<PAGE> 1
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING D.F. KING & CO., INC.
TOLL-FREE AT 1-800-431-9643 FROM 5:00 A.M. TO
6:00 P.M. PACIFIC TIME. YOU MAY ALSO
VOTE BY FAXING YOUR PROXY BALLOT TO D.F. KING & CO., INC.
AT 1-212-809-8839
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE MAILED TO YOU.
PACIFICA FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
May 31, 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. There are some differences,
however, and you should consider these differences carefully. For example,
the Pacifica Asset Preservation Fund is proposed to be reorganized into
the Stagecoach Money Market Mutual Fund, and the permitted 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 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.
<PAGE> 2
- 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 September 7, 1996, when your Pacifica
shares would be exchanged for shares of the corresponding Stagecoach Fund of
equal value. Although there can be no assurance, the 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.
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 D.F. King & Co., Inc. toll-free at
1-800-431-9643 from 5:00 a.m. to 6:00 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 D.F. King &
Co., Inc. at 1-212-809-8839 (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 1-212-809-8839, OR BY
CALLING D.F. KING & CO., INC. TOLL-FREE AT 1-800-431-9643.
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 interim investment
advisory arrangements or the reorganization, please do not hesitate to call
Stagecoach Funds toll free at 1-800-222-8222.
Very truly yours,
/s/ MICHAEL C. PETRYCKI
Michael C. Petrycki
President
<PAGE> 3
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 Pacifica's
administrator, Furman Selz LLC, 237 Park Avenue, 9th Floor, New York, New York
10017 on July 16, 1996 at 4:00 P.M. Eastern 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 EACH 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.
/s/ JOAN V. FIORE
Joan V. Fiore
Secretary
May 31, 1996
<PAGE> 4
COMBINED PROXY STATEMENT/PROSPECTUS
DATED MAY 31, 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
4:00 P.M. Eastern Time on July 16, 1996 at the offices of Pacifica's
administrator, Furman Selz LLC, 237 Park Avenue, 9th Floor, New York, New York
10017. 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 as of May 31, 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 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, dated April 1, 1996 (for Money Market Mutual Fund),
April 29, 1996 (for Growth and Income Fund), and May 1, 1996 (for California
Tax-Free Bond Fund, California Tax-Free Income Fund, Ginnie Mae Fund and
Short-Intermediate U.S. Government Income Fund), 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
1
<PAGE> 5
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 separately on a portfolio-by-portfolio
agreements on behalf of each Pacifica basis.
Portfolio 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 together
and Plan of Reorganization providing in the aggregate, and each Pacifica
for the transfer of the assets and Portfolio voting separately on a
liabilities of all eighteen Pacifica 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
(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) 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 6, 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.
2
<PAGE> 6
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> 7
TABLE OF CONTENTS
<TABLE>
<S> <C>
FEE TABLE............................................................................... 6
SUMMARY................................................................................. 6
Interim WFIM Agreements............................................................... 6
Pacifica Board Consideration....................................................... 7
Proposed Reorganization............................................................... 7
Overview of Stagecoach and Pacifica................................................ 7
Federal Income Tax Consequences.................................................... 9
Pacifica and Stagecoach Board Consideration........................................ 10
Principal Risk Factors............................................................. 10
Voting Information.................................................................... 11
INFORMATION RELATING TO THE INTERIM WFIM AGREEMENTS..................................... 11
The Merger of First Interstate Bancorp Into WF&C...................................... 11
The Interim WFIM Agreements........................................................... 12
Information Regarding WFIM............................................................ 14
Payments to WFIM Affiliates........................................................... 14
Affiliated Broker Commissions......................................................... 15
Section 15(f) of the 1940 Act......................................................... 15
Approval of Pacifica's Board of Trustees.............................................. 15
INFORMATION RELATING TO THE PROPOSED REORGANIZATION..................................... 16
Description of the Reorganization Agreement........................................... 16
Table I -- Portfolios and Corresponding Funds...................................... 17
Pacifica Board Consideration.......................................................... 19
Capitalization........................................................................ 21
Table II -- Pro Forma Capitalization Table (as of March 29, 1996).................. 22
Federal Income Tax Consequences....................................................... 25
Other Provisions Applicable to the New Stagecoach Funds............................... 26
COMPARISON OF STAGECOACH AND PACIFICA................................................... 27
Investment Objectives and Policies.................................................... 27
Investment Adviser and Other Service Providers........................................ 27
Table III -- Investment Advisory and Total Expense Information..................... 28
Stagecoach Funds' Advisory Contracts............................................... 29
Information About WFB.............................................................. 29
Share Structure....................................................................... 30
Distribution Plans and Shareholder Servicing Arrangements.......................... 31
Shareholder Transactions and Services................................................. 33
INFORMATION RELATING TO VOTING MATTERS.................................................. 33
General Information................................................................... 33
Shareholder and Board Approvals....................................................... 35
Table IV -- Pacifica Portfolios -- 5% Ownership as of May 15, 1996................. 36
Quorum................................................................................ 44
Annual Meetings....................................................................... 44
ADDITIONAL INFORMATION ABOUT STAGECOACH................................................. 45
ADDITIONAL INFORMATION ABOUT PACIFICA................................................... 45
FINANCIAL STATEMENTS.................................................................... 45
OTHER BUSINESS.......................................................................... 46
SHAREHOLDER INQUIRIES................................................................... 46
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
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 -- INFORMATION REGARDING THE
PORTFOLIO MANAGERS OF THE
NEW STAGECOACH FUNDS
</TABLE>
5
<PAGE> 9
FEE TABLE
Pro Forma Expense Information for each Proposed Reorganization is included
in Appendix V to this Combined Proxy Statement/Prospectus.
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 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 September 7, 1996) (the "Closing"),
whichever occurs earlier. It is expected that after the Closing Wells Fargo
Bank, N.A. ("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
6
<PAGE> 10
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, including contingent 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 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."
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 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.
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 a
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.
7
<PAGE> 11
The Pacifica Growth Fund and its corresponding Stagecoach Growth and Income
Fund both primarily invest in the same types of securities -- common stocks,
preferred stocks and debt securities that are convertible into common stocks.
However, the Pacifica Growth Fund may invest up to 25% of its assets in
securities of foreign issuers while the Stagecoach Growth and Income Fund may
only invest up to 10% of its assets in such securities. In addition, the
Stagecoach Growth and Income Fund invests less than 50% of its assets in the
securities of medium- and smaller-size companies and the remainder in large-size
companies, while the Pacifica Growth Fund does not limit its investment in
medium- and smaller-size companies.
The Pacifica California Short-Term Tax-Exempt Fund and its corresponding
Stagecoach California Tax-Free Income Fund both primarily invest in similar
types of securities -- short- and intermediate-term municipal securities, which
provide investors with a high level of income exempt from federal income taxes
and California personal income taxes. The Pacifica California Short-Term
Tax-Exempt Fund seeks to maintain a dollar-weighted average portfolio maturity
of three years or less, although it does not have any restrictions as to the
minimum or maximum maturity of any individual security held by it. The
Stagecoach California Tax-Free Income Fund, however, invests primarily in
securities with remaining maturities of between less than one year and ten
years, and the dollar-weighted average portfolio maturity for the Fund will be
between one and five years. Unlike the Pacifica California Short-Term Tax-Exempt
Fund, the Stagecoach California Tax-Free Income Fund may invest in municipal
obligations of non-California issuers as part of satisfying its policy of
investing at least 65% of the Fund's assets in investments that are free from
California personal income tax, the consequence of which is that the investments
of the Stagecoach California Tax-Free Income Fund may be more diverse than those
of the Pacifica California Short-Term Tax-Exempt Fund, and, as a result, may be
subject to less risk from concentration.
The Pacifica California Tax-Exempt Fund and its corresponding Stagecoach
California Tax-Free Bond Fund both primarily invest in similar types of
securities -- municipal securities that provide investors with a high level of
income exempt from federal income taxes and California personal income taxes.
However, whereas the Stagecoach California Tax-Free Bond Fund is limited to
purchasing primarily medium- to long-term municipal securities with maturities
of between two and ten or more years and will normally invest at least 65% of
its assets in municipal bonds (as opposed to notes or commercial paper), the
Pacifica California Tax-Exempt Fund has no such limitation.
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.
Certain Stagecoach Funds may invest in shares of other investment
companies. The practice of investing in other investment companies will result
in duplication of certain fees and expenses to Pacifica shareholders should
Stagecoach's investment adviser terminate its waiver of advisory fees currently
in effect for that portion of each Stagecoach Fund's assets so invested.
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 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," 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 this regard, WFB has agreed that for the period
commencing on the Closing and continuing until
8
<PAGE> 12
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 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 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 tax 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 small and,
9
<PAGE> 13
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."
The Agreement and Plan of Reorganization contemplates that, upon notice
from Stagecoach, a Pacifica Portfolio must immediately sell any portfolio
security identified by Stagecoach as impermissible under the investment
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. See Appendix III to this
Combined Proxy Statement/Prospectus.
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 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; (v) the historical investment performance of the Portfolios and the
Funds; (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 Portfolio, a shareholder's exposure to
interest rate risk can be generally more or less than that which the shareholder
would have had as a Pacifica Portfolio shareholder.
10
<PAGE> 14
In addition, as stated above, unlike the Stagecoach 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.
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
Pacifica's administrator, Furman Selz LLC, 237 Park Avenue, 9th Floor, New York,
New York 10017 on July 16, 1996 at 4:00 P.M. Eastern 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."
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 a 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 27, 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 28, 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
11
<PAGE> 15
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 FICM
Agreements, but prior to obtaining the approval of the Interim WFIM Agreements
by the shareholders of the Pacifica Portfolios. 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 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 a
Pacifica Portfolio under the Interim WFIM Agreements are being held in escrow.
