5,135,964
FEDERAL HOME LOAN MORTGAGE CORP PASS-
THROUGH SECURITIES 1.82%
$57,951 FHLMC #189194 8.75 08/01/2008 $0 $0 $60,397 $60,397
215,712 FHLMC #220009 8.25 08/01/2001 0 0 221,766 221,766
324,530 FHLMC #291786 8.50 01/01/2009 0 0 336,700 336,700
1,645,373 FHLMC #536534 9.00 07/01/2017 0 0 1,737,382 1,737,382
290,013 FHLMC #544269 8.00 11/01/2008 0 0 298,895 298,895
211,402 FHLMC #546103 10.50 08/01/2019 0 0 231,948 231,948
-------------------------------------------------
$0 $0 2,887,088 $2,887,088
FEDERAL NATIONAL MORTGAGE ASSOC BONDS 12.78%
$3,000,000 Federal National Mortgage Assoc (c) 8.64 01/01/96 $0 $0 $3,000,030 $3,000,030
1,000,000 Federal National Mortgage Assoc 9.35 02/12/96 0 0 1,004,458 1,004,458
3,000,000 Federal National Mortgage Assoc 8.35 11/10/99 0 0 3,286,164 3,286,164
5,000,000 Federal National Mortgage Assoc 8.63 11/10/2004 0 0 5,433,330 5,433,330
</TABLE>
<PAGE> 288
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica Pacifica
Intermediate Short Term Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5,000,000 Federal National Mortgage Assoc 8.50 02/01/2005 0 0 5,455,885 5,455,885
2,000,000 Federal National Mortgage Assoc Global Bond 6.85 05/26/2000 2,053,440 0 0 2,053,440
-------------------------------------------------
$2,053,440 $0 $18,179,867 $20,233,307
FEDERAL NATIONAL MORTGAGE ASSOC PASS-
THROUGH SECURITIES 3.09%
374,875 FNMA #02783 8.75 03/01/2007 $0 $0 $393,385 $393,385
4,095,437 FNMA #50761 6.00 07/01/2008 0 0 4,059,602 4,059,602
186,995 FNMA #68853 6.50 11/01/98 0 0 186,771 186,771
28,202 FNMA #75336 9.50 02/01/2009 0 0 30,053 30,053
217,024 FNMA #83785 8.00 08/01/2018 0 0 224,959 224,959
-------------------------------------------------
$0 $0 $4,894,770 $4,894,770
MISCELLANEOUS NOTES AND BONDS 2.53%
$1,500,000 Private Export Funding Corp 9.00 01/31/96 $0 $1,504,473 $0 $1,504,473
1,500,000 Student Loan Marketing Assoc 5.96 04/25/2004 0 1,500,000 0 1,500,000
1,000,000 Student Loan Marketing Assoc 5.96 04/25/2004 0 0 1,000,000 1,000,000
-------------------------------------------------
$0 $3,004,473 $1,000,000 $4,004,473
REAL ESTATE MORTGAGE INVESTMENT CONDUITS 2.46%
$275,007 FHLMC 1185A 6.75 07/15/2006 $0 $277,677 $0 $277,677
1,725,015 FHLMC 1370C 5.00 08/15/2011 0 1,720,217 0 1,720,217
664,496 FHLMC 1554-LA 5.58 08/15/2008 649,333 0 0 649,333
300,000 FHLMC 160 5.00 04/15/2003 0 297,816 0 297,816
858,889 FNMA 1991-26E 8.00 01/25/2005 0 867,427 0 867,427
87,203 FNMA 1993-G19 7.50 04/25/2023 87,666 0 0 87,666
-------------------------------------------------
$736,999 $3,163,137 $0 $3,900,136
TOTAL U.S. GOVERNMENT AGENCY SECURITIES $12,360,037 $7,172,669 $32,097,689 $51,630,395
</TABLE>
<PAGE> 289
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica Pacifica
Intermediate Short Term Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(Combined Cost $51,025,044)
U.S. TREASURY SECURITIES 49.70%
U.S. TREASURY BONDS 8.92%
$3,000,000 U.S. Treasury Bonds 6.25 05/31/2000 $3,100,770 $0 $0 $3,100,770
1,000,000 U.S. Treasury Bonds 10.75 05/15/2003 0 0 1,314,687 1,314,687
4,000,000 U.S. Treasury Bonds 7.25 05/15/2016 0 0 4,568,748 4,568,748
5,000,000 U.S. Treasury Bonds 6.25 05/15/2023 0 0 5,140,625 5,140,625
-------------------------------------------------
$3,100,770 $0 $11,024,060 $14,124,830
U.S. TREASURY NOTES 40.78%
$2,750,000 U.S. Treasury Notes 7.25 11/15/96 $0 $2,797,264 $0 $2,797,264
1,000,000 U.S. Treasury Notes 7.50 12/31/96 1,021,870 0 0 1,021,870
3,025,000 U.S. Treasury Notes 8.00 01/15/97 0 3,108,188 0 3,108,188
3,300,000 U.S. Treasury Notes 6.75 02/28/97 0 3,357,750 0 3,357,750
2,500,000 U.S. Treasury Notes 8.50 05/15/97 0 2,608,593 0 2,608,593
2,000,000 U.S. Treasury Notes 6.50 05/15/97 0 2,034,374 0 2,034,374
1,500,000 U.S. Treasury Notes 6.13 05/31/97 0 1,519,218 0 1,519,218
1,000,000 U.S. Treasury Notes 5.75 10/31/97 0 1,010,000 0 1,010,000
1,000,000 U.S. Treasury Notes 7.38 11/15/97 0 1,038,125 0 1,038,125
5,000,000 U.S. Treasury Notes 5.25 12/31/97 5,008,600 0 0 5,008,600
2,850,000 U.S. Treasury Notes 7.88 01/15/98 0 2,996,063 0 2,996,063
3,300,000 U.S. Treasury Notes 8.25 07/15/98 0 3,533,063 0 3,533,063
1,750,000 U.S. Treasury Notes 8.25 07/15/98 0 0 1,873,594 1,873,594
1,000,000 U.S. Treasury Notes 7.13 10/15/98 0 1,048,125 0 1,048,125
2,500,000 U.S. Treasury Notes 8.00 10/15/98 0 2,552,343 0 2,552,343
7,000,000 U.S. Treasury Notes 7.13 09/30/99 7,422,170 0 0 7,422,170
8,000,000 U.S. Treasury Notes 6.38 01/15/2000 8,306,240 0 0 8,306,240
5,000,000 U.S. Treasury Notes 5.50 12/31/2000 5,025,800 0 0 5,025,800
</TABLE>
<PAGE> 290
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica Pacifica
Intermediate Short Term Pro Forma
U.S. Government Government Government Combined
Interest Maturity Income Fund Bond Fund Income Fund Funds
Principal Description Rate Date Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1,000,000 U.S. Treasury Notes 6.38 08/15/2002 0 0 1,050,937 1,050,937
5,000,000 U.S. Treasury Notes 7.50 02/15/2005 0 0 5,676,560 5,676,560
1,250,000 U.S. Treasury Notes 8.13 08/15/2019 0 0 1,572,266 1,572,266
-------------------------------------------------
$26,784,680 $27,603,106 $10,173,357 $64,561,143
TOTAL U.S. TREASURY SECURITIES $29,885,450 $27,603,106 $21,197,417 $78,685,973
(Combined Cost $75,899,851)
SHORT-TERM INSTRUMENTS 1.94%
REPURCHASE AGREEMENTS 1.94%
$1,119,000 Goldman Sachs Pooled Repurchase Agreement -
102% Collateralized by U.S. Government
Securities 5.75 01/02/96 $1,119,000 $0 $0 $1,119,000
332,228 Goldman Sachs & Co Repurchase Agreement -
Collateralized by U.S. Government Agency
Securities 5.85 01/02/96 0 332,228 0 332,228
1,627,494 Goldman Sachs & Co Repurchase Agreement -
Collateralized by U.S. Government Agency
Securities 5.85 01/02/96 0 0 1,627,495 1,627,495
-------------------------------------------------
TOTAL REPURCHASE AGREEMENTS $1,119,000 $332,228 $1,627,495 $3,078,723
(Combined Cost $3,078,725)
TOTAL INVESTMENTS IN SECURITIES
(Combined Cost $157,766,689)* (See Notes 1 and 3) $44,393,067 $35,108,003 $82,100,747 $161,601,818
Other Assets and Liabilities, Net (4,464,909) 447,468 746,944 (2,956,689)
-------------------------------------------------
TOTAL NET ASSETS $39,928,158 $35,555,471 $82,847,691 $158,645,129
=================================================
(a) Due to different investment objectives, certain of these securities may be sold by the Investment Manager once the
Funds are merged.
