As filed with the Securities and Exchange Commission on September 18, 1996
Registration No. 333-3133
- -------------------------------------------------------------------------------
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. ____ |X| Post-Effective Amendment No. 1
(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 (check appropriate box):
<TABLE>
<S> <C>
|X| Immediately upon filing pursuant to Rule 485(b), or |_| on (date) pursuant to Rule 485(b), or
|_| 60 days after filing pursuant to Rule 485(a), or |_| on (date) pursuant to Rule 485(a)(1), or
|_| 75 days after filing pursuant to paragraph (a)(2), or |_| on (date) pursuant to paragraph (a)(2) of
Rule 485
</TABLE>
<PAGE>
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 ended December 31, 1995, was filed with the Securities and
Exchange Commission on February 29, 1996.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement of Stagecoach Funds, Inc. (the "Company") filed on May 3, 1996
on Form N-14 under the Securities Act of 1933 (the "Registration
Statement") hereby incorporates by reference all the information set forth
in Parts A, B and C of the Registration Statement. This Amendment is being
filed to amend the Registration Statement to include four opinions of
counsel supporting the tax consequences of the reorganization of the
portfolios of Pacifica Funds Trust into corresponding funds of the
Company. The opinions of counsel are filed herewith pursuant to an
undertaking made by the Company in its Registration Statement.
<PAGE>
Stagecoach Funds, Inc.
File No. 333-3133
Exhibit Index
The following exhibits are filed herewith as part of this Amendment No. 1 to the
Registration Statement.
Exhibit
Number Description
12(a) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to
shareholders as to the Acquisition of Pacifica Funds
Trust's Money Market Fund, Short-Term Government
Bond, Intermediate Government Bond, California
Short-Term Tax-Exempt, California Tax-Exempt and
Growth Funds, by Stagecoach Funds, Inc.'s Money
Market Mutual, Short-Intermediate U.S. Government
Income, Ginnie Mae, California Tax-Free Income,
California Tax-Free Bond and Growth and Income Funds,
respectively.
12(b) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to share-
holders as to the Acquisition of Pacifica Funds
Trust's Government Income Fund, by Stagecoach Funds,
Inc.'s Short-Intermediate U.S. Government Income
Fund, respectively.
12(c) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to share-
holders as to the Acquisition of Pacifica Funds
Trust's Asset Preservation Fund, by Stagecoach Funds,
Inc.'s Money Market Mutual Fund, respectively.
12(d) Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to
shareholders as to the Acquisition of Pacifica Funds
Trust's Money Market Trust and Prime Money Market,
Treasury Money Market, Government Money Market,
Intermediate Bond, Arizona Tax-Exempt, Oregon
Tax-Exempt, National Tax-Exempt, Equity Value, and
Balanced Funds, by Stagecoach Funds, Inc.'s Money
Market Trust and Prime Money Market Mutual, Treasury
Money Market Mutual, Government Money Market Mutual,
Intermediate Bond, Arizona Tax-Free, Oregon Tax-Free,
National Tax-Free, Equity Value and Balanced Funds,
respectively.
<PAGE>
EX-99.12(a)
[MORRISON & FOERSTER LLP LETTERHEAD]
September 6, 1996
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
c/o Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Pacifica Money Market Fund
Pacifica Short-Term Government Bond Fund
Pacifica Intermediate Government Bond Fund
Pacifica California Short-Term Tax-Exempt Fund
Pacifica California Tax-Exempt Fund
Pacifica Growth Fund
c/o Pacifica Funds Trust
237 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Reorganization, dated as of
May 31, 1996 and amended pursuant to Amendment No. 1, dated as of August 30,
1996, attached hereto as Exhibit A (the "Plan"), we are rendering our opinion
concerning the material federal income tax consequences of the proposed
acquisition by the 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 (individually, an "Acquiring
Fund"), respectively, each a portfolio of Stagecoach Funds, Inc. (the
"Stagecoach Funds"), of all of the assets and the assumption of all of the
liabilities of the Pacifica Money Market Fund, Pacifica Short-Term Government
Bond Fund, Pacifica Intermediate Government Bond Fund, Pacifica California
Short-Term Tax-Exempt Fund, Pacifica California Tax-Exempt Fund, and Pacifica
Growth Fund (individually, an "Acquired Fund"), respectively, each a portfolio
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 2
of the Pacifica Funds Trust (the "Trust"), a Massachusetts business trust,
solely in exchange for voting shares of the corresponding Acquiring Fund which
shall thereafter be distributed to the shareholders of the corresponding
Acquired Fund. The transactions contemplated by the Plan with respect to each
Acquiring Fund and the corresponding Acquired Fund are each referred to herein
as a "Reorganization," and collectively as the "Reorganizations."