Such escrowed fees will be received by WFIM only if the Interim WFIM Agreement
for a Pacifica Portfolio is ratified and approved by the Pacifica Portfolio's
shareholders. If ratified and approved, the Interim WFIM Agreement for a
Pacifica Portfolio 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 September 7, 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 Interim 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 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
12
<PAGE> 16
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.
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 Interim 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
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<PAGE> 17
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 a 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:
<TABLE>
<CAPTION>
NAME OF PACIFICA NET ASSETS AS OF CONTRACTUAL
VARIABLE TRUST PORTFOLIO MARCH 31, 1996 ADVISORY FEE RATE
------------------------------------------------------ ---------------- -----------------
<S> <C> <C>
Balanced Portfolio.................................... $5,537,753 0.75%
Emerging Growth Portfolio............................. $6,183,667 0.75%
Equity Value Portfolio................................ $5,979,442 0.75%
Intermediate Bond Portfolio........................... $5,056,325 0.65%
Money Market Portfolio................................ $5,070,080 0.60%
</TABLE>
WFIM is currently waiving a portion of the advisory fees payable by each
Portfolio of Pacifica Variable Trust.
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. 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 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>
SHAREHOLDER
PACIFICA PORTFOLIO CUSTODY FEES SERVICING FEES
----------------------------------------------------------- ------------ --------------
<S> <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
Prime Money Market Fund.................................... $ 67,459 $ 894,783
Treasury Money Market Fund................................. $108,325 $1,461,455
</TABLE>
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<PAGE> 18
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 $8,993, $22,868 and $101, respectively.
It is expected that affiliates of WFIM will continue to receive custody,
distribution and shareholder servicing fees from the Pacifica Portfolios until
the Closing.
Affiliated Broker Commissions. Except as noted below, 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 party 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. During Pacifica's fiscal year ended September 30, 1995 Pacifica paid
approximately $86,693 in brokerage commissions (or approximately 10.61% of the
total brokerage commission paid by Pacifica during that year) to Boston
Institutional Services, Inc., an affiliate of Pacifica's former distributor.
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 constitutes 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 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
15
<PAGE> 19
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 resulting from the Holding Company Merger in the advisory
services provided to the Pacifica Portfolios.
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 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 from 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.
16
<PAGE> 20
TABLE I
PORTFOLIOS AND CORRESPONDING FUNDS
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
- ---------------------------------------- ----------------------------------------
<S> <C>
Arizona Tax-Exempt Fund -- Institutional Arizona Tax-Free Fund -- Institutional
Shares Class Shares
Arizona Tax-Exempt Fund -- Investor Arizona Tax-Free Fund -- Class A Shares
Shares
Asset Preservation Fund -- Institutional Money Market Mutual
Shares Fund -- Institutional Class Shares
Asset Preservation Fund -- Investor Money Market Mutual Fund -- Class A
Shares Shares
Balanced Fund -- Institutional Shares Balanced Fund -- Institutional Class
Shares
Balanced Fund -- Investor Shares Balanced Fund -- 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 -- Class
Investor Shares A Shares
California Tax-Exempt California Tax-Free Bond Fund --
Fund -- Institutional Shares Institutional Class Shares
California Tax-Exempt Fund -- Investor California Tax-Free Bond Fund -- Class A
Shares Shares
Equity Value Fund -- Institutional Equity Value Fund -- Institutional Class
Shares Shares
Equity Value Fund -- Investor Shares Equity Value Fund -- Class A Shares
Government Income Fund -- Institutional Short-Intermediate U.S. Government
Shares Income Fund -- Institutional Class
Shares
Government Income Fund -- Investor Short-Intermediate U.S. Government
Shares Income Fund -- Class A Shares
Government Money Market Fund Government Money Market Mutual Fund --
Class A Shares
Growth Fund -- Institutional Shares Growth and Income Fund -- Institutional
Class Shares
Growth Fund -- Investor Shares Growth and Income Fund -- Class A Shares
Intermediate Bond Fund -- Institutional Intermediate Bond Fund -- Institutional
Shares Class Shares
Intermediate Bond Fund -- Investor Intermediate Bond Fund -- Class A Shares
Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund -- Institutional Class
Institutional Shares Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund -- Class A Shares
Investor Shares
Money Market Fund Money Market Mutual Fund -- Class A
Shares
Money Market Trust Money Market Trust
National Tax-Exempt National Tax-Free Fund -- Institutional
Fund -- Institutional Shares Class Shares
</TABLE>
17
<PAGE> 21
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
- ---------------------------------------- ----------------------------------------
<S> <C>
National Tax-Exempt Fund -- Investor National Tax-Free Fund -- Class A Shares
Shares
Oregon Tax-Exempt Fund -- Institutional Oregon Tax-Free Fund -- Institutional
Shares Class Shares
Oregon Tax-Exempt Fund -- Investor Oregon Tax-Free Fund -- Class A Shares
Shares
Prime Money Market Fund -- Institutional Prime Money Market Mutual Fund --
Shares Institutional Class Shares
Prime Money Market Fund -- Investor Prime Money Market Mutual Fund -- Class
Shares A Shares
Prime Money Market Fund -- Service Prime Money Market Mutual Fund --
Shares Service Class Shares
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government
Institutional Shares Income Fund -- Institutional Class
Shares
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government
Investor Shares Income Fund -- Class A Shares
Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Institutional Class Shares
Treasury Money Market Fund -- Investor Treasury Money Market Mutual Fund --
Shares Class A Shares
Treasury Money Market Fund -- Service Treasury Money Market Mutual Fund --
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.
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,
18
<PAGE> 22
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 September 7, 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 12 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. After 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 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 modifications 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;
19
<PAGE> 23
(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 number of investment portfolio
options that would be available to shareholders after the Reorganization; (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.
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 that 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) from the
Closing through September 30, 1996 (which is the current ordinary operating
expense ratio of both Institutional and Investor 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
ratios of the Pacifica Growth Fund would be approximately 1.65% and 1.98% for
Institutional and Investor 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 existed 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 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 31, 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
20
<PAGE> 24
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 31, 1996 that
would be potentially realized and distributed to shareholders as a taxable
capital gains distribution was small approximately $127,245; (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 Pacifica 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 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; 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.
21
<PAGE> 25
TABLE II
PRO FORMA CAPITALIZATION TABLE (AS OF MARCH 29, 1996)
The table below reflects pro forma information for the following 3
scenarios: Pacifica Money Market Fund is combined with Stagecoach Money Market
Mutual Fund (but Pacifica Asset Preservation Fund is not); Pacifica Asset
Preservation Fund is combined with Stagecoach Money Market Mutual Fund (but
Pacifica Money Market Fund is not); and both Pacifica Asset Preservation Fund
and Pacifica Money Market Fund are combined with Stagecoach Money Market Mutual
Fund.
<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 $28,189,724 2,785,546 $10.12
B") (Institutional) (Institutional) (Institutional)
$13,181,885 1,303,846 $10.11
(Investor) (Investor) (Investor)
Stagecoach Money Market Mutual Fund ("Fund $0 0 $0
C") (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 $0 0 $0
Stagecoach Money Market Mutual Funds (Institutional) (Institutional) (Institutional)
Only (Fund A + Fund C)
$3,348,322,288 3,348,322,288 $1.00
(Class A) (Class A) (Class A)
Pro Forma Pacifica Asset Preservation and $28,189,724 28,189,724 $1.00
Stagecoach Money Market Mutual Funds (Institutional) (Institutional) (Institutional)
Only (Fund B + Fund C)
$3,163,431,710 3,163,431,710 $1.00
(Investor/Class A) (Investor/Class A) (Investor/Class A)
Pro Forma Pacifica Money Market, Pacifica $28,189,724 28,189,724 $1.00
Asset Preservation and Stagecoach Money (Institutional) (Institutional) (Institutional)
Market Mutual Funds (Fund A + Fund B +
Fund C) $3,361,504,173 3,361,504,173 $1.00
(Investor/Class A) (Investor/Class A) (Investor/Class A)
</TABLE>
22
<PAGE> 26
The table below reflects pro forma information for the following three
scenarios: Pacifica Short-Term Government Bond Fund is combined with Stagecoach
Short-Intermediate U.S. Government Income Fund (but Pacifica Government Income
Fund is not); Pacifica Government Income Fund is combined with Stagecoach
Short-Intermediate U.S. Government Income Fund (but Pacifica Short-Term
Government Bond Fund is not); and both Pacifica Short-Term Government Bond Fund
and Pacifica Government Income Fund are combined with Stagecoach
Short-Intermediate U.S. Government Income Fund.
<TABLE>
<CAPTION>
TOTAL NET SHARES NET ASSET
ASSETS OUTSTANDING VALUE PER SHARE
------------------- ------------------- -------------------
<S> <C> <C> <C>
Pacifica Short-Term Government Bond Fund $21,557,967 1,404,428 $15.35
("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. $0 0 $0
Government Income Fund ("Fund F") (Institutional) (Institutional) (Institutional)
$50,997,760 5,198,548 $9.81
(Class A) (Class A) (Class A)
Pro Forma Pacifica Short-Term Government $21,557,967 2,197,550 $9.81
Bond and Stagecoach Short-Intermediate (Institutional) (Institutional) (Institutional)
U.S. Government Income Funds Only (Fund
D + Fund F) $63,636,268 6,486,877 $9.81
(Investor/Class A) (Investor/Class A) (Investor/Class A)
Pro Forma Pacifica Government Income and $63,186,537 6,441,033 $9.81
Stagecoach Short-Intermediate U.S. (Institutional) (Institutional) (Institutional)
Government Income Funds Only (Fund E +
Fund F) $61,913,337 6,311,247 $9.81
(Investor/Class A) (Investor/Class A) (Investor/Class A)
Pro Forma Pacifica Short-Term Government $84,744,504 8,638,583 $9.81
Bond, Pacifica Government Income and (Institutional) (Institutional) (Institutional)
Stagecoach Short-Intermediate U.S.