(b) See historical financial statements and footnotes thereto of each of the Funds regarding valuation of securities
(c) Security restricted as to resale.
</TABLE>
<PAGE> 291
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica Pacifica
Intermediate Short Term Pro Forma
U.S. Government Government Government Combined
Income Fund Bond Fund Income Fund Funds
Principal Description Value (b) Value (b) Value (b) Value (b)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
* Cost for federal income tax purposes is the same as for financial statement purposes and net unrealized appreciation
consists of:
Gross Unrealized Appreciation $816,895 $656,035 $2,430,263 $3,903,192
Gross Unrealized Depreciation (35,871) (4,048) (28,145) (68,064)
-------------------------------------------------
Net Unrealized Appreciation $781,024 $651,987 $2,402,118 $3,835,128
=================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 292
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-222-8222
PART C
OTHER INFORMATION
Item 15. Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant by the Registrant pursuant to the Amended and Restated Articles
of Incorporation or otherwise, the Registrant is aware that in the opinion of
the SEC, 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 directors, officers or controlling
person of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such directors, officers or controlling
person 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.
With respect to the indemnification of the Registrant's directors and
officers, reference is made to Article VIII(h) of the Registrant's Amended and
Restated Articles of Incorporation which are incorporated by reference as
Exhibit 1 hereto.
With respect to the indemnification of the Registrant's directors and
officers, reference is made to Section 12.2 of the Shareholder Servicing
Agreements between the Registrant and Wells Fargo Bank, N.A. for the
Registrant's Class A and Class B Shares of: the Asset Allocation Fund, the
California Tax-Free Bond Fund, Diversified Income Fund, Ginnie Mae Fund, Growth
and Income Fund, U.S. Government Allocation Fund and Aggressive Growth Fund,
and the Shares of the California Tax-Free Income Fund, California Tax-Free
Money Market Mutual Fund, Corporate Stock Fund, Money Market Mutual Fund,
Short-Intermediate U.S. Government Income Fund, Variable Rate Government Fund
and National Tax-Free Money Market Mutual Fund, which are incorporated by
reference as Exhibits 10(e)(i)-10(e)(xx) hereto.
C-1
<PAGE> 293
With respect to the indemnification of the Registrant's Shareholder
Servicing Agent, Wells Fargo Bank, N.A., reference is made to Section 12.1 of
the Shareholder Servicing Agreements between the Registrant and Wells Fargo
Bank, N.A. for the Registrant's Class A and Class B Shares of: the Asset
Allocation Fund, the California Tax-Free Bond Fund, Diversified Income Fund,
Ginnie Mae Fund, Growth and Income Fund, U.S. Government Allocation Fund and
Aggressive Growth Fund, and the Shares of the California Tax-Free Income Fund,
California Tax-Free Money Market Mutual Fund, Corporate Stock Fund, Money
Market Mutual Fund, Short-Intermediate U.S. Government Income Fund, Variable
Rate Government Fund and National Tax-Free Money Market Mutual Fund , which is
incorporated by reference as Exhibits 10(e)(i)-10(e)(xx) hereto.
With respect to the indemnification of the Registrant's directors and
officers, reference is made to Section 11 of the Amended Distribution Agreement
between the Registrant and Stephens Inc., which is incorporated by reference as
Exhibit 7(a) hereto, and to Section 15 of the Selling Agreement between the
Registrant and Wells Fargo Bank, N.A. which is incorporated by reference as
Exhibit 7(b).
With respect to the indemnification of Stephens Inc., the Registrant's
principal underwriter for each class of Shares of each Fund of the Registrant,
reference is made to Section 10 of the Amended Distribution Agreement between
the Registrant and Stephens Inc., which is incorporated by reference as Exhibit
7(a) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's custodian, reference is made to Section 14 of Article XII of the
Custody Agreements between the Registrant and Wells Fargo Bank, N.A., on behalf
of the Funds, which is incorporated by reference as Exhibits 9(a)-9(m) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's Transfer Agent, reference is made to Article VIII of the Agency
Agreement between the Registrant and Wells Fargo Bank, N.A., on behalf of the
National Tax-Free Money Market Mutual Fund, which is incorporated by reference
as Exhibit 10(d)(ii) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's Transfer Agent, reference is made to Article VIII of the Form of
Agency Agreement between the Registrant and Wells Fargo Bank, N.A., on behalf
of the Aggressive Growth Fund, which is incorporated by reference as Exhibit
10(d)(iii) hereto.
With respect to indemnification of the Registrant's directors and
officers, reference is made to the Form of Cross Indemnification Agreement by
and between Stagecoach Inc. and the Registrant, which is incorporated by
reference as Exhibit 10(f) hereto.
C-2
<PAGE> 294
Item 16: Exhibits
All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File Nos. 811-6419; 33-42927). All references to the "Pacifica Registration
Statement" in the following list of Exhibits refer to Pacifica's Registration
Statement on Form N-1A (File Nos. 811- 4068; 2-92260).
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
1 - Amended and Restated Articles of Incorporation dated November 22, 1995,
incorporated by reference to Post-Effective Amendment No. 17 to the
Registration Statement, filed November 29, 1995.
2 - By-Laws, incorporated by reference to the Initial Registration
Statement, filed September 30, 1991.
3 - Not Applicable.
4 - Agreement and Plan of Reorganization, filed herewith as Appendix III to
the Combined Proxy Statement/Prospectus.
5 - Not Applicable.
6(a) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the Asset
Allocation Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(b) - Sub-Advisory Contract with BZW Barclays Global Fund Advisors on behalf
of the Asset Allocation Fund, incorporated by reference to Post-
Effective Amendment No. 21 to the Registration Statement, filed
February 29, 1996.
(c) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the U.S.
Government Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed April 17, 1992.
(d) - Sub-Advisory Contract with BZW Barclays Global Fund Advisors on behalf
of the U.S. Government Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 21 to the Registration Statement, filed
February 29, 1996.
(e) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 2 to the Registration Statement, filed
April 17, 1992.
(f) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Bond Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
</TABLE>
C-3
<PAGE> 295
<TABLE>
<S> <C> <C>
(g) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the Ginnie
Mae Fund, incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
(h) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the Growth
and Income Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(i)(i) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the
Corporate Stock Fund, incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed April 17, 1992.
(i)(ii) - Sub-Advisory Contract with BZW Barclays Global Fund Advisors on behalf
of the Corporate Stock Fund, incorporated by reference to Post-
Effective Amendment No. 21 to the Registration Statement, filed
February 29, 1996.
(j) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the Money
Market Mutual Fund, incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement, filed May 1, 1992.
(k) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Income Fund, incorporated by reference to Post-
Effective Amendment No. 4 to the Registration Statement, filed
September 10, 1992.
(l) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of the
Diversified Income Fund, incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement, filed November 29,
1995.
7(a) - Amended Distribution Agreement with Stephens Inc., incorporated by
reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
(b) - Selling Agreement with Wells Fargo Bank, N.A. on behalf of the
Stagecoach Funds, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
8 - Not Applicable
9(a) - Custody Agreement with Wells Fargo Institutional Trust Company, N.A. on
behalf of the Asset Allocation Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
(b) - Custody Agreement with Wells Fargo Institutional Trust Company, N.A. on
behalf of the U.S. Government Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
(c) - Custody Agreement with Wells Fargo Institutional Trust Company, N.A. on
behalf of the Corporate Stock Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
(d) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 2 to the Registration Statement, filed
April 17, 1992.
</TABLE>
C-4
<PAGE> 296
<TABLE>
<S> <C> <C>
(e) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Bond Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
(f) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Growth
and Income Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(g) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Ginnie
Mae Fund, incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
(h) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Money
Market Fund, incorporated by reference to Post-Effective Amendment
No. 3 to the Registration Statement, filed May 1, 1992.
(i) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
California Tax-Free Income Fund, incorporated by reference to Post-
Effective Amendment No. 17 to the Registration Statement, filed
November 29, 1995.
(j) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
Diversified Income Fund, incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement, filed November 29,
1995.
(k) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the Short-
Intermediate U.S. Government Income Fund, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration Statement, filed
February 10, 1994.
(l) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the National
Tax-Free Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 22 to the Registration Statement, filed March
29, 1996.
(m) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of the
Aggressive Growth Fund, incorporated by reference to Post-Effective
Amendment No. 20 to the Registration Statement, filed February 28,
1996.
10(a)(i) - Distribution Plan on behalf of the California Tax-Free Money Market
Mutual Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(a)(ii) - Distribution Plan on behalf of the Corporate Stock Fund, incorporated
by reference to Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
(a)(iii) - Distribution Plan on behalf of the Money Market Mutual Fund,
incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement, filed May 1, 1992.