For purposes of the opinion set forth below, we have relied, with
your consent, upon the accuracy and completeness of the statements and
representations (which statements and representations we have neither
investigated nor verified) contained in the certificate of the Stagecoach Funds
for itself and on behalf of each Acquiring Fund, dated September 6, 1996 and the
certificate of the Trust for itself and on behalf of each Acquired Fund, dated
September 6, 1996, copies of which are attached hereto as Exhibits B and C,
respectively, and incorporated herein by reference, and have assumed that such
certificates are accurate and complete as of the Effective Time of the
Reorganization (as defined in the Plan) (the "Closing Date"). We have also
relied upon the accuracy of the Registration Statement on Form N-14 and the
Combined Proxy Statement/Prospectus (the "Proxy Statement"), dated May 31, 1996
and filed with the Securities and Exchange Commission on May 3, 1996, in
connection with the Reorganizations. Any capitalized term used and not defined
herein has the meaning given to it in the Proxy Statement or the appendices
thereto (including the Plan).
We have also assumed that the transactions contemplated by the
Plan will be consummated in accordance therewith and as described in the Proxy
Statement and that, as described in the Plan, each Pacifica Portfolio provided a
list of all portfolio securities held by it to Stagecoach Funds at least fifteen
days before the Closing Date and immediately notified Stagecoach Funds'
investment adviser of any portfolio security thereafter acquired or sold by the
Pacifica Portfolio.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, each Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), that each Acquiring Fund and the
corresponding Acquired Fund will be a party to a reorganization within the
meaning of Section 368(b) of the Code, and that, accordingly, the following will
be the material federal income tax consequences of each Reorganization:
(1) No gain or loss will be recognized by any Acquired Fund as a result
of the Reorganizations.
(2) No gain or loss will be recognized by any Acquiring Fund as a result
of the Reorganizations.
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 3
(3) The federal income tax basis of the Fund Assets received by each
Acquiring Fund pursuant to the Plan will be the same as the federal income tax
basis of those Fund Assets in the hands of the corresponding Acquired Fund
immediately prior to the Reorganization.
(4) The holding period of the Fund Assets received by each Acquiring Fund
pursuant to the Plan will include the period for which such Fund Assets were
held by the corresponding Acquired Fund.
(5) No gain or loss will be recognized by the shareholders of each
Acquired Fund on the distribution by the Acquired Fund to them of shares of the
corresponding Acquiring Fund in exchange for such shareholders' shares in such
Acquired Fund.
(6) The federal income tax basis of the Acquiring Fund shares received by
each shareholder of an Acquired Fund will be the same as the federal income tax
basis of the shareholder's Acquired Fund shares immediately prior to the
Reorganization.
(7) A shareholder's holding period for the Acquiring Fund shares for which
shares of the corresponding Acquired Fund are exchanged pursuant to the Plan
will include the period that such exchanged shares were held by the shareholder,
provided such shares were held as a capital asset of the holder.
(8) Each Acquiring Fund will succeed to and take into account the tax
attributes, described in Section 381(c) of the Code, of the corresponding
Acquired Fund as of the date of the Reorganization, subject to the conditions
and limitations specified in the Code.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
EX-99.12(b)
[MORRISON & FOERSTER LLP LETTERHEAD]
September 6, 1996
Short-Intermediate U.S. Government Income Fund
c/o Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Pacifica Government Income Fund
c/o Pacifica Funds Trust
237 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Reorganization, dated as of
May 31, 1996 and amended pursuant to Amendment No. 1 dated as of August 30,
1996, attached hereto as Exhibit A (the "Plan"), we are rendering our opinion
concerning the material federal income tax consequences of the proposed
acquisition by the Short-Intermediate U.S. Government Income Fund (the
"Acquiring Fund"), a portfolio of Stagecoach Funds, Inc. (the "Stagecoach
Funds") of all of the assets and the assumption of all of the liabilities of the
Pacifica Government Income Fund, (the "Acquired Fund"), a portfolio of the
Pacifica Funds Trust ("Pacifica"), a Massachusetts business trust, solely in
exchange for voting shares of the Acquiring Fund which shall thereafter be
distributed to the shareholders of the Acquired Fund. The transactions
contemplated by the Plan with respect to the Acquiring Fund and the Acquired
Fund is referred to herein as the "Reorganization."