Government Income Funds (Fund D + Fund E $74,551,845 7,599,576 $9.81
+ Fund F) (Investor/Class A) (Investor/Class A) (Investor/Class A)
</TABLE>
23
<PAGE> 27
The table below reflects pro forma information for the following scenario:
Pacifica Intermediate Government Bond Fund is combined with the Stagecoach
Ginnie Mae Fund.
<TABLE>
<CAPTION>
TOTAL NET SHARES NET ASSET
ASSETS OUTSTANDING VALUE PER SHARE
------------------- ------------------- -------------------
<S> <C> <C> <C>
Pacifica Intermediate Government Bond Fund $6,281,572 406,311 $15.46
("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)
Pro Forma Pacifica Intermediate Government $6,281,572 580,552 $10.82
Bond and Stagecoach Ginnie Mae Funds (Institutional) (Institutional) (Institutional)
(Fund G + Fund H)
$183,779,210 16,985,140 $10.82
(Investor/Class A) (Investor/Class A) (Investor/Class A)
</TABLE>
The table below reflects pro forma information for the following scenario:
Pacifica California Short-Term Tax-Exempt Fund is combined with Stagecoach
California Tax-Free Income Fund.
<TABLE>
<CAPTION>
TOTAL NET SHARES NET ASSET
ASSETS OUTSTANDING VALUE PER SHARE
------------------- ------------------- -------------------
<S> <C> <C> <C>
Pacifica California Short-Term Tax-Exempt $11,858,366 1,171,775 $10.12
Fund ("Fund I") (Institutional) (Institutional) (Institutional)
$7,055,529 697,187 $10.12
(Investor) (Investor) (Investor)
Stagecoach California Tax-Free Income Fund $0 0 $0
("Fund 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 (Institutional) (Institutional) (Institutional)
Tax-Free Income Funds (Fund I + Fund J)
$92,015,793 8,968,401 $10.26
(Investor/Class A) (Investor/Class A) (Investor/Class A)
</TABLE>
24
<PAGE> 28
The table below reflects pro forma information for the following scenario:
Pacifica California Tax-Exempt Fund is combined with Stagecoach California
Tax-Free Bond Fund.
<TABLE>
<CAPTION>
TOTAL NET SHARES NET ASSET
ASSETS OUTSTANDING VALUE PER SHARE
------------------- ------------------- -------------------
<S> <C> <C> <C>
Pacifica California Tax-Exempt Fund ("Fund $116,326,152 10,780,922 $10.79
K") (Institutional) (Institutional) (Institutional)
$38,843,748 3,599,977 $10.79
(Investor) (Investor) (Investor)
Stagecoach California Tax-Free Bond Fund $0 0 $0
("Fund L") (Institutional) (Institutional) (Institutional)
$286,459,195 26,746,890 $10.71
(Class A) (Class A) (Class A)
Pro Forma Pacifica California Tax-Exempt $116,326,152 10,861,452 $10.71
Fund and Stagecoach California Tax-Free (Institutional) (Institutional) (Institutional)
Bond Fund (Fund K + Fund L)
$325,302,943 30,373,758 $10.71
(Investor/Class A) (Investor/Class A) (Investor/Class A)
</TABLE>
The table below reflects pro forma information for the following scenario:
Pacifica Growth Fund is combined with Stagecoach Growth and Income Fund.
<TABLE>
<CAPTION>
TOTAL NET SHARES NET ASSET
ASSETS OUTSTANDING VALUE PER SHARE
------------------- ------------------- -------------------
<S> <C> <C> <C>
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 $0 0 $0
N") (Institutional) (Institutional) (Institutional)
$204,056,191 11,126,292 $18.34
(Class A) (Class A) (Class A)
Pro Forma Pacifica Growth and Stagecoach $17,034,004 928,790 $18.34
Growth and Income Funds (Fund M + Fund (Institutional) (Institutional) (Institutional)
N)
$204,651,816 11,158,769 $18.34
(Investor/Class A) (Investor/Class A) (Investor/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 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
25
<PAGE> 29
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.
In the event that Stagecoach and Pacifica do not receive the foregoing
opinion of Morrison & Foerster LLP, the Reorganization will not take place and
the Board of Trustees of Pacifica will consider other alternatives.
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 portfolio securities
prior to the Closing. The gain from such dispositions will be distributed to
this Portfolio's shareholders, 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 small, 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 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, 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 generally similar 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 generally similar to
the Institutional Shares or Service Shares of the corresponding Pacifica
Portfolios.
The Financial Highlights, classification and subclassification, investment
objectives and policies, responsibilities of the board of directors, fund
performance, shareholder inquiry policy, dividend and distribution
26
<PAGE> 30
policies, tax consequences, pricing of fund shares, distribution of fund shares,
method followed in determining total offering price, tax status, calculation of
performance data, and financial statements are the same in all material respects
between the New Stagecoach Funds and the Pacifica Portfolios to which they
correspond.
Information about the similarities and differences between the New
Stagecoach Funds and the Pacifica Portfolios to which they correspond regarding:
the identity and compensation of the investment adviser; the voting rights of
shareholders, any restrictions or material obligations associated with ownership
of shares; the share structure; the identity of the principal underwriter; sales
charges; any minimum initial or subsequent investment; Rule 12b-1 plans,
including associated fees and expenses; and shareholder redemption, repurchase
and exchange rights, is included in other appropriately titled sections within
this Combined Proxy Statement/Prospectus and the Appendices hereto.
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 Fund, 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 a 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
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.
27
<PAGE> 31
TABLE III
INVESTMENT ADVISORY AND TOTAL EXPENSE INFORMATION
<TABLE>
<CAPTION>
EFFECTIVE RATE
OF ADVISORY
ADVISORY FEES FEES FOR POST- PRO FORMA
FOR FISCAL FISCAL CURRENT 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
Tax-Exempt Fund... -- 0.00% 0.50% 0.50% 0.40% 0.40%
(Institutional) (Institutional)
0.65% 0.60%
(Investor) (Investor/Class A)
Pacifica Asset
Preservation
Fund.............. $ 251,732 0.35% 0.35% 0.40% 0.75% 0.73%
(Institutional) (Institutional)
0.80% 0.75%
(Investor) (Investor/Class A)
Pacifica Balanced
Fund.............. $ 579,850 0.60% 0.60% 0.60% 0.95% 0.95%
(Institutional) (Institutional)
1.35% 1.05%
(Investor) (Investor/Class A)
Pacifica California
Short-Term Tax-
Exempt Fund....... $ 5,125 0.02% 0.35% 0.50% 0.60% 0.60%
(Institutional) (Institutional)
0.75% 0.65%
(Investor) (Investor/Class A)
Pacifica California
Tax-Exempt Fund... $ 844,113 0.50% 0.50% 0.50% 0.85% 0.63%
(Institutional) (Institutional)
0.95% 0.68%
(Investor) (Investor/Class A)
Pacifica Equity
Value Fund........ $ 992,870 0.60% 0.60% 0.50% 0.95% 0.95%
(Institutional) (Institutional)
1.35% 1.05%
(Investor) (Investor/Class A)
Pacifica Government
Income Fund....... $ 500,935 0.50% 0.50% 0.50% 0.90% 0.65%
(Institutional) (Institutional)
0.95% 0.71%
(Investor) (Investor/Class A)
Pacifica Government
Money Market
Fund.............. $ 383,269 0.30% 0.30% 0.25% 0.77% 0.75%
/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
Intermediate Bond
Fund.............. $ 94,698 0.50% 0.50% 0.50% 0.75% 0.75%
(Institutional) (Institutional)
0.80% 0.80%
(Investor) (Investor/Class A)
Pacifica
Intermediate
Government Bond
Fund.............. $ 36,929 0.35% 0.50% 0.50% 0.90% 0.77%
(Institutional) (Institutional)
0.95% 0.82%
(Investor) (Investor/Class A)
Pacifica Money
Market Fund....... $ 338,393 0.22% 0.30% 0.40% 0.65% 0.75%
/0.25%/0.20%* (Class A)
Pacifica Money
Market Trust...... -- 0.00% 0.30% 0.25% 0.20% 0.20%
/0.25%/0.20%*
</TABLE>
28
<PAGE> 32
<TABLE>
<CAPTION>
EFFECTIVE RATE
OF ADVISORY
ADVISORY FEES FEES FOR POST- PRO FORMA
FOR FISCAL FISCAL CURRENT 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 National
Tax-Exempt Fund... -- 0.00% 0.50% 0.50% 0.35% 0.35%
(Institutional) (Institutional)
0.35% 0.35%
(Investor) (Investor/Class A)
Pacifica Oregon Tax-
Exempt Fund....... $ 41,004 0.24% 0.50% 0.50% 0.70% 0.40%
(Institutional) (Institutional)
0.80% 0.60%
(Investor) (Investor/Class A)
Pacifica Prime Money
Market Fund....... $ 693,315 0.12% 0.30% 0.25% 0.25% 0.25%
/0.25%/0.20%* (Institutional) (Institutional)
0.55% 0.55%
(Investor) (Investor/Class A)
0.45% 0.45%
(Service) (Service)
Pacifica Short-Term
Government Bond
Fund.............. $ 2,446 0.02% 0.50% 0.50% 0.65% 0.65%
(Institutional) (Institutional)
0.74% 0.71%
(Investor) (Investor/Class A)
Pacifica Treasury
Money Market
Fund.............. $ 1,160,424 0.13% 0.30% 0.25% 0.25% 0.25%
/0.25%/0.20%* (Institutional) (Institutional)
0.55% 0.55%
(Investor) (Investor/Class A)
0.46% 0.46%
(Service) (Service)
</TABLE>
- ---------------
* Fee rate is 0.30% on the 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 Portfolios 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.