(a)(iv) - Distribution Plan on behalf of the California Tax-Free Income Fund,
incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement, filed September 10, 1992.
</TABLE>
C-5
<PAGE> 297
<TABLE>
<S> <C> <C>
(a)(v) - Distribution Plan on behalf of the Short-Intermediate U.S. Government
Income Fund, incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed February 10, 1994.
(a)(vi) - Distribution Plan on behalf of the National Tax-Free Money Market
Mutual Fund, incorporated by reference to Post-Effective Amendment No.
17 to the Registration Statement, filed November 29, 1995.
(b)(i) - Distribution Plan on behalf of the Class B Shares of the Asset
Allocation Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(b)(ii) - Distribution Plan on behalf of the Class B Shares of the California
Tax-Free Bond Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1, 1995.
(b)(iii) - Distribution Plan on behalf of the Class B Shares of the Diversified
Income Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(b)(iv) - Distribution Plan on behalf of the Class B Shares of the Ginnie Mae
Fund, incorporated by reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.
(b)(v) - Distribution Plan on behalf of the Class B Shares of the Growth and
Income Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(b)(vi) - Distribution Plan on behalf of the Class B Shares of the U.S.
Government Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1, 1995.
(b)(vii) - Distribution Plan on behalf of the Class B Shares of the Aggressive
Growth Fund, incorporated by reference to Post-Effective Amendment No.
19 to the Registration Statement, filed December 18, 1995.
(c)(i) - Amended Distribution Plan on behalf of the Class A Shares of the Asset
Allocation Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(c)(ii) - Amended Distribution Plan on behalf of the Class A Shares of the
California Tax-Free Bond Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement, filed May 1,
1995.
(c)(iii) - Amended Distribution Plan on behalf of the Class A Shares of the
Diversified Income Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1, 1995.
(c)(iv) - Amended Distribution Plan on behalf of the Class A Shares of the Ginnie
Mae Fund, incorporated by reference to Post-Effective Amendment No. 15
to the Registration Statement, filed May 1, 1995.
</TABLE>
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<S> <C> <C>
(c)(v) - Amended Distribution Plan on behalf of the Class A Shares of the Growth
and Income Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(c)(vi) - Amended Distribution Plan on behalf of the Class A Shares of the U.S.
Government Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1, 1995.
(c)(vii) - Distribution Plan on behalf of the Class A Shares of the Aggressive
Growth Fund, incorporated by reference to Post-Effective Amendment No.
19 to the Registration Statement, filed December 18, 1995.
10(d)(i) - Agency Agreement with Wells Fargo Bank, N.A. on behalf of the Funds,
incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
(d)(ii) - Agency Agreement with Wells Fargo Bank, N.A. on behalf of the National
Tax-Free Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 22 to the Registration Statement, filed March
29, 1996.
(d)(iii) - Form of Agency Agreement with Wells Fargo Bank, N.A. on behalf of the
Aggressive Growth Fund, incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement, filed December 18,
1995.
(e)(i) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the California Tax-Free Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
(e)(ii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Corporate Stock Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
(e)(iii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 3 to the Registration Statement, filed May 1,
1992.
(e)(iv) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the California Tax-Free Income Fund, incorporated by reference to
Post-Effective Amendment No. 17 to the Registration Statement, filed
November 29, 1995.
(e)(v) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Short-Intermediate U.S. Government Income Fund, incorporated by
reference to Post-Effective Amendment No. 8 to the Registration
Statement, filed February 10, 1994.
(e)(vi) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the National Tax-Free Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 22 to the Registration
Statement, filed March 29, 1996.
(e)(vii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the Asset Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
</TABLE>
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<S> <C> <C>
(e)(viii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(e)(ix) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the Diversified Income Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
(e)(x) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the Ginnie Mae Fund, incorporated by reference
to Post-Effective Amendment No. 15 to the Registration Statement, filed
May 1, 1995.
(e)(xi) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the Growth and Income Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
(e)(xii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(e)(xiii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class B Shares of the Aggressive Growth Fund, incorporated by
reference to Post-Effective Amendment No. 20 to the Registration
Statement, filed February 28, 1996.
(e)(xiv) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the Asset Allocation Fund, incorporated
by reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
(e)(xv) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(e)(xvi) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the Diversified Income Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(e)(xvii) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
(e)(xviii) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the Growth and Income Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
</TABLE>
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<TABLE>
<S> <C> <C>
(e)(xix) - Amended Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on
behalf of the Class A Shares of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(e)(xx) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A. on behalf
of the Class A Shares of the Aggressive Growth Fund, incorporated by
reference to Post-Effective Amendment No. 20 to the Registration
Statement, filed February 28, 1996.
(f) - Form of Cross Indemnification Agreement, incorporated by reference to
Post-Effective Amendment No. 10 to the Registration Statement of
Stagecoach Inc., filed July 21, 1994.
(g)(i) - Servicing Plan on behalf of the National Tax-Free Money Market Mutual
Fund, incorporated by reference to Post-Effective Amendment No. 17 to
the Registration Statement, filed November 29, 1995.
(g)(ii) - Servicing Plan on behalf of the Class B Shares of the Asset Allocation
Fund, incorporated by reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.
(g)(iii) - Servicing Plan on behalf of the Class B Shares of the California Tax-
Free Bond Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(g)(iv) - Servicing Plan on behalf of the Class B Shares of the Diversified
Income Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(g)(v) - Servicing Plan on behalf of the Class B Shares of the Ginnie Mae Fund,
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
(g)(vi) - Servicing Plan on behalf of the Class B Shares of the Growth and Income
Fund, incorporated by reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.
(g)(vii) - Servicing Plan on behalf of the Class B Shares of the U.S. Government
Allocation Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
(g)(viii) - Servicing Plan on behalf of the Class B Shares of the Aggressive Growth
Fund, incorporated by reference to Post-Effective Amendment No. 19 to
the Registration Statement, filed December 18, 1995.
(g)(ix) - Servicing Plan on behalf of the Class A Shares of the Aggressive Growth
Fund, incorporated by reference to Post-Effective Amendment No. 19 to
the Registration Statement, filed December 18, 1995.
(g)(xi) - Amended Rule 18f-3 Multi-Class Plan, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement, filed
December 18, 1995.
</TABLE>
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<TABLE>
<S> <C> <C>
11 - Opinion and Consent of Morrison & Foerster LLP, filed herewith.
12 - See Item 17(3) of this Part C.
13(a) - Administration Agreement with Stephens Inc. on behalf of the Asset
Allocation Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(b) - Administration Agreement with Stephens Inc. on behalf of the U.S.
Government Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed April 17, 1992.
(c) - Administration Agreement with Stephens Inc. on behalf of the California
Tax-Free Bond Fund, incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed April 17, 1992.
(d) - Administration Agreement with Stephens Inc. on behalf of the California
Tax-Free Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement, filed April
17, 1992.
(e) - Administration Agreement with Stephens Inc. on behalf of the Ginnie Mae
Fund, incorporated by reference to Post-Effective Amendment No. 2 to
the Registration Statement, filed April 17, 1992.
(f) - Administration Agreement with Stephens Inc. on behalf of the Growth and
Income Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
(g) - Administration Agreement with Stephens Inc. on behalf of the Corporate
Stock Fund, incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
(h) - Administration Agreement with Stephens Inc. on behalf of the Money
Market Mutual Fund, incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement, filed May 1, 1992.
(i) - Form of Administration Agreement with Stephens Inc. on behalf of the
California Tax-Free Income Fund, incorporated by reference to Post-
Effective Amendment No. 4 to the Registration Statement, filed
September 10, 1992.
(j) - Form of Administration Agreement with Stephens Inc. on behalf of the
Diversified Income Fund, incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement, filed September 10,
1992.
(k) - Administration Agreement with Stephens Inc. on behalf of the Short-
Intermediate U.S. Government Income Fund, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration Statement, filed
February 10, 1994.
(l) - Administration Agreement with Stephens Inc. on behalf of the National
Tax-Free Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement, filed
December 18, 1995.
</TABLE>
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<TABLE>
<S> <C> <C>
(m) - Administration Agreement with Stephens Inc. on behalf of the Aggressive
Growth Fund, incorporated by reference to Post-Effective Amendment No.
19 to the Registration Statement, filed December 18, 1995.
14(a) - Consent and Opinion of Auditors -- KPMG Peat Marwick LLP, filed
herewith.
(b) - Consent and Opinion of Auditors -- Ernst & Young LLP, filed herewith.
(c) - Consent and Opinion of Auditors -- Deloitte & Touche LLP, filed
herewith.
(d) - Consent and Opinion of Auditors -- Price Waterhouse LLP, filed
herewith.
(e) - Consent of Drinker Biddle & Reath, filed herewith.
15 - Not Applicable
16 - Powers of Attorney, filed herewith.