For purposes of the opinion set forth below, we have relied, with
your consent, upon the accuracy and completeness of the statements and
representations (which statements and representations we have neither
investigated nor verified) contained in the certificate of the Stagecoach Funds
for itself and on behalf of the Acquiring Fund, dated September 6, 1996 and the
certificate of Pacifica for itself and on behalf of the Acquired Fund, dated
September 6, 1996, copies of which are attached hereto as Exhibits B and C,
respectively, and incorporated herein by reference, and have assumed that such
certificates are accurate and complete as of the Effective Time of the
Reorganization (as defined in the Plan) (the "Closing Date"). We have also
relied upon the accuracy of the Registration Statement on Form N-14 and the
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 2
Combined Proxy Statement/Prospectus (the "Proxy Statement"), dated May 31, 1996
and filed with the Securities and Exchange Commission on May 3, 1996 in
connection with the Reorganization. Any capitalized term used and not defined
herein has the meaning given to it in the Proxy Statement or the appendices
thereto (including the Plan).
We have also assumed that the transactions contemplated by the
Plan will be consummated in accordance therewith and as described in the Proxy
Statement and that, as described in the Plan, the Pacifica Portfolio provided a
list of all portfolio securities held by it to Stagecoach Funds at least fifteen
days before the Closing Date and immediately notified Stagecoach Funds'
investment adviser of any portfolio security thereafter acquired or sold by the
Pacifica Portfolio.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, the Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(C) or Section
368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), that
the Acquiring Fund and the Acquired Fund will be a party to a reorganization
within the meaning of Section 368(b) of the Code, and that, accordingly, the
following will be the material federal income tax consequences of the
Reorganization:
(1) No gain or loss will be recognized by the Acquired Fund as a result
of the Reorganizations.
(2) No gain or loss will be recognized by the Acquiring Fund as a result
of the Reorganizations.
(3) The federal income tax basis of the Fund Assets received by the
Acquiring Fund pursuant to the Plan will be the same as the federal income tax
basis of those Fund Assets in the hands of the Acquired Fund immediately prior
to the Reorganization.
(4) The holding period of the Fund Assets received by the Acquiring Fund
pursuant to the Plan will include the period for which such Fund Assets were
held by the Acquired Fund.
(5) No gain or loss will be recognized by the shareholders of the Acquired
Fund on the distribution by the Acquired Fund to them of shares of the Acquiring
Fund in exchange for such shareholders' shares in the Acquired Fund.
(6) The federal income tax basis of the Acquiring Fund shares received by
each shareholder of the Acquired Fund will be the same as the federal income tax
basis of the shareholder's Acquired Fund shares immediately prior to the
Reorganization.
(7) A shareholder's holding period for the Acquiring Fund shares for which
shares of the Acquired Fund are exchanged pursuant to the Plan will include the
period that such exchanged shares were held by the shareholder, provided such
shares were held as a capital asset of the holder.
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 3
(8) The Acquiring Fund will succeed to and take into account the tax
attributes, described in Section 381(c) of the Code, of the Acquired Fund as of
the date of the Reorganization, subject to the conditions and limitations
specified in the Code.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
EX-99.12(c)
[MORRISON & FOERSTER LLP LETTERHEAD]
September 6, 1996
Money Market Mutual Fund
c/o Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Pacifica Asset Preservation Fund
c/o Pacifica Funds Trust
237 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Reorganization, dated as of
May 31, 1996 and amended pursuant to Amendment No. 1 dated as of August 30, 1996
attached hereto as Exhibit A (the "Plan"), we are rendering our opinion
concerning the material federal income tax consequences of the proposed
acquisition by the Money Market Mutual Fund (the "Acquiring Fund"), a portfolio
of Stagecoach Funds, Inc. (the "Stagecoach Funds") of all of the assets and the
assumption of all of the liabilities of the Pacifica Asset Preservation Fund,
(the "Acquired Fund"), a portfolio of the Pacifica Funds Trust ("Pacifica"), a
Massachusetts business trust, solely in exchange for voting shares of the
Acquiring Fund which shall thereafter be distributed to the shareholders of the
Acquired Fund. The transactions contemplated by the Plan with respect to the
Acquiring Fund and the Acquired Fund is referred to herein as the
"Reorganization."