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 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
29
<PAGE> 33
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
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 was organized was a Massachusetts business trust on July 17, 1984
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 was organized as a corporation under the laws of the State of
Maryland on September 9, 1991 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 a share 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
30
<PAGE> 34
Stagecoach Funds 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 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 By-laws 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 Equity Value Fund, Balanced Fund, 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-Free 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% of the average daily net assets attributable to the Class A Shares 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-Free Fund and
31
<PAGE> 35
up to 0.10% of the average daily net assets attributable to the Class A Shares
of the Equity Value Fund and Balanced Fund. 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 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 Plan 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, Growth 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 of the Stagecoach Funds 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,
32
<PAGE> 36
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. Pacifica's Investor Class
shareholders will receive Stagecoach Fund's Class A Shares in connection with
the Reorganization. The respective purchase, redemption, exchange, dividend and
other policies and procedures of the Stagecoach Funds and the corresponding
Pacifica Portfolios for these share classes are generally similar. These
policies and procedures are more fully set forth in Appendix VII to this
Combined Proxy Statement/Prospectus. There are, however, 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 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 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 or Pacifica Asset
Preservation Fund. For example, unlike shareholders of the Pacifica Money Market
Fund or Pacifica Asset Preservation 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 D.F. King & Co., Inc. to
assist in the solicitation of proxies for the Reorganization. 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 D.F.
King & Co., Inc. toll-free at 1-800-431-9643 from 5:00 a.m. to 6:00 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 D.F. King & Co., Inc. at 1-212-809-8839 (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 subsequently executed proxy or by attending the
Meeting and voting in person.
33
<PAGE> 37
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 SHARES ENTITLED
AND CLASS TO VOTE
-------------------------------------------------------------------- ----------------
<S> <C>
Arizona Tax-Exempt Fund --
Institutional Shares.............................................. 1,536,814.34
Arizona Tax-Exempt Fund --
Investor Shares................................................... 770,588.89
Asset Preservation Fund --
Institutional Shares.............................................. 2,680,144.46
Asset Preservation Fund --
Investor Shares................................................... 1,230,975.64
Balanced Fund --
Institutional Shares.............................................. 7,114,343.84
Balanced Fund --
Investor Shares................................................... 2,858,842.12
California Short-Term Tax-Exempt Fund --
Institutional Shares.............................................. 1,006,226.66
California Short-Term Tax-Exempt Fund --
Investor Shares................................................... 610,852.73
California Tax-Exempt Fund --
Institutional Shares.............................................. 10,510,833.40
California Tax-Exempt Fund --
Investor Shares................................................... 3,492,108.49
Equity Value Fund --
Institutional Shares.............................................. 15,385,121.44
Equity Value Fund --
Investor Shares................................................... 1,390,319.87
Government Income Fund --
Institutional Shares.............................................. 6,044,637.42
Government Income Fund --
Investor Shares................................................... 1,018,741.93
Government Money Market Fund........................................ 105,573,765.00
Growth Fund --
Institutional Shares.............................................. 889,793.49
Growth Fund --
Investor Shares................................................... 31,386.03
Intermediate Bond Fund --
Institutional Shares.............................................. 3,522,398.69
Intermediate Bond Fund --
Investor Shares................................................... 188,475.73
Intermediate Government Bond Fund --
Institutional Shares.............................................. 433,554.98
Intermediate Government Bond Fund --
Investor Shares................................................... 1,116,646.46
Money Market Fund................................................... 200,366,760.00
Money Market Trust.................................................. 944,041,421.00
National Tax-Exempt Fund --
Institutional Shares.............................................. 470,068.27
National Tax-Exempt Fund --
Investor Shares................................................... 370,179.49
</TABLE>
34
<PAGE> 38
<TABLE>
<CAPTION>
NAME OF PORTFOLIO SHARES ENTITLED
AND CLASS TO VOTE
-------------------------------------------------------------------- ----------------
<S> <C>
Oregon Tax-Exempt Fund --
Institutional Shares.............................................. 538,042.31
Oregon Tax-Exempt Fund --
Investor Shares................................................... 2,185,638.99
Prime Money Market Fund --
Institutional Shares.............................................. 415,872,265.00
Prime Money Market Fund --
Investor Shares................................................... 294,857,401.00
Prime Money Market Fund --
Service Shares.................................................... 614,488,433.00
Short-Term Government Bond Fund --
Investor Shares................................................... 796,202.56
Short-Term Government Bond Fund --
Institutional Shares.............................................. 1,388,152.72
Treasury Money Market Fund --
Institutional Shares.............................................. 777,928,732.00
Treasury Money Market Fund --
Investor Shares................................................... 57,616,668.00
Treasury Money Market Fund --
Service Shares.................................................... 1,028,028,368.00
</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 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
35
<PAGE> 39
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 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
PACIFICA PORTFOLIOS -- 5% OWNERSHIP AS OF MAY 15, 1996
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
ARIZONA TAX-EXEMPT Virg & Co Institutional Class; 98.58% 65.36% 65.36%
FUND Attn: MF Dept A88-4 1,495,905.67 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Jennifer Dean Blair Investor Class; 6.65% 2.25% 2.25%
10274 N. Foxhunt Ln. 51,422.97 Shares;
Tucson, AZ 85737 Beneficially Owned
ASSET PRESERVATION Virg & Co Institutional Class; 6.36% 4.38% 0.005%
FUND Attn. MF Dept A88-4 175,505.68 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 72.15% 49.70% 0.060%
Attn: MF Dept. A88-4 1,991,729.33 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
First Interstate Bank TTEE Institutional Class; 16.87% 11.62% 0.014%
ChoiceMaster 465,670.76 Shares;
Attn: Mutual Funds A88-4 Record Holder
P.O. Box 9800
Calabasas, CA 91372
Nassco Sup Ret Institutional Class; 5.74% 3.96% 0.005%
John W. Cardosa 158,526.49 Shares;
Nassco Holding/Company Beneficially Owned
Private P.O. Box 85278
M/S 21-C
San Diego, CA 92186-5278
Jacob Brouwer & Jeanette Investor Class; 13.38% 4.17% 0.005%
Brouwer Co-Tr 166,935.62 Shares;
Brouwer Trust Beneficially Owned
DTD 5/1/77
1508 W. Mission Road
Escondido, CA 92029
California State University Investor Class; 7.40% 2.30% 0.003%
Dominguez Hills Foundation 92,316.85 Shares;
1000 E. Victoria St. Beneficially Owned
ERC C518
Carson, CA 90747
</TABLE>
36
<PAGE> 40
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
BALANCED FUND Hep & Co Institutional Class; 60.85% 43.27% 43.27%
Attn: MF Dept. A88-4 4,332,628.31 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 5.94% 4.22% 4.22%
Attn: MF Dept A88-4 422,872.94 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
First Interstate Bank TTEE Institutional Class; 27.17% 19.32% 19.32%
ChoiceMaster 1,934,634.92 Shares;
Attn: Mutual Funds A88-4 Record Holder
P.O. Box 9800
Calabasas, CA 91372
FI Pacifica Balanced Fund Institutional Class; 5.16% 3.67% 3.67%
c/o Pam Carney 367,512.71 Shares;
707 Wilshire Blvd. Beneficially Owned
MAC# 2818-101
Los Angeles, CA 90017
CALIFORNIA TAX- Hep & Co Institutional Class; 6.29% 4.71% 1.51%
EXEMPT FUND Attn: MF Dept. A88-4 660,771.20 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 84.94% 63.57% 20.43%
Attn: MF Dept A88-4 8,918,575.57 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Peter H. Peckham & Investor Class; 5.65% 1.42% 0.46%
Nancy M. Peckham Tr 199,383.54 Shares;
Peckham Family Trust Beneficially Owned
U/D/T 01/28/93
2914 McCall Street
San Diego, CA 92106
EQUITY VALUE FUND Virg & Co Institutional Class; 6.95% 6.37% 6.37%
Attn: MF Dept A88-4 1,076,614.80 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 37.38% 34.24% 34.24%
Attn: MF Dept. A88-4 5,790,801.04 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 37.71% 34.53% 34.53%
Attn: MF Dept A88-4 5,840,952.45 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
First Interstate Bank TTEE Institutional Class; 13.53% 12.39% 12.39%
ChoiceMaster 2,095,985.41 Shares;
Attn: Mutual Funds A88-4 Record Holder
P.O. Box 9800
Calabasas, CA 91372
FI Subfund A -- Pacifica Institutional Class; 7.07% 6.48% 6.48%
Equity Value Fund 1,095,176.59 Shares;
c/o Pam Carney Beneficially Owned
707 Wilshire Blvd.
MAC# 2818-101
Los Angeles, CA 90017
</TABLE>
37
<PAGE> 41
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
GOVERNMENT INCOME Hep & Co Institutional Class; 19.77% 16.90% 8.21%
FUND Attn: MF Dept. A88-4 1,208,855.93 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 62.54% 53.46% 25.96%
Attn: MF Dept A88-4 3,823,505.52 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
First Interstate Bank TTEE Institutional Class; 13.64% 11.66% 5.66%
ChoiceMaster 833,795.49 Shares;
Attn: Mutual Funds A88-4 Record Holder
P.O. Box 9800
Calabasas, CA 91372
GOVERNMENT MONEY First Interstate Bank 26,079,721.11 Shares; 28.04% 28.04% 28.04%