17(a) - Declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940 of the Registrant, filed herewith.
(b) - Form of Proxy Ballot, filed herewith.
(c)(i) - Preliminary Prospectus for the Institutional Class Shares of the
Stagecoach California Tax-Free Bond Fund and the Stagecoach California
Tax-Free Income Fund, incorporated by reference to Post-Effective
Amendment No. 23 to the Registration Statement, filed April 4, 1996.
(c)(ii) - Preliminary Prospectus for the Institutional Class Shares of the
Stagecoach Ginnie Mae Fund and the Stagecoach Short-Intermediate U.S.
Government Income Fund, incorporated by reference to Post-Effective
Amendment No. 23 to the Registration Statement, filed April 4, 1996.
(c)(iii) - Preliminary Prospectus for the Institutional Class Shares of the
Stagecoach Growth and Income Fund, as previously filed with the SEC on
April 4, 1996, in Post-Effective Amendment No. 23 to the Registration
Statement.
(c)(iv) - Preliminary Prospectus for the Institutional Class Shares of the
Stagecoach Money Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 23 to the Registration Statement, filed on
April 4, 1996.
(c)(v) - Preliminary Statement of Additional Information for the Institutional
Class Shares of the Stagecoach California Tax-Free Bond Fund, the
Stagecoach California Tax-Free Income Fund, the Stagecoach Ginnie Mae
Fund, the Stagecoach Short-Intermediate U.S. Government Income Fund,
Stagecoach Growth and Income Fund and the Stagecoach Money Market
Mutual Fund, incorporated by reference to Post-Effective Amendment No.
23 to the Registration Statement, filed on April 4, 1996.
(c)(vi) - Prospectus for Class A Shares of the Stagecoach Asset Allocation Fund
and U.S. Government Allocation Fund, incorporated by reference to Post-
Effective Amendment No. 21 to the Registration Statement, filed on
February 29, 1996.
</TABLE>
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<TABLE>
<S> <C> <C>
(c)(vii) - Statement of Additional Information for Class A Shares of the
Stagecoach Asset Allocation Fund, Corporate Stock Fund and U.S.
Government Allocation Fund, incorporated by reference to Post-
Effective Amendment No. 21 to the Registration Statement, filed on
February 29, 1996.
(c)(viii) - Preliminary Prospectus for Class A Shares of the Stagecoach Money
Market Mutual Fund, California Tax-Free Money Market Mutual Fund,
National Tax-Free Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 22 to the Registration Statement, filed
on February 29, 1996.
(c)(ix) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach Money Market Mutual Fund, California Tax-Free Bond Fund
and California Tax-Free Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 22 to the Registration
Statement, filed on February 29, 1996.
(c)(x) - Preliminary Prospectus for Class A Shares of the Stagecoach Aggressive
Growth Fund, Corporate Stock Fund, Diversified Income Fund and Growth
and Income Fund, incorporated by reference to Post-Effective Amendment
No. 24 to the Registration Statement, filed on April 29, 1996.
(c)(xi) - Preliminary Prospectus for Class A Shares of the Stagecoach California
Tax-Free Bond Fund and California Tax-Free Income Fund, incorporated by
reference to Post-Effective Amendment No. 24 to the Registration
Statement, filed on April 29, 1996.
(c)(xii) - Preliminary Prospectus for Class A Shares of the Stagecoach Ginnie Mae
Fund and Short-Intermediate U.S. Government Income Fund, incorporated
by reference to Post-Effective Amendment No. 24 to the Registration
Statement, filed on April 29, 1996.
(c)(xiii) - Preliminary Prospectus for Class A Shares of the Stagecoach Money
Market Mutual Fund, Class S Shares of Stagecoach, incorporated by
reference to Post-Effective Amendment No. 24 to the Registration
Statement, filed on April 29, 1996.
(c)(xiv) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach Aggressive Growth Fund, incorporated by reference to
Post-Effective Amendment No. 24 to the Registration Statement, filed on
April 29, 1996.
(c)(xv) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach California Tax-Free Income Fund, incorporated by
reference to Post-Effective Amendment No. 24 to the Registration
Statement, filed on April 29, 1996.
(c)(xvi) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach Diversified Income Fund, incorporated by reference to
Post-Effective Amendment No. 24 to the Registration Statement, filed on
April 29, 1996.
(c)(xvii) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach Ginnie Mae Fund and Growth and Income Fund, incorporated
by reference to Post-Effective Amendment No. 24 to the Registration
Statement, filed on April 29, 1996.
</TABLE>
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<TABLE>
<S> <C> <C>
(c)(xviii) - Preliminary Statement of Additional Information for Class A Shares of
the Stagecoach Short-Intermediate U.S. Government Income Fund,
incorporated by reference to Post-Effective Amendment No. 24 to the
Registration Statement, filed on April 29, 1996.
(c)(xix) - Annual Report for California Tax-Free Bond Fund, California Tax-Free
Income Fund, Ginnie Mae Fund, Growth and Income Fund, and Short-
Intermediate U.S. Government Income Fund, for the fiscal year ended
December 31, 1995, filed on March 8, 1996.
(c)(xx) - Annual Report for Money Market Mutual Fund (Class A) for the fiscal
year ended December 31, 1995, filed on March 8, 1996.
(c)(xxi) - Prospectus for the Investor Shares of the Pacifica Oregon Tax-Exempt
Fund, Pacifica Arizona Tax-Exempt Fund, California Tax-Exempt Fund,
California Short-Term Tax-Exempt Fund and National Tax-Exempt Fund,
incorporated by reference to Post-Effective Amendment No. 49 to the
Pacifica Registration Statement, filed on February 1, 1996.
(c)(xxii) - Prospectus for the Investor Shares of the Pacifica Prime Money Market
Fund and Treasury Money Market Fund, incorporated by reference to Post-
Effective Amendment No. 49 to the Pacifica Registration Statement,
filed on February 1, 1996.
(c)(xxiii) - Prospectus for the Investor Shares of the Pacifica Equity Value Fund,
Growth Fund, Balanced Fund, incorporated by reference to Post-Effective
Amendment No. 49 to the Pacifica Registration Statement, filed on
February 1, 1996.
(c)(xxiv) - Prospectus for the Investor Shares of the Pacifica Short-Term
Government Bond Fund, Pacifica Intermediate Government Bond Fund,
Intermediate Bond Fund, Asset Preservation Fund and Government Income
Fund, incorporated by reference to Post-Effective Amendment No. 49 to
the Pacifica Registration Statement, filed on February 1, 1996.
(c)(xxv) - Prospectus for the Shares of the Pacifica Government Money Market Fund
and Money Market Fund, incorporated by reference to Post-Effective
Amendment No. 49 to the Pacifica Registration Statement, filed on
February 1, 1996.
(c)(xxvi) - Prospectus for the Institutional Shares of the Pacifica Prime Money
Market Fund and Treasury Money Market Fund, incorporated by reference
to Post-Effective Amendment No. 49 to the Pacifica Registration
Statement, filed on February 1, 1996.
(c)(xxvii) - Prospectus for the Institutional Shares of the Pacifica Oregon Tax-
Exempt Fund, Arizona Tax-Exempt Fund, California Tax-Exempt Fund,
California Short-Term Tax-Exempt Fund and National Tax-Exempt Fund,
incorporated by reference to Post-Effective Amendment No. 49 to the
Pacifica Registration Statement, filed on February 1, 1996.
(c)(xxviii) - Prospectus for the Institutional Shares of the Pacifica Short-Term
Government Bond Fund, Intermediate Government Bond Fund, Intermediate
Bond Fund, Asset Preservation Fund and Government Income Fund,
incorporated by
</TABLE>
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<TABLE>
<S> <C> <C>
reference to Post-Effective Amendment No. 49 to the Pacifica
Registration Statement, as filed on February 1, 1996.
(c)(xxix) - Prospectus for the Institutional Shares of the Pacifica Equity Value
Fund, Balanced Fund and Growth Fund, incorporated by reference to Post-
Effective Amendment No. 49 to the Pacifica Registration Statement, as
filed on February 1, 1996.
(c)(xxx) - Prospectus for the Shares of the Pacifica Money Market Trust,
incorporated by reference to Post-Effective Amendment No. 49 to the
Pacifica Registration Statement, as filed on February 1, 1996.
(c)(xxxi) - Prospectus for the Service Shares of the Pacifica Prime Money Market
Fund and Treasury Money Market Fund, incorporated by reference to Post-
Effective Amendment No. 49 to the Pacifica Registration Statement, as
filed on February 1, 1996.