For purposes of the opinion set forth below, we have relied, with
your consent, upon the accuracy and completeness of the statements and
representations (which statements and representations we have neither
investigated nor verified) contained in the certificate of the Stagecoach Funds
for itself and on behalf of the Acquiring Fund, dated September 6, 1996 and the
certificate of Pacifica for itself and on behalf of the Acquired Fund, dated
September 6, 1996, copies of which are attached hereto as Exhibits B and C,
respectively, and incorporated herein by reference, and have assumed that such
certificates are accurate and complete as of the Effective Time of the
Reorganization (as defined in the Plan) (the "Closing Date"). We have also
relied upon the accuracy of the Registration Statement on Form N-14 and the
Combined Proxy Statement/Prospectus (the "Proxy Statement"), dated May 31, 1996
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 2
and filed with the Securities and Exchange Commission on May 3, 1996 in
connection with the Reorganization. Any capitalized term used and not defined
herein has the meaning given to it in the Proxy Statement or the appendices
thereto (including the Plan).
We have also assumed that the transactions contemplated by the
Plan will be consummated in accordance therewith and as described in the Proxy
Statement and that, as described in the Plan, the Pacifica Portfolio provided a
list of all portfolio securities held by it to Stagecoach Funds at least fifteen
days before the Closing Date and immediately notified Stagecoach Funds'
investment adviser of any portfolio security thereafter acquired or sold by the
Pacifica Portfolio.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, the Reorganization will not constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), that the Acquiring Fund and the Acquired Fund
will not be a party to a reorganization within the meaning of Section 368(b) of
the Code, and that, accordingly, the following will be the material federal
income tax consequences of the Reorganization:
(1) Gain or loss will be recognized by the Acquired Fund on the transfer
of its assets to the Acquiring Fund for voting shares of the Acquiring Fund,
cash, and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities.
(2) No gain or loss will be recognized by the Acquiring Fund as a result
of the Asset Preservation Transaction.
(3) The federal income tax basis of the Fund Assets received by the
Acquiring Fund in the Reorganization will be their fair market value immediately
prior to the Reorganization.
(4) The holding period of the Fund Assets received by the Acquiring Fund
in the Reorganization will begin on the day following the Closing Date.
(5) Gain or loss will be recognized by the Acquired Fund on the
distribution to its shareholders of the Acquiring Fund shares received by the
Acquired Fund pursuant to the Plan.
(6) Gain or loss will be recognized by the shareholders of the Acquired
Fund on the receipt of the Acquiring Fund shares in exchange for such
shareholders' shares in the Acquired Fund.
(7) The federal income tax basis of the Acquiring Fund shares received by
the shareholders of the Acquired Fund will be their fair market value as of the
Closing Date.
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 3
(8) An Acquired Fund shareholder's holding period for the Acquiring Fund
shares received in the Reorganization will begin on the day following the
Closing Date.
(9) The Acquiring Fund will not succeed to and take into account any of
the tax attributes, described in Section 381(c) of the Code, of the Acquired
Fund.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
EX-99.12(d)
[MORRISON & FOERSTER LLP LETTERHEAD]
September 6, 1996
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
Balanced Fund
c/o Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Pacifica Prime Money Market Fund
Pacifica Treasury Money Market Fund
Pacifica Money Market Trust
Pacifica Government Money Market Fund
Pacifica Intermediate Bond Fund
Pacifica Arizona Tax-Exempt Fund
Pacifica Oregon Tax-Exempt Fund
Pacifica National Tax-Exempt Fund
Pacifica Equity Value Fund
Pacifica Balanced Fund
c/o Pacifica Funds Trust
237 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Reorganization, dated as of
May 31, 1996 and amended pursuant to Amendment No. 1 dated as of August 30,
1996, attached hereto as Exhibit A (the "Plan"), we are rendering our opinion
concerning the material federal income tax consequences of the proposed
acquisition by the Prime Money Market Mutual Fund, Treasury Money Market Mutual
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 2
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 (individually, an "Acquiring Fund"),
respectively, each a portfolio of Stagecoach Funds, Inc. (the "Stagecoach
Funds"), of all of the assets and the assumption of all of the liabilities of
the Pacifica Prime Money Market Fund, Pacifica Treasury Money Market Fund,
Pacifica Money Market Trust, Pacifica Government Money Market Fund, Pacifica
Intermediate Bond Fund, Pacifica Arizona Tax-Exempt Fund, Pacifica Oregon
Tax-Exempt Fund, Pacifica National Tax-Exempt Fund, Pacifica Equity Value Fund,
and Pacifica Balanced Fund (individually, an "Acquired Fund"), respectively,
each a portfolio of the Pacifica Funds Trust (the "Trust"), a Massachusetts
business trust, solely in exchange for voting shares of the corresponding
Acquiring Fund which shall thereafter be distributed to the shareholders of the
corresponding Acquired Fund. The transactions contemplated by the Plan with
respect to each Acquiring Fund and the corresponding Acquired Fund are each
referred to herein as a "Reorganization," and collectively as the
"Reorganizations."