MARKET FUND Attn: Sally Bourdamis Record Holder
First Interstate Plaza
Investment Operations LL#788
100 W. Washington St.
Phoenix, AZ 85003
First Interstate Bank of 36,976,937.64 Shares; 39.75% 39.75% 39.75%
California Record Holder
Attn: Fund Accounting ACM Desk
26610 W. Agoura Rd.
Calabasas, CA 91302
First Interstate Bank TTEE 16,804,465.15 Shares; 18.07% 18.07% 18.07%
ChoiceMaster Record Holder
Attn: Mutual Funds A88-4
P.O. Box 9800
Calabasas, CA 91372
Barona Band Childrens 9,752,056.89 Shares; 10.48% 10.48% 10.48%
Savings Plan Record Holder
Barona Band of Mission
Islands
Barona Indian Reservation
1095 Barona Road
Lakeside, CA 92040
Lusardi Construction 8,408,234.97 Shares; 9.04% 9.04% 9.04%
Co. Inc. Beneficially Owned
Attn: Lee Froehle
1570 Linda Vista Dr.
San Marcos, CA 92069
GROWTH FUND Virg & Co Institutional Class; 25.61% 24.72% 1.57%
Attn: MF Dept A88-4 228,031.48 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 69.17% 66.76% 4.25%
Attn: MF Dept. A88-4 615,903.19 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Pioneer Newspapers Institutional Class; 6.47% 6.25% 0.40%
c/o Wells Fargo Bank 57,637.04 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
</TABLE>
38
<PAGE> 42
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Donaldson Lufkin Jenrette Investor Class; 7.45% 0.25% 0.02%
Securities Corporation Inc. 2,343.29 Shares;
P.O. Box 2052 Record Holder
Jersey City, NJ 07303
Investors Fiduciary Trust Co Investor Class; 27.81% 0.95% 0.06%
Cust for the IRA of John 8,743.49 Shares;
W. Pryor Record Holder
4625 Studio Lane
Oceanside, CA 92057
INTERMEDIATE BOND Virg & Co Institutional Class; 32.74% 31.02% 31.02%
FUND Attn: MF Dept A88-4 1,163,317.82 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 65.70% 62.26% 62.26%
Attn: MF Dept. A88-4 2,334,684.21 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Macall Oil Salaried Institutional Class; 7.15% 6.79% 6.79%
Pension 254,626.36 Shares;
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Mercedes Benz Credit Institutional Class; 6.40% 6.07% 6.07%
Corp. 227,739.89 Shares;
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Investors Fiduciary Trust Co Investor Class; 9.12% 0.46% 0.46%
Cust For the IRA of John 17,077.73 Shares;
W. Pryor Beneficially Owned
4625 Studio Lane
Oceanside, CA 92057
INTERMEDIATE Virg & Co Institutional Class; 32.36% 8.99% 0.75%
GOVERNMENT FUND Attn: MF Dept A88-4 139,833.79 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 9.76% 2.71% 0.23%
Attn: MF Dept. A88-4 42,153.38 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 16.22% 4.50% 0.37%
Attn: MF Dept A88-4 70,075.22 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
MONEY MARKET FUND First Interstate Bank 31,741,244.60 Shares; 16.79% 16.79% 0.95%
Attn: Sally Bourdamis Record Holder
First Interstate Plaza
Investment Operations LL#788
100 W. Washington St.
Phoenix, AZ 85003
</TABLE>
39
<PAGE> 43
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
First Interstate Bank of 79,166,317.50 Shares; 41.87% 41.87% 2.37%
California Record Holder
Attn: Fund Accounting ACM
Desk
26610 W. Agoura Rd.
Calabasas, CA 91302
First Interstate Bank TTEE 14,402,747.58 Shares; 7.62% 7.62% 0.43%
ChoiceMaster Record Holder
Attn: Mutual Funds A88-4
P.O. Box 9800
Calabasas, CA 91372
MONEY MARKET Virg & Co 901,016,484.87 Shares; 100.00% 100.00% 100.00%
TRUST Attn: MF Dept A88-4 Record Holder
P.O. Box 9800
Calabasas, CA 91372
Short-Term Investment 99,897,113.02 Shares; 11.09% 11.09% 11.09%
Fund Beneficially Owned
c/o Wells Fargo Bank
201 3rd Street
11th Floor
San Francisco, CA 94163
DCIA Fund #2/PACTRUST 92,210,981.61 Shares; 10.23% 10.23% 10.23%
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Short-Term Income Fund 55,636,951.10 Shares; 6.18% 6.18% 6.18%
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Employee Benefit 46,978,171.15 Shares; 5.21% 5.21% 5.21%
Reserve Fund Beneficially Owned
c/o Wells Fargo Bank
201 3rd Street
11th Floor
San Francisco, CA 94163
NATIONAL TAX- Virg & Co Institutional Class; 65.51% 37.45% 37.45%
EXEMPT FUND Attn: MF Dept A88-4 326,365.61 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Firnap & Co Institutional Class; 34.30% 19.61% 19.61%
c/o First Interstate Bank 170,899.04 Shares;
of CA Beneficially Owned
Mutual Fund Dept CA-A88-4
P.O. Box 9800
Calabasas, CA 91372
Stephens Greg Institutional Class; 6.09% 3.48% 3.48%
c/o Wells Fargo Bank 30,333.85 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
Byrne Family Trust #2 Investor Class; 5.87% 2.51% 2.51%
9011 W Little York 21,912.30 Shares;
Houston, TX 77040 Beneficially Owned
</TABLE>
40
<PAGE> 44
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
OREGON TAX-EXEMPT Firnap & Co Institutional Class; 73.62% 14.52% 14.52%
FUND c/o First Interstate Bank 397,891.83 Shares;
of CA Beneficially Owned
Mutual Fund Dept CA-A88-4
P.O. Box 9800
Calabasas, CA 91372
Firnap & Co Institutional Class; 20.54% 4.05% 4.05%
c/o First Interstate Bank 110,998.73 Shares;
of CA Beneficially Owned
Mutual Fund Dept CA-A88-4
P.O. Box 9800
Calabasas, CA 91372
Dim & Co Institutional Class; 5.84% 1.15% 1.15%
Attn: MF Dept A88-4 31,551.70 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Gordon L. Claude Institutional Class; 7.91% 1.56% 1.56%
c/o Wells Fargo Bank 42,774.69 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
Susan Furnish Institutional Class; 6.80% 1.34% 1.34%
Dep Escrow 36,739.82 Shares;
6415 SW Parkhill Way Beneficially Owned
Portland, OR 97201
Flavel W. Temple Institutional Class; 6.39% 1.26% 1.26%
c/o Wells Fargo Bank 34,544.15 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
Wakefield FBO Institutional Class; 5.84% 1.15% 1.15%
Anne McCandless 31,551.70 Shares;
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Douglas and Joyce Garlon Institutional Class; 5.64% 1.11% 1.11%
c/o Wells Fargo Bank 30,506.41 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
PRIME MONEY Virg & Co Institutional Class; 93.87% 30.50% 30.50%
MARKET FUND Attn: MF Dept A88-4 395,533,609.29 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
First Interstate Bank Institutional Class; 5.22% 1.70% 1.70%
of Oregon N A 22,000,000.00 Shares;
Attn: Investment Sweep T-15 Record Holder
1300 S.W. Fifth Avenue
Portland, OR 97201
Cocopah Bingo & Casino Institutional Class; 7.01% 2.28% 2.28%
Cocopah Indian Tribe 29,536,848.22 Shares;
Bingo/Casino Beneficially Owned
Attn: Sherry Cordova
County 15
Avenue G
Somerton, AZ 85350
</TABLE>
41
<PAGE> 45
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Virg & Co Investor Class; 94.16% 21.48% 21.48%
Attn: MF Dept A88-4 278,614,885.48 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Virg & Co Investor Class; 99.10% 44.32% 44.32%
Attn: MF Dept A88-4 574,814,322.95 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Private Banking PAF-MM Service Class; 14.52% 6.49% 6.49%
Corps 84,191,778.17 Shares;
#100000814-01 Beneficially Owned
Attn: A. Katz
16633 Ventura Blvd.
Suite 1400
Encino, CA 91436
SC UFCW JT TR FDS- Service Class; 9.21% 4.12% 4.12%
Benefit Operating 53,401,635.58 Shares;
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
Operating Engineers Service Class; 5.74% 2.57% 2.57%
Health & Welfare 33,287,647.99 Shares;
c/o Wells Fargo Bank Beneficially Owned
201 3rd Street
11th Floor
San Francisco, CA 94163
SHORT-TERM Virg & Co Institutional Class; 6.69% 4.19% 0.71%
CALIFORNIA TAX- Attn: MF Dept A88-4 68,868.65 Shares;
EXEMPT FUND P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co Institutional Class; 14.40% 9.02% 1.52%
Attn: MF Dept. A88-4 148,171.25 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Dim & Co Institutional Class; 78.91% 49.42% 8.32%
Attn: MF Dept A88-4 812,134.09 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Lee S. Monroe Investor Class; 6.71% 2.51% 0.43%
851 San Antonio 41,233.20 Shares;
San Diego, CA 92106 Beneficially Owned
John C. Marshall, Jr. Investor Class; 16.65% 6.22% 1.05%
Louise M. Marshall 102,303.12 Shares;
TEN COM Beneficially Owned
6314 Hartley Drive
La Jolla, CA 92037
William M. Shannon Investor Class; 8.23% 3.08% 0.52%
Arlene D. Shannon TTEES 50,564.89 Shares;
The Shannon Family Trust Beneficially Owned
U/T/D 05-18-87
P.O. Box 1227
Rancho Santa Fe, CA 92067
SHORT-TERM Virg & Co Institutional Class; 66.13% 41.74% 6.23%
GOVERNMENT Attn: MF Dept A88-4 917,782.13 Shares;
BOND FUND P.O. Box 9800 Record Holder
Calabasas, CA 91372
</TABLE>
42
<PAGE> 46
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Hep & Co Institutional Class; 21.74% 13.72% 2.05%
Attn: MF Dept. A88-4 301,715.81 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Southern California Business Investor Class; 7.06% 2.57% 0.38%
Development Corp. 56,478.14 Shares;