(c)(xxxii) - Statement of Additional Information for Investor and Institutional
Shares of Pacifica Growth Fund, Pacifica Equity Value Fund, Pacifica
Balanced Fund, Pacifica Asset Preservation Fund, Pacifica Short-Term
Government Bond Fund, Pacifica Intermediate Government Bond Fund,
Pacifica Government Income Fund, Pacifica Intermediate Bond Fund,
Pacifica Oregon Tax-Exempt Fund, Pacifica Arizona Tax-Exempt Fund,
Pacifica California Short-Term Tax-Exempt Fund, Pacifica California
Tax-Exempt Fund, Pacifica National Tax-Exempt Fund, Pacifica Government
Money Market Fund, and Pacifica Money Market Fund, incorporated by
reference to Post-Effective Amendment No. 49 to the Pacifica
Registration Statement, as filed on February 1, 1996.
(c)(xxxiii) - Statement of Additional Information for Pacifica Prime Money Market
Fund and Pacifica Treasury Money Market Fund (Institutional Shares and
Service Shares), incorporated by reference to Post-Effective Amendment
No. 49 to the Pacifica Registration Statement, as filed on February 1,
1996.
(c)(xxxiv) - Statement of Additional Information for Pacifica Prime Money Market
Fund and Pacifica Treasury Money Market Fund (Investor Shares),
incorporated by reference to Post-Effective Amendment No. 49 to the
Pacifica Registration Statement, as filed on February 1, 1996.
(c)(xxxv) - Statement of Additional Information for Pacifica Money Market Trust,
incorporated by reference to Post-Effective Amendment No. 49 to the
Pacifica Registration Statement, as filed on February 1, 1996.
(c)(xxxvi) - Annual Report for Pacifica Growth Fund (formerly Westcore Growth Fund),
Pacifica Short-Term Government Bond Fund (formerly Westcore Short-Term
Government Bond Fund), Pacifica Intermediate Bond Fund (formerly
Westcore Bonds Plus Fund), Pacifica Intermediate Government Bond Fund
(formerly Westcore GNMA Fund), Pacifica Arizona Tax-Exempt Fund
(formerly Westcore Arizona Intermediate Tax-Free Fund), Pacifica Oregon
Tax-Exempt Fund, Pacifica National Tax-Exempt Fund (formerly Westcore
Quality Tax-Exempt Income Fund), Pacifica Money Market Trust (formerly
Westcore Prime Money Market Fund), for the fiscal year ended September
30, 1995.
(c)(xxxvii) - Semi-Annual Report for Pacifica Growth Fund (formerly Westcore Growth
Fund), Pacifica Short-Term Government Bond Fund (formerly Westcore
Short-
</TABLE>
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<TABLE>
<S> <C> <C>
Term Government Bond Fund), Pacifica Intermediate Bond Fund (formerly
Westcore Bonds Plus Fund), Pacifica Intermediate Government Bond Fund
(formerly Westcore GNMA Fund), Pacifica Arizona Tax-Exempt Fund
(formerly Westcore Arizona Intermediate Tax-Free Fund), Pacifica Oregon
Tax-Exempt Fund, Pacifica National Tax-Exempt Fund (formerly Westcore
Quality Tax-Exempt Income Fund), Pacifica Money Market Trust (formerly
Westcore Prime Money Market Fund), for the period ended March 29, 1996,
to be filed by amendment.
(c)(xxxviii) - Annual Report for Pacifica Government Money Market Fund and Pacifica
Money Market Fund for the fiscal year ended September 30, 1995.
(c)(xxxix) - Semi-Annual Report for Pacifica Government Money Market Fund and
Pacifica Money Market Fund for the period ended March 29, 1996, to be
filed by amendment.
(c)(xl) - Annual Report for Pacifica Asset Preservation Fund and Pacifica
Government Income Fund for the fiscal year ended September 30, 1995.
(c)(xli) - Semi-Annual Report for Pacifica Asset Preservation Fund and Pacifica
Government Income Fund for the period ended March 29, 1996, to be filed
by amendment.
(c)(xlii) - Annual Report for Pacifica Short-Term California Tax-Free Fund and
Pacifica California Tax-Free Fund for the fiscal year ended September
30, 1995.
(c)(xliii) - Semi-Annual Report for Pacifica Short-Term California Tax-Free Fund and
Pacifica California Tax-Free Fund for the period ended March 29, 1996,
to be filed by amendment.
(c)(xliv) - Annual Report for Pacifica Equity Value Fund and Pacifica Balanced Fund
for the fiscal year ended September 30, 1995.
(c)(xlv) - Semi-Annual Report for Pacifica Equity Value Fund and Pacifica Balanced
Fund for the period ended March 29, 1996, to be filed by amendment.
(c)(xlvi) - Annual Report for Pacifica Prime Money Market Fund and Pacifica
Treasury Money Market Fund for the fiscal year ended September 30,
1995.
(c)(xlvii) - Semi-Annual Report for Pacifica Prime Money Market Fund and Pacifica
Treasury Money Market Fund for the period ended March 29, 1996, to be
filed by amendment.
</TABLE>
Item 17. Undertakings.
1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as
amended, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
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2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
3) The undersigned Registrant agrees to file, by post-effective
amendment, an opinion of counsel or a copy of an IRS ruling supporting the tax
consequences of the Reorganization within a reasonable time after receipt of
such opinion or ruling.
Exhibit 27.
27(1)(a) - Financial Data Schedule for the
California Tax-Free Bond Fund-Class A
Shares, incorporated by reference to
the Form N-SAR, filed on February 29,
1996.
27(1)(b) - Financial Data Schedule for the
California Tax-Free Bond Fund - Class
B Shares, incorporated by reference to
the Form N-SAR, filed on February 29,
1996.
27(2) - Financial Data Schedule for the
California Tax-Free Income Fund,
incorporated by reference to the Form
N-SAR, filed on February 29, 1996.
27(3)(a) - Financial Data Schedule for the
Diversified Income Fund - Class A
Shares, incorporated by reference to
the Form N-SAR, filed on February 29,
1996.
27(3)(b) - Financial Data Schedule for the
Diversified Income Fund - Class B
Shares, incorporated by reference to
the Form N-SAR, filed on February 29,
1996.
27(4)(a) - Financial Data Schedule for the Ginnie
Mae Fund - Class A Shares, incorporated
by reference to the Form N-SAR, filed
on February 29, 1996.
27(4)(b) - Financial Data Schedule for the Ginnie
Mae Fund - Class B Shares, incorporated
by reference to the Form N-SAR, filed
on February 29, 1996.
27(5)(a) - Financial Data Schedule for the Growth
and Income Fund - Class A Shares,
incorporated by reference to the Form
N-SAR, filed on February 29, 1996.
27(5)(b) - Financial Data Schedule for the Growth
and Income Fund - Class B Shares,
incorporated by reference to the Form
N-SAR, filed on February 29, 1996.
27(6) - Financial Data Schedule for the Money
Market Mutual Fund - Class S Shares,
incorporated by reference to the
Form N-SAR, filed on February 29, 1996.
27(7) - Financial Data Schedule for the Short-
Intermediate U.S. Government Income
Fund, incorporated by reference to
the Form N-SAR, filed on February 29,
1996.
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<PAGE> 308
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form N-14 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Little Rock in the State of Arkansas on the 2nd day of May, 1996.
STAGECOACH FUNDS, INC.
By: /s/ Richard H. Blank, Jr.
-----------------------------------
(Richard H. Blank, Jr.)
Chief Operating Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. Greg Feltus * Director, Chairman and May 2, 1996
- ------------------------- President (Principal
(R. Greg Feltus)** Executive Officer)
/s/ Richard H. Blank, Jr. Chief Operating Officer, May 2, 1996
- ------------------------- Secretary and Treasurer
(Richard H. Blank, Jr.)
/s/ Jack S. Euphrat * Director May 2, 1996
- -------------------------
(Jack S. Euphrat)**
/s/ Thomas S. Goho * Director May 2, 1996
- -------------------------
(Thomas S. Goho)
/s/ Zoe Ann Hines * Director May 2, 1996
- -------------------------
(Zoe Ann Hines)**
/s/ W. Rodney Hughes * Director May 2, 1996
- -------------------------
(W. Rodney Hughes)**
/s/ Robert M. Joses * Director May 2, 1996
- -------------------------
(Robert M. Joses)**
/s/ J. Tucker Morse * Director May 2, 1996
- -------------------------
(J. Tucker Morse)**
*By /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
</TABLE>
** Executed pursuant to Powers of Attorney filed herewith.
<PAGE> 309
STAGECOACH FUNDS, INC.
FILE NOS. 33-42927; 811-6419
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
EX-99.11(a) - Opinion and Consent of Morrison & Foerster LLP.
EX-99.11(b) - Consent of Drinker Biddle & Reath.
EX-99.14(a) - Consent and Opinion of Auditors -- KPMG Peat Marwick LLP.