For purposes of the opinion set forth below, we have relied, with
your consent, upon the accuracy and completeness of the statements and
representations (which statements and representations we have neither
investigated nor verified) contained in the certificate of the Stagecoach Funds
for itself and on behalf of each Acquiring Fund, dated September 6, 1996 and the
certificate of the Trust for itself and on behalf of each Acquired Fund, dated
September 6, 1996, copies of which are attached hereto as Exhibits B and C,
respectively, and incorporated herein by reference, and have assumed that such
certificates are accurate and complete as of the Effective Time of the
Reorganization (as defined in the Plan) (the "Closing Date"). We have also
relied upon the accuracy of the Registration Statement on Form N-14 and the
Combined Proxy Statement/Prospectus (the "Proxy Statement"), dated May 31, 1996
and filed with the Securities and Exchange Commission on May 3, 1996, in
connection with the Reorganizations. Any capitalized term used and not defined
herein has the meaning given to it in the Proxy Statement or the appendices
thereto (including the Plan).
We have also assumed that the transactions contemplated by the
Plan will be consummated in accordance therewith and as described in the Proxy
Statement and that, as described in the Plan, each Pacifica Portfolio provided a
list of all portfolio securities held by it to Stagecoach Funds at least fifteen
days before the Closing Date and immediately notified Stagecoach Funds'
investment adviser of any portfolio security thereafter acquired or sold by the
Pacifica Portfolio.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, each Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended (the "Code"), that each Acquiring Fund and the
corresponding Acquired Fund will be a party to a reorganization within the
meaning of Section 368(b) of the Code, and that, accordingly, the following will
be the material federal income tax consequences of each Reorganization:
(1) No gain or loss will be recognized by any Acquired Fund as a result
of the Reorganizations.
<PAGE>
Stagecoach Funds, Inc.
Pacifica Funds Trust
September 6, 1996
Page 3
(2) No gain or loss will be recognized by any Acquiring Fund as a result
of the Reorganizations.
(3) The federal income tax basis of the Fund Assets received by each
Acquiring Fund pursuant to the Plan will be the same as the federal income tax
basis of those Fund Assets in the hands of the corresponding Acquired Fund
immediately prior to the Reorganization.
(4) The holding period of the Fund Assets received by each Acquiring Fund
pursuant to the Plan will include the period for which such Fund Assets were
held by the corresponding Acquired Fund.
(5) No gain or loss will be recognized by the shareholders of each
Acquired Fund on the distribution by the Acquired Fund to them of shares of the
corresponding Acquiring Fund in exchange for such shareholders' shares in such
Acquired Fund.
(6) The federal income tax basis of the Acquiring Fund shares received by
each shareholder of an Acquired Fund will be the same as the federal income tax
basis of the shareholder's Acquired Fund shares immediately prior to the
Reorganization.
(7) A shareholder's holding period for the Acquiring Fund shares for which
shares of the corresponding Acquired Fund are exchanged pursuant to the Plan
will include the period that such exchanged shares were held by the shareholder,
provided such shares were held as a capital asset of the holder.
(8) Each Acquiring Fund will succeed to and take into account the tax
attributes, described in Section 381(c) of the Code, of the corresponding
Acquired Fund as of the date of the Reorganization, subject to the conditions
and limitations specified in the Code.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Little Rock in the State of Arkansas on the 18th
day of September, 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
Post-Effective Amendment to the Registration Statement on Form N-14 has been
signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ R. Greg Feltus * Director, Chairman and September 18, 1996
- -------------------------
(R. Greg Feltus)** President (Principal
Executive Officer)
/s/ Richard H. Blank, Jr. Chief Operating Officer, September 18, 1996
- -------------------------
(Richard H. Blank, Jr.) Secretary and Treasurer
/s/ Jack S. Euphrat * Director September 18, 1996
- -------------------------
(Jack S. Euphrat)**
/s/ Thomas S. Goho * Director September 18, 1996
- -------------------------
(Thomas S. Goho)**
____________________ Director
(Joseph N. Hankin)
/s/ W. Rodney Hughes * Director September 18, 1996
- -------------------------
(W. Rodney Hughes)**
/s/ Robert M. Joses * Director September 18, 1996
- -------------------------
(Robert M. Joses)**
/s/ J. Tucker Morse * Director September 18, 1996
- -------------------------
(J. Tucker Morse)**
</TABLE>
*By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
As Attorney-in-Fact
** Executed pursuant to Powers of Attorney.