Attn: Gilda Kilgoar Beneficially Owned
714 W. Olympic Blvd.
Suite 706
Los Angeles, CA 90015
TREASURY MONEY Virg & Co Institutional Class; 91.89% 35.86% 35.86%
MARKET FUND Attn: MF Dept A88-4 749,978,141.17 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
DCIA Fund Institutional Class; 5.93% 2.32% 2.32%
c/o Wells Fargo Bank 48,435,199.92 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
Lumber Employees & W. Investor Class; 10.54% 0.31% 0.31%
Counc/Columbia Co. 6,545,875.34 Shares;
P.O. Box 1350 Beneficially Owned
Portland, OR 97207
CH2M Hill Pension Investor Class; 7.71% 0.23% 0.23%
TR/Becker 4,785,242.82 Shares;
Institutional Beneficially Owned
Shareholder Services at
VAS/279/Becker
7200 Wisconsin Ave.
Suite 1001
Bethesda, MD 20814
Nick Bunick Investor Class; 5.27% 0.16% 0.16%
c/o Wells Fargo Bank 3,271,282.65 Shares;
201 3rd Street Beneficially Owned
11th Floor
San Francisco, CA 94163
Virg & Co Investor Class; 89.55% 2.66% 2.66%
Attn: MF Dept A88-4 55,623,936.25 Shares;
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Virg & Co Investor Class; 99.16% 57.52% 57.52%
Attn: MF Dept A88-4 1,202,807,089.44
P.O. Box 9800 Shares;
Calabasas, CA 91372 Record Holder
Spears Manufacturing Service Class; 8.14% 0.24% 0.24%
Company 5,051,733.03 Shares;
P.O. Box 9203 Record Holder
Sylmar, CA 91392
Access Services Incorporated Service Class; 10.15% 0.30% 0.30%
P.O. Box 71684 6,299,590.78 Shares;
Los Angeles, CA 90071 Record Holder
San Fernando Community Service Class; 5.69% 0.17% 0.17%
Hospital 3,531,226.35 Shares;
14580 Roscoe Blvd. Record Holder
Panorama City, CA 91402
</TABLE>
43
<PAGE> 47
<TABLE>
<CAPTION>
CLASS; AMOUNT OF PERCENTAGE PERCENTAGE PERCENTAGE
PACIFICA NAME AND SHARES OWNED; OF OF OF PORTFOLIO
PORTFOLIO ADDRESS TYPE OF OWNERSHIP CLASS PORTFOLIO POST-CLOSING
- -------------------------- ------------------------------- -------------------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Novalogic Inc. Service Class; 5.68% 0.17% 0.17%
26010 Mureau Road 3,529,277.78 Shares;
Suite #200 Record Holder
Calabasas, CA 91302
</TABLE>
For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a company
is presumed to "control" such company. Accordingly, to the extent that a
shareholder identified in the foregoing table is identified as the beneficial
holder of more than 25% of a class, or is identified as the holder of record of
more than 25% of a class and has voting and/or investment powers, it may be
presumed to control such class.
As of the close of business on May 15, 1996, there were no persons known to
Stagecoach to be owners of 5% or more of the outstanding shares of any class of
any Existing Stagecoach Fund.
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 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.
44
<PAGE> 48
ADDITIONAL INFORMATION ABOUT STAGECOACH
Additional information about the Existing Stagecoach Funds is included in
Prospectuses and Statements of Additional Information dated April 1, 1996 (for
Money Market Mutual Fund), April 29, 1996 (for Growth and Income Fund), and May
1, 1996 (for California Tax-Free Bond Fund, California Tax-Free Income Fund,
Ginnie Mae Fund and Short-Intermediate U.S. Government Income Fund), 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.
One of the Directors of Stagecoach who is an interested person of
Stagecoach (as defined in the 1940 Act) has resigned her position as Director
effective upon consummation of the Reorganization. The remaining Directors of
Stagecoach have voted to add, as a non-interested Director replacing the
resigning Director, one of the individuals currently serving as a non-interested
Trustee of Pacifica.
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.
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 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.
45
<PAGE> 49
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 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 liabilities, including the statements of
investments, of the former portfolios of Westcore Trust (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 Funds Trust 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.
46
<PAGE> 50
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.
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.
I-1
<PAGE> 51
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.
(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
I-2
<PAGE> 52
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). 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 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
I-3
<PAGE> 53
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
By: /s/ JOAN V. FIORE
----------------------------
Title: Vice President & Secretary
ACCEPTED:
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
By: /s/ E.S. CLAUNCH
--------------------------------------
Title: President
I-4
<PAGE> 54
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.
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'
I-5
<PAGE> 55
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
I-6
<PAGE> 56
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.
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'
I-7
<PAGE> 57
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
I-8
<PAGE> 58
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.
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'
I-9
<PAGE> 59
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
I-10
<PAGE> 60
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.
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'
I-11
<PAGE> 61
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
I-12
<PAGE> 62
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.
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).
I-13
<PAGE> 63
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
I-14
<PAGE> 64
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.
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).
I-15
<PAGE> 65
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
I-16
<PAGE> 66
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.
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
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<PAGE> 67
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
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<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 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.
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'
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<PAGE> 69
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
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<PAGE> 70
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.
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
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<PAGE> 71
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;
(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 purchase and sales orders for
portfolio
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<PAGE> 72
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.
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<PAGE> 73
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>
REIMBURSEMENT
FUND 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:
<TABLE>
<CAPTION>
FUND FEE RATE
--------------------------------------------------------- -------------------------------
<S> <C>
Money Market Trust....................................... 0.30% of first $500 million
of average daily net assets,
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
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<PAGE> 74
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.
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.
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.
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<PAGE> 75
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.
<TABLE>
<S> <C>
PACIFICA FUNDS TRUST
Attest: By: /s/ JOAN V. FIORE
- -------------------------------------------- ---------------------------------------------
[SEAL] Name: Joan V. Fiore
Title: Vice President & Secretary
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
Attest: By: /s/ E. S. CLAUNCH
- -------------------------------------------- ---------------------------------------------
[SEAL] Name: Edward S. Claunch
Title: President
</TABLE>
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<PAGE> 76
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.
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),
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<PAGE> 77
(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.
(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;
(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
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<PAGE> 78
(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.
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,
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<PAGE> 79
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.
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.)
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
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<PAGE> 80
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.
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
I-31
<PAGE> 81
APPENDIX II
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTORS OF WELLS FARGO
INVESTMENT MANAGEMENT, INC.
The following table sets forth the name, position, principal occupation and
address of the principal executive officer and each director of WFIM. Neither
the principal executive officer nor any of the directors of WFIM nor any of its
affiliates hold positions with Stagecoach.
<TABLE>
<CAPTION>
NAME AND POSITION
AT WFIM PRINCIPAL OCCUPATION(S) AND ADDRESS(ES)
------------------------------------------- -------------------------------------------
<S> <C>
Michael Niedermeyer, Director.............. Executive Vice-President
Wells Fargo Bank, N.A.
444 Market Street, 17th Floor
San Francisco, CA 94163
Guy Rounsaville, Director and Secretary.... Executive Vice-President and Chief Counsel
Wells Fargo Bank, N.A.
420 Montgomery Street
12th Floor
San Francisco, CA 94163
Clyde Ostler, Director..................... Vice Chairman
Wells Fargo Bank, N.A.
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>
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<PAGE> 82
APPENDIX III
AGREEMENT AND PLAN OF
REORGANIZATION
BY AND BETWEEN
STAGECOACH FUNDS, INC.
AND
PACIFICA FUNDS TRUST
DATED: AS OF MAY 31, 1996
III-1
<PAGE> 83
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
- ---------------------------------------------------------------------------------------- ----
<C> <S> <C>
1. Conveyance of Assets of Pacifica Portfolios...................................... 1
2. Liquidation of Pacifica Portfolios............................................... 4
3. Valuation Time................................................................... 4
4. Certain Representations, Warranties and Agreements of Pacifica................... 4
5. Certain Representations, Warranties and Agreements of Stagecoach................. 7
6. Shareholder Action............................................................... 9
7. Regulatory Filings............................................................... 9
8. Effective Time of the Reorganization............................................. 9
9. Stagecoach Conditions............................................................ 9
10. Pacifica Conditions.............................................................. 13
11. Further Assurances............................................................... 14
12. Survival of Representations and Warranties....................................... 15
13. Termination of Agreement......................................................... 15
14. Amendment and Waiver............................................................. 15
15. Governing Law.................................................................... 15
16. Successors and Assigns........................................................... 15
17. Beneficiaries.................................................................... 15
18. Brokerage Fees and Expenses...................................................... 15
19. Pacifica Liability............................................................... 15
20. Notices.......................................................................... 16
21. Expenses......................................................................... 16
22. Announcements.................................................................... 17
23. Entire Agreement................................................................. 17
24. Counterparts..................................................................... 17
</TABLE>
III-2
<PAGE> 84
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 31st 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;
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.
III-3
<PAGE> 85
(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 that arises
as a result of any breach of any of the representations, warranties and
agreements of Pacifica to Stagecoach set forth in Section 4 hereof that is
known or reasonably should be known by Pacifica and is not disclosed to, or
otherwise actually known by, Stagecoach at or prior to the Effective Time
of the Reorganization (as defined below); provided that this sentence shall
not relieve Stagecoach of its duty to indemnify Pacifica's trustees and
officers to the extent provided in Subsection 1(a).