EX-99.14(b) - Consent and Opinion of Auditors -- Ernst & Young LLP.
EX-99.14(c) - Consent and Opinion of Auditors -- Deloitte & Touche LLP.
EX-99.14(d) - Consent and Opinion of Auditors -- Price Waterhouse LLP.
EX-99.16 - Powers of Attorney.
EX-99.17(a) - Declaration pursuant to Rule 24f-2 under the Investment
Company Act of 1940 of the Registrant.
EX-99.17(b) - Form of Proxy Ballot
</TABLE>
<PAGE> 1
EX-99.11(a)
[MORRISON & FOERSTER LLP LETTERHEAD]
May 1, 1996
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Stagecoach Funds, Inc.
Ladies/Gentlemen:
We refer to the Registration Statement on Form N-14 (the
"Registration Statement") of Stagecoach Funds, Inc. (the "Company") relating to
the registration of an indefinite number of shares of common stock, par value
$.001 per share (the "Shares"), of certain Funds of the Company (the "Funds").
We have been requested by the Company to furnish this opinion as
Exhibit 11 to the Registration Statement.
We have examined documents relating to the organization of the
Company and the authorization and issuance of the Shares. We have also made
such inquiries of the Company and examined such questions of law as we have
deemed necessary for the purpose of rendering the opinion set forth herein. We
have assumed the genuineness of all signatures and the authenticity of all
items submitted to us as originals and the conformity with originals of all
items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance of the Shares by the Company has been duly and
validly authorized by all appropriate corporate action and, assuming delivery
in accordance with the description set forth in the Combined Proxy
Statement/Prospectus included in the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
<PAGE> 2
Stagecoach Funds, Inc.
May 1, 1996
Page 2
In addition, we hereby consent to the use of our name and to the
description of advice rendered by our firm under the heading "Information About
WFB" in the Combined Proxy Statement/Prospectus, and the headings "The Funds,
Management and Servicing Fees" in the Prospectuses and "Management" in the
Statements of Additional Information, which are incorporated by reference into
this Registration Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE> 1
EX-99.11(b)
DRINKER BIDDLE & REATH
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the references to our
Firm included in, or incorporated by reference into, the Registration Statement
of Stagecoach Funds, Inc. on Form N-14 under the Securities Act of 1933 and the
Investment Company Act of 1940, respectively. This action does not constitute a
consent under Section 7 of the Securities Act of 1933, because we have not
certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
under the rules and regulations of the Securities and Exchange Commission
thereunder.
/s/ DRINKER BIDDLE & REATH
-----------------------------
DRINKER BIDDLE & REATH
Philadelphia, Pennsylvania
May 3, 1996
<PAGE> 1
EX-99.14(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
Stagecoach Funds, Inc.:
We consent to incorporation by reference in the Combined Proxy
Statement/Prospectus of Stagecoach Funds, Inc. and Pacifica Funds Trust,
constituting part of this Registration Statement on Form N-14, of our reports
dated February 14, 1996, on the statements of assets and liabilities, including
the portfolios of investments, of the Asset Allocation Fund, California
Tax-Free Bond Fund, California Tax-Free Income Fund, California Tax-Free Money
Market Mutual Fund, Corporate Stock Fund, Diversified Income Fund, Ginnie Mae
Fund, Growth and Income Fund, Money Market Mutual Fund, Short-Intermediate U.S.
Government Income Fund, and U.S. Government Allocation Fund (eleven of the
funds comprising Stagecoach Funds, Inc.) as of December 31, 1995, and the
related statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
financial highlights for the periods indicated therein, which reports have
been incorporated by reference into the statement of additional information.
We also consent to the reference to our firm under the headings "Other Service
Providers" and "Financial Statements" in the Combined Proxy
Statement/Prospectus.
We also consent to the reference to our firm in the prospectus and statement of
additional information of each of the California Tax-Free Income Fund, Ginnie
Mae Fund, Growth and Income Fund, and Short-Intermediate U.S. Government
Income Fund (each dated as of May 1, 1996), and California Tax-Free Bond Fund
and Money Market Mutual Fund (each dated as of April 1, 1996), which have been
incorporated by reference in the Combined Proxy Statement/Prospectus and
statement of additional information.
/s/ KPMG Peat Marwick LLP
San Francisco, California
May 1, 1996
<PAGE> 2
EX-99.14(a)
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
STAGECOACH FUNDS, INC.:
We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments, of the Asset Allocation Fund,
California Tax-Free Bond Fund, California Tax-Free Income Fund, Corporate Stock
Fund, Diversified Income Fund, Ginnie Mae Fund, Growth and Income Fund,
Short-Intermediate U.S. Government Income Fund, and U.S. Government Allocation
Fund (nine of the funds comprising Stagecoach Funds, Inc.) as of December 31,
1995, and the related statements of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and financial highlights for the periods indicated herein. These
financial statements and financial highlights are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. For Asset
Allocation Fund, Corporate Stock Fund, Ginnie Mae Fund, Growth and Income Fund
and U.S. Government Allocation Fund, all periods indicated in the accompanying
financial highlights ending prior to January 1, 1992 were audited by other
auditors whose report dated February 19, 1992, expressed an unqualified opinion
on this information.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
December 31, 1995, by examination and other appropriate audit procedures. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of each of the aforementioned funds of Stagecoach Funds, Inc. as of
December 31, 1995, the results of their operations, the changes in their net
assets and their financial highlights for the periods indicated herein, except
as noted above, in conformity with generally accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
SAN FRANCISCO, CALIFORNIA
FEBRUARY 14, 1996
<PAGE> 3
EX-99.14(a)
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
STAGECOACH FUNDS, INC.:
We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments, of the California Tax-Free Money
Market Mutual Fund and Money Market Mutual Fund (two of the funds comprising
Stagecoach Funds, Inc.) as of December 31, 1995, and the related statements of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and financial highlights for
the periods indicated herein. These financial statements and financial
highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
December 31, 1995, by examination and other appropriate audit procedures. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of each of the aforementioned funds of Stagecoach Funds, Inc. as of
December 31, 1995, the results of their operations, the changes in their net
assets and their financial highlights for the periods indicated herein in
conformity with generally accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
SAN FRANCISCO, CALIFORNIA
FEBRUARY 14, 1996
<PAGE> 1
EX-99.14(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Other Service
Providers for Pacifica Portfolios and Stagecoach Funds" in the Combined Proxy
Statement/Prospectus and to the incorporation by reference of our reports on
the financial statements of Pacifica Funds Trust dated November 15, 1995 in
this Registration Statement (Form N-14) of Stagecoach Funds, Inc.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
May 1, 1996
<PAGE> 2
EX-99.14(b)
SHAREHOLDERS AND BOARD OF TRUSTEES
PACIFICA FUNDS TRUST
We have audited the accompanying statement of assets and liabilities,
including the statements of investments, of Pacifica Prime Money Market Fund
and Pacifica Treasury Money Market Fund (two of the portfolios comprising
Pacifica Funds Trust), as of September 30, 1995, and the related statement of
operations for the year then ended, the statement of changes in net assets and
financial highlights for the year ended September 30, 1995 and the six months
ended September 30, 1994. These financial statements and financial highlights
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits. The statement of changes in net assets for the year ended March
31, 1994 and the financial highlights for each of the four years in the period
ended March 31, 1994 were audited by other auditors whose report dated May 4,
1994 expressed an unqualified opinion on that statement and those financial
highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the Custodian as of September 30, 1995, and confirmation of securities
not held by the Custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above and audited by us present fairly, in all material respects,
the financial position of Pacifica Prime Money Market Fund and Pacifica
Treasury Money Market Fund, at September 30, 1995, and the results of their
operations for the year then ended and the changes in their net assets and the
financial highlights for the year then ended and for the six months ended
September 30, 1994, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
November 15, 1995
<PAGE> 3
EX-99.14(b)
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Pacifica Funds Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of The Short-Term California Tax-Free Fund and
The California Tax-Free Fund (two of the portfolios comprising Pacifica Funds
Trust), as of September 30, 1995, and the related statements of operations and
changes in net assets, and financial highlights for the year then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The
statements of changes in net assets for the year ended September 30, 1994 and
the financial highlights for each of the four years in the period then ended
were audited by other auditors whose report dated November 22, 1994 expressed
an unqualified opinion on those statements and financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the custodian as of September 30, 1995 and confirmation of securities
not held by the custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above and audited by us present fairly, in all material respects, the financial
position of The Short-Term California Tax-Free Fund and The California Tax-Free
Fund at September 30, 1995, and the results of their operations, the changes
in their net assets and the financial highlights for the year then ended, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
November 15, 1995
<PAGE> 4
EX-99.14(b)
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Pacifica Funds Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of The Equity Value Fund and The Balanced Fund
(two of the portfolios comprising Pacifica Funds Trust), as of September 30,
1995, and the related statements of operations and changes in net assets, and
financial highlights for the year then ended. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit. The statements of changes in net
assets for the year ended September 30, 1994 and the financial highlights for
each of the four years in the period then ended were audited by other auditors
whose reports dated November 22, 1994 expressed an unqualified opinion on those
statements and financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the custodian as of September 30, 1995 and confirmation of securities
not held by the custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above and audited by us, present fairly, in all material respects, the financial
position of The Equity Value Fund and The Balanced Fund at September 30, 1995,
and the results of their operations, the changes in their net assets and the
financial highlights for the year then ended, in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
November 15, 1995
<PAGE> 5
EX-99.14(b)
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Pacifica Funds Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of The Asset Preservation Fund and The
Government Income Fund (two of the portfolios comprising Pacifica Funds Trust)
as of September 30, 1995, and the related statements of operations and changes
in net assets, and financial highlights for the year then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The
statements of changes in net assets for the year ended September 30, 1994 and
the financial highlights for each of the four years in the period then ended
were audited by other auditors whose report dated November 22, 1994, expressed
an unqualified opinion on those statements and financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the custodian as of September 30, 1995 and confirmation of securities
not held by the custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above and audited by us present fairly, in all material respects, the financial
position of The Asset Preservation Fund and The Government Income Fund at
September 30, 1995, and the results of their operations, the changes
in their net assets and the financial highlights for the year then ended, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
November 15, 195
<PAGE> 6
EX-99.14(b)
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Pacifica Funds Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of The Government Money Market Fund and The
Money Market Fund (two of the portfolios comprising Pacifica Funds Trust) as
of September 30, 1995, and the related statements of operations and changes in
net assets, and financial highlights for the year then ended. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit. The statements of
changes in net assets for the year ended September 30, 1994 and the financial
highlights for each of the four years in the period then ended were audited by
other auditors whose report dated November 22, 1994 expressed an unqualified
opinion on those statements and financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification by examination of securities
held by the custodian as of September 30, 1995 and confirmation of securities
not held by the custodian by correspondence with others. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above and audited by us present fairly, in all material respects, the financial
position of The Government Money Market Fund and The Money Market Fund at
September 30, 1995, and the results of their operations, the changes in their
net assets and the financial highlights for the year then ended, in conformity
with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
November 15, 1995
<PAGE> 1
EX-99.14(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Stagecoach Funds, Inc. on Form N-14 of our reports dated June 29, 1995 and
November 3, 1995, appearing in the May 31, 1995 and September 30, 1995 Reports
to Shareholders for the Growth Fund, Short-Term Government Bond Fund, Bonds
Plus Fund, GNMA Fund, Arizona Intermediate Tax-Free Fund, Oregon Tax-Exempt
Fund, Quality Tax-Exempt Income Fund and Prime Money Market Fund (formerly
eight of the twenty-two funds constituting the Westcore Trust) and incorporated
by reference in the Pacifica Funds Trust Post-Effective Amendment No. 50 to
Registration Statement No. 2-92260. We also consent to the reference to us
under the heading "Financial Statements" in the Prospectus, which is part of
this registration statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
May 1, 1996
<PAGE> 2
EX-99.14(c)
- --------------------------------------------------------------------------------
WESTCORE REPORT
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholders, Westcore Trust:
We have audited the accompanying statements of assets and liabilities,
including the statements of investments, of the Growth Fund, Short-Term
Government Bond Fund, Bonds Plus Fund, GNMA Fund, Arizona Intermediate Tax-Free
Fund, Oregon Tax-Exempt Fund, Quality Tax-Exempt Income Fund and Prime Money
Market Fund (eight of the twenty-two funds constituting the Westcore Trust) as
of September 30, 1995, the related statements of operations for the four month
period then ended, and the statements of changes in net assets and financial
highlights for each of the periods indicated. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit also includes examining
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
at September 30, 1995 by correspondence with the custodians. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Growth Fund,
Short-Term Government Bond Fund, Bonds Plus Fund, GNMA Fund, Arizona
Intermediate Tax-Free Fund, Oregon Tax-Exempt Fund, Quality Tax-Exempt Income
Fund and Prime Money Market Fund of Westcore Trust as of September 30, 1995 and
the results of their operations, the changes in their net assets and financial
highlights for each of the periods indicated in conformity with generally
accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
November 3, 1995
<PAGE> 1
EX-99.14(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Combined Proxy
Statement/Prospectus constituting part of this registration statement on Form
N-14 of our report dated May 4, 1994, relating to the statements of changes in
net assets and the financial highlights for the periods indicated of Pacific
American Money Market Portfolio and U.S. Treasury Portfolio, appearing in the
September 30, 1995 Annual Report to Shareholders of the Pacifica Prime Money
Market Fund and the Pacifica Treasury Money Market Fund (formerly the Pacific
American Fund), which is incorporated by reference in the Statement of
Additional Information constituting part of Post-Effective Amendment No. 49 to
the registration statement on Form N-1A of such Funds, which is incorporated by
reference in such Combined Proxy Statement/Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
April 30, 1996
<PAGE> 2
EX-99.14(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Combined Proxy
Statement/Prospectus constituting part of this registration statement on Form
N-14 of our report dated November 22, 1994, relating to the statements of
changes in net assets and the financial highlights for the periods indicated of
The Asset Preservation Fund, The Government Income Fund, The California
Tax-Exempt Fund (formerly The California Tax-Free Fund), The California
Short-Term Tax-Exempt Fund (formerly The Short Term California Tax-Free Fund),
The Equity Value Fund, The Balanced Fund, The Government Money Market Fund and
The Money Market Fund, separately managed portfolios of Pacifica Funds Trust,
appearing in the September 30, 1995 Annual Report to Shareholders, which is
incorporated by reference in the Statement of Additional Information
constituting part of Post-Effective Amendment No. 49 to the registration
statement on Form N-1A of such Funds, which is incorporated by reference in
such Combined Proxy Statement/Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
April 30, 1996
<PAGE> 3
EX-99.14(d)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders of Pacific American Fund:
In our opinion, the statement of changes in net assets and the financial
highlights appearing in the September 30, 1995 Annual Report to Shareholders of
the Pacifica Prime Money Market Fund and the Pacifica Treasury Money Market
Fund (formerly the Pacific American Fund) present fairly in all material
respects the changes in net assets for the year ended March 31, 1994 of Pacific
American Fund Money Market Portfolio and U.S. Treasury Portfolio and their
financial highlights for each of the four years in the period ended March 31,
1994, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Pacific American Fund's
management, our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining on a test basis evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at March 31, 1994 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above. We have not audited the financial statements of Pacific American Fund
Money Market Portfolio and U.S. Treasury Portfolio for any period subsequent to
March 31, 1994.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Los Angeles, California
May 4, 1994
<PAGE> 4
EX-99.14(d)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders of Pacifica Funds Trust
In our opinion, the statements of changes in net assets and the financial
highlights appearing in the Pacifica Funds Trust September 30, 1995 Annual
Report to Shareholders present fairly, in all material respects, the changes in
net assets of The Asset Preservation Fund, The Government Income Fund, The
California Tax-Free Fund, The Short Term California Tax-Free Fund, The Equity
Value Fund, The Balanced Fund, The Government Money Market Fund and The Money
Market Fund, separately managed portfolios of Pacifica Funds Trust (the "Fund"),
for the year ended September 30, 1994 and the financial highlights for each of
the four years in the period ended September 30, 1994 (for The Short Term
California Tax-Free Fund, for the year ended September 30, 1994 and for the
period January 20, 1993 (commencement of operations) through September 30,
1993), in conformity with generally accepted accounting principles. These
statements of changes in net assets and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management, our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining on a test basis evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at September 30, 1994 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above. We have not audited the financial statements of any of the portfolios
comprising Pacifica Funds Trust for any period subsequent to September 30,
1994.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
November 22, 1994
<PAGE> 1
EX-99.16
POWER OF ATTORNEY
Richard H. Blank, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio
and Catherine S. Wooledge, each individually, his true and lawful attorneys and
agents, with power of substitution or resubstitution, to do any and all acts
and things and to execute any and all instruments which said attorneys and
agents, each individually, may deem necessary or advisable or which may be
required to enable Stagecoach Funds, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Company's Registration Statement(s) on Form
N-14 pursuant to the 1933 Act, and to qualify or register for sale any
securities in any state, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a director and/or officer of the Company such
Registration Statement(s), and any and all amendments thereto, filed with the
Securities and Exchange Commission under the 1933 Act, and any other
instruments or documents related thereto, and any state securities registration
statements, and any and all instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
individually or collectively, shall do or cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ RICHARD H. BLANK, JR.