(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>
CORRESPONDING
PACIFICA PORTFOLIO STAGECOACH FUND
-------------------------------------------- --------------------------------------
<S> <C>
Arizona Tax-Exempt Fund Arizona Tax-Free Fund*
Asset Preservation Fund Money Market Mutual Fund
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
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
III-4
<PAGE> 86
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:
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
---------------------------------------------------- ----------------------------------------------------
<S> <C>
Arizona Tax-Exempt Fund -- Institutional Shares Arizona Tax-Free Fund -- Institutional Class Shares
Arizona Tax-Exempt Fund -- Investor Shares Arizona Tax-Free Fund -- Class A Shares
Asset Preservation Fund -- Institutional Shares Money Market Mutual Fund -- Institutional Class
Shares
Asset Preservation Fund -- Investor Shares Money Market Mutual Fund -- Class A Shares
Balanced Fund -- Institutional Shares Balanced Fund -- Institutional Class Shares
Balanced Fund -- Investor Shares Balanced Fund -- 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 -- Institutional Shares California Tax-Free Bond Fund -- Institutional Class
Shares
California Tax-Exempt Fund -- Investor Shares California Tax-Free Bond Fund -- Class A Shares
Equity Value Fund -- Institutional Shares Equity Value Fund -- Institutional Class Shares
Equity Value Fund -- Investor Shares Equity Value Fund -- Class A Shares
Government Income Fund -- Institutional Shares Short-Intermediate U.S. Government Income Fund --
Institutional Class Shares
Government Income Fund -- Investor Shares Short-Intermediate U.S. Government Income Fund --
Class A Shares
Government Money Market Fund Government Money Market Mutual Fund
Class A Shares
Growth Fund -- Institutional Shares Growth and Income Fund -- Institutional Class Shares
</TABLE>
III-5
<PAGE> 87
<TABLE>
<CAPTION>
PACIFICA CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
---------------------------------------------------- ----------------------------------------------------
<S> <C>
Growth Fund -- Investor Shares Growth and Income Fund -- Class A Shares
Intermediate Bond Fund -- Institutional Shares Intermediate Bond Fund -- Institutional Class Shares
Intermediate Bond Fund -- Investor Shares Intermediate Bond Fund -- Class A Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund -- Institutional Class Shares
Institutional Shares
Intermediate Government Bond Fund -- Ginnie Mae Fund -- Class A Shares
Investor Shares
Money Market Fund Money Market Mutual Fund -- Class A Shares
Money Market Trust Money Market Trust
National Tax-Exempt Fund -- Institutional Shares National Tax-Free Fund -- Institutional Class Shares
National Tax-Exempt Fund -- Investor Shares National Tax-Free Fund -- Class A Shares
Oregon Tax-Exempt Fund -- Institutional Shares Oregon Tax-Free Fund -- Institutional Class Shares
Oregon Tax-Exempt Fund -- Investor Shares Oregon Tax-Free Fund -- Class A Shares
Prime Money Market Fund -- Institutional Shares Prime Money Market Mutual Fund --
Institutional Class Shares
Prime Money Market Fund -- Service Shares Prime Money Market Mutual Fund --
Service Class Shares
Prime Money Market Fund -- Investor Shares Prime Money Market Mutual Fund -- Class A Shares
Short-Term Government Bond Fund -- Investor Shares Short-Intermediate U.S. Government Income Fund
Class A Shares
Short-Term Government Bond Fund -- Short-Intermediate U.S. Government Income
Institutional Shares Fund -- Institutional Class Shares
Treasury Money Market Fund -- Institutional Shares Treasury Money Market Mutual Fund --
Institutional Class Shares
Treasury Money Market Fund -- Service Shares Treasury Money Market Mutual Fund --
Service Class Shares
Treasury Money Market Fund -- Investor Shares Treasury Money Market Mutual Fund --
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 September 6, 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,
III-6
<PAGE> 88
warranties and agreements being made on behalf of each Pacifica Portfolio on a
several (and not joint, or joint and several) basis:
(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 (copies of which have previously been furnished to
Stagecoach) and the unaudited financial statements for its six-month period
ended March 31, 1996 (copies of which will be promptly furnished to
Stagecoach when available), present (or will present in the case of said
unaudited financial statements) 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
subject to year-end adjustments. To the best of Pacifica's knowledge, there
are no liabilities of a material amount of any Pacifica Portfolio, whether
accrued, absolute, contingent or otherwise existing, other than: (i) as of
March 31, 1996, liabilities disclosed or provided for in the unaudited
financial statements for the period ended March 31, 1996 and liabilities
incurred in the ordinary course of business or in connection with the
Reorganization subsequent to March 31, 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 or in connection with the Reorganization
subsequent to the Valuation Time.
(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
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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, 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 and
except for any custodian liens or transfer tax liens arising in connection
with the transfer of Fund Assets pursuant to this Agreement).
(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 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, except that it
shall take all action necessary to terminate all agreements, and all
written arrangements and understandings, between Furman Selz LLC ("Furman")
(or any affiliate of Furman) and any of the Pacifica Portfolios, effective
before or at the Effective Time of Reorganization,
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and except that Pacifica's officers may take all appropriate action
necessary in order for Stagecoach to receive the opinion provided for in
Subsection 9(h). There are no unwritten arrangements or understandings,
between Furman (or any affiliate of Furman) and any of the Pacifica
Portfolios. 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 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 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.
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<PAGE> 91
(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, 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.
(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.
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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.
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.
(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.
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<PAGE> 93
(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 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 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
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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; 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 Subsection 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) 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 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 on the day following 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 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
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<PAGE> 95
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 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, between 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 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 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.
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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) 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.
(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 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.
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(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, between Furman (or any affiliate of Furman) and any of the
Pacifica Portfolios shall have terminated before or at the Effective Time
of the Reorganization.
(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 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
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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 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; (iii) that no
trustee, officer, employee or agent of the trust shall be liable to the trust,
its shareholders, or to any shareholder, trustee, officer, employee, or agent
thereof for any action or failure to act except for his own bad faith, willful
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misfeasance, gross negligence or reckless disregard of the duties involved in
the conduct of his office; and (iv) that every obligation, contract, instrument,
certificate, share, other security of the trust or undertaking, and every other
act or thing whatsoever executed in connection with the trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as trustees, officers, employees or agents of the trust,
and that the obligations of the trust are not binding upon any of the trustees
or shareholders individually, but bind only the estate of the trust.
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
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.
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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.
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.
<TABLE>
<S> <C>
ATTEST: PACIFICA FUNDS TRUST
/s/ By: /s/
- -------------------------------------------- --------------------------------------------
Joan V. Fiore Michael C. Petrycki
Secretary President
ATTEST: STAGECOACH FUNDS, INC.
/s/ By: /s/
- -------------------------------------------- --------------------------------------------
Michael W. Nolte Richard H. Blank, Jr.
Assistant Secretary Chief Operating Officer,
Secretary and Treasurer
</TABLE>
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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 six 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 and statements of additional
information for the Existing Stagecoach Funds and the corresponding Pacifica
Portfolios 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.
The 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) purchases 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
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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 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 rates, provided that
not more than 5% of the Fund's net assets are committed to such transactions.
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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.
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.
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The practice of investing in other investment companies will result in
duplication of certain fees and expenses to Pacifica shareholders should
Stagecoach's investment adviser terminate its waiver of advisory fees currently
in effect for that portion of each Stagecoach Fund's assets so invested.
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
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.
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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 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.
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.
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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 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 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.
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 Pacifica Funds may also invest in certain
derivative securities, forward commitments, when-issued purchases, delayed
delivery transactions, options and interest rate futures contracts. The Pacifica
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 Pacifica 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.
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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 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 -- GOVERNMENT BOND FUNDS
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
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borrowing and in amounts not in excess of the lesser of the dollar amounts
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 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
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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.
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.
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As a matter of nonfundamental policy: 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.
The practice of investing in other investment companies will result in
duplication of certain fees and expenses to Pacifica shareholders should
Stagecoach's investment adviser terminate its waiver of advisory fees currently
in effect for that portion of each Stagecoach Fund's assets so invested.
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.
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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 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 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.
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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.
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.
C. 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.
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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
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
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personal income taxes. In 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.
Unlike the Pacifica California Short-Term Tax-Exempt Fund, the Stagecoach
California Tax-Free Income Fund may invest in municipal obligations of
non-California issuers as part of satisfying its policy of investing at least
65% of the Fund's assets in instruments that are free from California state
income tax, the consequence of which is that the investments of the Stagecoach
California Tax-Free Income Fund may be more diverse than those of the Pacifica
California Tax-Exempt Fund, and, as a result, may be subject to less risk from
concentration.
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.
D. 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).
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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 Prospectuses or SAIs; 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
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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.
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.
The practice of investing in other investment companies will result in
duplication of certain fees and expenses to Pacifica shareholders should
Stagecoach's investment adviser terminate its waiver of advisory fees currently
in effect for that portion of each Stagecoach Fund's assets so invested.
8. Diversification
a. As a matter of nonfundamental policy: Stagecoach California Tax-Free
Bond Fund and Stagecoach California Tax-Free Income Fund will diversify their
holdings so that, at the end of each quarter of the taxable year: (i) at least
50% of the market value 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
each Fund's 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.
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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 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.
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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.
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.
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.
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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 Stagecoach 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 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 such
securities.
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
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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.
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.
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).
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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 its
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 the 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.
The practice of investing in other investment companies will result in
duplication of certain fees and expenses to Pacifica shareholders should
Stagecoach's investment adviser terminate its waiver of advisory fees currently
in effect for that portion of each Stagecoach Fund's assets so invested.