----------------------------
Richard H. Blank, Jr.
<PAGE> 2
EX-99.16
POWER OF ATTORNEY
R. Greg Feltus, whose signature appears below, does hereby constitute
and appoint Richard H. Blank, Jr., Robert M. Kurucza, Marco E. Adelfio and
Catherine S. Wooledge, each individually, his true and lawful attorneys and
agents, with power of substitution or resubstitution, to do any and all acts
and things and to execute any and all instruments which said attorneys and
agents, each individually, may deem necessary or advisable or which may be
required to enable Stagecoach Funds, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Company's Registration Statement(s) on Form
N-14 pursuant to the 1933 Act, and to qualify or register for sale any
securities in any state, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a director and/or officer of the Company such
Registration Statement(s), and any and all amendments thereto, filed with the
Securities and Exchange Commission under the 1933 Act, and any other
instruments or documents related thereto, and any state securities registration
statements, and any and all instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
individually or collectively, shall do or cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ R. GREG FELTUS
----------------------------
R. Greg Feltus
<PAGE> 3
EX-99.16
POWER OF ATTORNEY
Robert M. Joses, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Catherine S. Wooledge, each individually, his
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Stagecoach Funds,
Inc. (the "Company") to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, (the "1933 Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of the
Company's Registration Statement(s) on Form N-14 pursuant to the 1933 Act, and
to qualify or register for sale any securities in any state, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director and/or officer of the Company such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
any state securities registration statements, and any and all instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ ROBERT M. JOSES
----------------------------
Robert M. Joses
<PAGE> 4
EX-99.16
POWER OF ATTORNEY
Jack S. Euphrat, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Catherine S. Wooledge, each individually, his
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Stagecoach Funds,
Inc. (the "Company") to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, (the "1933 Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of the
Company's Registration Statement(s) on Form N-14 pursuant to the 1933 Act, and
to qualify or register for sale any securities in any state, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director and/or officer of the Company such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
any state securities registration statements, and any and all instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ JACK S. EUPHRAT
----------------------------
Jack S. Euphrat
<PAGE> 5
EX-99.16
POWER OF ATTORNEY
Thomas S. Goho, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M. Kurucza, Marco
E. Adelfio and Catherine S. Wooledge, each individually, his true and lawful
attorneys and agents, with power of substitution or resubstitution, to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Stagecoach Funds, Inc. (the "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, (the "1933 Act"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of the Company's Registration
Statement(s) on Form N-14 pursuant to the 1933 Act, and to qualify or register
for sale any securities in any state, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in
the name and on behalf of the undersigned as a director and/or officer of the
Company such Registration Statement(s), and any and all amendments thereto,
filed with the Securities and Exchange Commission under the 1933 Act, and any
other instruments or documents related thereto, and any state securities
registration statements, and any and all instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: May 2, 1996
/s/ THOMAS S. GOHO
----------------------------
Thomas S. Goho
<PAGE> 6
EX-99.16
POWER OF ATTORNEY
Zoe Ann Hines, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Catherine S. Wooledge, each individually, her
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Stagecoach Funds,
Inc. (the "Company") to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended (the "1933 Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of the
Company's Registration Statement(s) on Form N-14 pursuant to the 1933 Act, and
to qualify or register for sale any securities in any state, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director and/or officer of the Company such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
any state securities registration statements, and any and all instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ ZOE ANN HINES
----------------------------
Zoe Ann Hines
<PAGE> 7
EX-99.16
POWER OF ATTORNEY
W. Rodney Hughes, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Catherine S. Wooledge, each individually, his
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Stagecoach Funds,
Inc. (the "Company") to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, (the "1933 Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of the
Company's Registration Statement(s) on Form N-14 pursuant to the 1933 Act, and
to qualify or register for sale any securities in any state, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director and/or officer of the Company such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
any state securities registration statements, and any and all instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue thereof.
Dated: May 2, 1996
/s/ W. RODNEY HUGHES
----------------------------
W. Rodney Hughes
<PAGE> 8
EX-99.16
POWER OF ATTORNEY
J. Tucker Morse, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Catherine S. Wooledge, each individually, his
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Stagecoach Funds,
Inc. (the "Company") to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended (the "1933 Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of the
Company's Registration Statement(s) on Form N-14 pursuant to the 1933 Act, and
to qualify or register for sale any securities in any state, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an
officer of the Company such Registration Statement(s), and any and all
amendments thereto, filed with the Securities and Exchange Commission under the
1933 Act, and any other instruments or documents related thereto, and any state
securities registration statements, and any and all instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to
be done by virtue thereof.
Dated: May 2, 1996
/s/ J. Tucker Morse
----------------------------
J. Tucker Morse
<PAGE> 1
EX-99.17(a)
As filed with the Securities and Exchange Commission
on April 29, 1996
Registration No. 33-42927; 811-6419
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
[X]
Post-Effective Amendment No. 24
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 25 [X]
(Check appropriate box or boxes)
--------------------------------
STAGECOACH FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------------
Registrant's Telephone Number, including Area Code: (800) 458-6589
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on _________ pursuant
to Rule 485(b), or to Rule 485(b)
[ ] 60 Days after filing pursuant [ ] on _________ pursuant
to Rule 485(a)(1), or to Rule 485(a)(1)
[ ] 75 days after filing pursuant [ ] on ___________pursuant
to Rule 485(a)(2), or to Rule 485(a)(2)
<PAGE> 2
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares of its Common
Stock, $.001 par value, under the Securities Act of 1933, pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Rule 24f-2
Notice for the fiscal year ending December 31, 1995, was filed with the
Securities and Exchange Commission on February 29, 1996.
This Post-Effective Amendment to the Registrant's Registration Statement also
has been executed by Master Investment Trust (a registered investment company
with separate series in which certain series of the Registrant will invest
substantially all of its assets) and its trustees and principal officers.
<PAGE> 1
EX-99.17(b)
PROXY CARD
PACIFICA FUNDS TRUST
* * *
SPECIAL MEETING OF SHAREHOLDERS
JULY 16, 1996
The undersigned hereby appoints _________________, _______________
and _________________ (the "Proxies"), and each of them, attorneys and proxies
of the undersigned, each with power of substitution and resubstitution, to
attend, vote and act for the undersigned at the Special Meeting of Shareholders
(the "Meeting") of Pacifica Funds Trust ("Pacifica") to be held at
_______________________________________________, at _____ a.m. (_______ time)
on Tuesday, July 16, 1996, and at any adjournment(s) thereof. The Proxies
shall cast votes according to the number of shares of the portfolio(s)
identified below which the undersigned may be entitled to vote with respect to
the proposals set forth below, in accordance with the specification indicated,
if any, and shall have all the powers which the undersigned would possess if
personally present. The undersigned hereby revokes any prior proxy to vote at
such meeting, and hereby ratifies and confirms all that said Proxies, or any of
them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED
JUNE ___, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PACIFICA, WHICH UNANIMOUSLY
RECOMMENDS THAT YOU VOTE IN FAVOR OF BOTH PROPOSALS. PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY, EITHER IN THE ENCLOSED POSTAGE-PAID
ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT [(___) _________].
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
THESE PROPOSALS HAVE BEEN PROPOSED BY PACIFICA.
<PAGE> 2
(1) To ratify and approve interim investment advisory agreements on
behalf of each Pacifica portfolio, between Pacifica and Wells
Fargo Investment Management, Inc. (formerly known as First
Interstate Capital Management, Inc. ("FICM")), the terms of which
are substantially identical to the previous advisory agreements
between Pacifica and FICM (the fee rates are unchanged), and the
receipt of investment advisory fees by WFIM for the period from
April 1, 1996 forward.
[ ] YES [ ] NO [ ] ABSTAIN
(2) To approve an Agreement and Plan of Reorganization attached to the
Combined Proxy Statement/Prospectus for the Meeting providing for
the transfer of the assets and liabilities of each Pacifica
portfolio to a corresponding fund of Stagecoach Funds, Inc. in
exchange for shares of designated classes of the corresponding
Stagecoach Fund.
[ ] YES [ ] NO [ ] ABSTAIN
In their discretion, the Proxies, and each of them, are authorized
to vote upon any other business that may properly come before the meeting,
or any adjournment(s) thereof, including any adjournment(s) necessary to
obtain requisite quorums and/or approvals.
[Name of Portfolio(s)] __________________________________________
__________________________________________
Please sign above exactly as your name(s)
appear(s) hereon. Corporate proxies
should be signed in full corporate name
by an authorized officer. Each joint
owner should sign personally. Fiduciaries
should give full titles as such.
____________________________________, 1996
(Please Date)