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 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
IV-22
<PAGE> 123
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.
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 with its investment objective, purchase
publicly traded securities of companies engaging in whole or in part in such
activities.
IV-23
<PAGE> 124
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.
PACIFICA MONEY MARKET FUND
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
proceeds)......................................... None None None
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.
V-1
<PAGE> 125
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 MONEY MARKET
MARKET FUND MUTUAL FUND PRO FORMA
--------------- ------------ ---------
<S> <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 funds will bear directly or
indirectly.
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
proceeds)........................................ None None None
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
V-2
<PAGE> 126
"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
------------------ ----------- ---------
<S> <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 funds will bear directly or
indirectly.
PACIFICA ASSET PRESERVATION FUND--INVESTOR SHARES
PACIFICA MONEY MARKET FUND
STAGECOACH MONEY MARKET MUTUAL FUND--CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA
ASSET PACIFICA STAGECOACH
PRESERVATION MONEY MARKET MONEY MARKET
FUND FUND MUTUAL 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 proceeds)........................ None None None None
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>
V-3
<PAGE> 127
- ---------------
* 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
ASSET PACIFICA STAGECOACH
PRESERVATION MONEY MARKET MONEY MARKET
FUND FUND MUTUAL FUND PRO FORMA
------------ ------------ ------------ ---------
<S> <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 funds will bear directly or
indirectly.
V-4
<PAGE> 128
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
proceeds)............................................. None+ None None
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>
STAGECOACH
PACIFICA SHORT-
SHORT-TERM INTERMEDIATE
GOVERNMENT U.S.
BOND GOVERNMENT
FUND INCOME FUND PRO FORMA
----------- ------------ ---------
<S> <C> <C> <C>
1 year............................................. $ 37 $ 37 $ 37
3 years............................................ 53 52 52
5 years............................................ 70 68 68
10 years........................................... 119 116 116
</TABLE>
V-5
<PAGE> 129
- ---------------
* 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 funds will bear directly or
indirectly.
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
proceeds)........................................ None+ None None
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.
V-6
<PAGE> 130
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 U.S. GOVERNMENT
INCOME FUND INCOME FUND PRO FORMA
----------- ------------------ ---------
<S> <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 funds will bear directly or
indirectly.
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
PACIFICA PACIFICA SHORT-
GOVERNMENT SHORT-TERM INTERMEDIATE
INCOME GOVERNMENT U.S. 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 proceeds)....................... None+ None+ None None
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.
V-7
<PAGE> 131
** 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 PACIFICA INTERMEDIATE
GOVERNMENT SHORT-TERM U.S.
INCOME GOVERNMENT GOVERNMENT
FUND BOND FUND INCOME FUND PRO FORMA
---------- ----------- --------------- ---------
<S> <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 funds will bear directly or
indirectly.
V-8
<PAGE> 132
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
proceeds)........................................... None+ None None
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
------------ ---------- ---------
<S> <C> <C> <C>
1 year........................................... $ 54 $ 53 $ 53
3 years.......................................... 74 70 70
5 years.......................................... 95 88 88
10 years......................................... 156 142 142
</TABLE>
V-9
<PAGE> 133
- ---------------
* 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 funds will bear directly or
indirectly.
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 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)*.................. 0.40% 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.
V-10
<PAGE> 134
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........................................................ $ 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 funds will bear directly or
indirectly.
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
proceeds).............................................. None+ None None
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.
V-11
<PAGE> 135
*** 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
---------- --------- ---------
<S> <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 funds will bear directly or
indirectly.
PACIFICA CALIFORNIA SHORT-TERM TAX-EXEMPT FUND -- INVESTOR SHARES
STAGECOACH CALIFORNIA TAX-FREE INCOME FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA
CALIFORNIA STAGECOACH
SHORT-TERM CALIFORNIA
TAX-EXEMPT TAX-FREE
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
proceeds)............................................. None None None
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>
V-12
<PAGE> 136
- ---------------
* 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
CALIFORNIA STAGECOACH
SHORT-TERM CALIFORNIA
TAX-EXEMPT TAX-FREE
FUND INCOME FUND PRO FORMA
---------- ----------- ---------
<S> <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 funds will bear directly or
indirectly.
V-13
<PAGE> 137
PACIFICA GROWTH FUND -- INVESTOR SHARES
STAGECOACH GROWTH AND INCOME FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
GROWTH GROWTH AND
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
proceeds)................................................ None+ None None
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>
PACIFICA STAGECOACH
GROWTH GROWTH AND
FUND INCOME FUND PRO FORMA
-------- ----------- ---------
<S> <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 REPRE-
V-14
<PAGE> 138
SENTATION 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 funds will bear directly or
indirectly.
PACIFICA PRIME MONEY MARKET FUND -- INVESTOR SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA PRIME MONEY
PRIME 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 proceeds)..... None None
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 STAGECOACH
PRIME PRIME MONEY
MONEY MARKET MARKET MUTUAL
FUND FUND**
------------ -------------
<S> <C> <C>
1 year.................................................. $ 6 $ 6
3 years................................................. 18 18
5 years................................................. 31 31
10 years................................................. 69 69
</TABLE>
V-15
<PAGE> 139
- ---------------
* 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 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 funds will bear directly or
indirectly.
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 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)*............................... 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 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.
** 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.
V-16
<PAGE> 140
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**
-------------- -------------
<S> <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 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 funds will bear directly or
indirectly.
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
proceeds).................................................. None None
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
V-17
<PAGE> 141
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**
------------ -------------
<S> <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 funds will bear directly or
indirectly.
V-18
<PAGE> 142
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
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% 0.15%
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 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 ARIZONA
ARIZONA TAX-FREE
TAX-EXEMPT FUND FUND**
--------------- --------------
<S> <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%
V-19
<PAGE> 143
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 funds will bear directly or
indirectly.
PACIFICA OREGON TAX-EXEMPT FUND -- INVESTOR SHARES
STAGECOACH OREGON TAX-FREE FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
OREGON OREGON
TAX-EXEMPT TAX-FREE
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 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)*................. 0.30% 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>
- ---------------
<TABLE>
<C> <S>
# 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 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.
</TABLE>
V-20
<PAGE> 144
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 TAX-FREE
FUND FUND**
---------- ----------
<S> <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 funds will bear directly or
indirectly.
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
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%
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
V-21
<PAGE> 145
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 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
NATIONAL NATIONAL TAX-
TAX-EXEMPT FUND FREE FUND**
--------------- -------------
<S> <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 funds will bear directly or
indirectly.
V-22
<PAGE> 146
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 proceeds)....... None+ None
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 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
EQUITY VALUE EQUITY VALUE
FUND FUND**
------------ ------------
<S> <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.
V-23
<PAGE> 147
** 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 funds will bear directly or
indirectly.
PACIFICA BALANCED FUND -- INVESTOR SHARES
STAGECOACH BALANCED FUND -- CLASS A SHARES
<TABLE>
<CAPTION>
PACIFICA STAGECOACH
BALANCED FUND BALANCED 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
proceeds).................................................. None+ None
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 (after waivers or reimbursements)**............ 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 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.
V-24
<PAGE> 148
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 FUND BALANCED FUND**
------------- ---------------
<S> <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 funds will bear directly or
indirectly.
PACIFICA MONEY MARKET TRUST
STAGECOACH MONEY MARKET TRUST
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA MONEY MONEY MARKET
MARKET TRUST 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>
- ---------------
<TABLE>
<C> <S>
# 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 0.25%, respectively.
** Total Fund Operating Expenses (before waivers or reimbursements) would be 0.50% and
0.50%, respectively.
</TABLE>
V-25
<PAGE> 149
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
TRUST TRUST**
-------- ----------
<S> <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 funds will bear directly or
indirectly.
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 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)*.............. 0.30% 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>
- ---------------
<TABLE>
<C> <S>
# 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.
</TABLE>
V-26
<PAGE> 150
<TABLE>
<C> <S>
*** Total Fund Operating Expenses (before waivers or reimbursements) would be 0.80% and
0.78%, respectively.
</TABLE>
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**
-------------- -------------
<S> <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 funds will bear directly or
indirectly.
PACIFICA SHORT-TERM GOVERNMENT BOND FUND -- INSTITUTIONAL SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND --
INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
STAGECOACH
PACIFICA SHORT-
SHORT-TERM INTERMEDIATE
GOVERNMENT U.S. GOVERNMENT
BOND 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 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)*.............. 0.15% 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>
V-27
<PAGE> 151
- ---------------
<TABLE>
<C> <S>
# 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.
</TABLE>
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
SHORT-TERM STAGECOACH
GOVERNMENT SHORT-INTERMEDIATE
BOND U.S. GOVERNMENT
FUND INCOME FUND**
---------- ------------------
<S> <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 funds will bear directly or
indirectly.
V-28
<PAGE> 152
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
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)*............ 0.50% 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.
V-29
<PAGE> 153
The purpose of the table is to assist an investor in understanding the
various costs and expenses that an investor in the funds will bear directly or
indirectly.
PACIFICA GOVERNMENT INCOME FUND -- INSTITUTIONAL SHARES
PACIFICA SHORT-TERM GOVERNMENT BOND FUND -- INSTITUTIONAL SHARES
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME
FUND -- INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
STAGECOACH
SHORT-
PACIFICA PACIFICA INTERMEDIATE
GOVERNMENT SHORT-TERM U.S.
INCOME GOVERNMENT GOVERNMENT
FUND BOND FUND INCOME FUND#
---------- ----------- ------------
<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
proceeds)............................................ None None None
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% 0.15% 0.27%
Other Expenses (after waivers or reimbursements)**...... 0.40% 0.50% 0.38%
----- ----- -----
TOTAL FUND OPERATING EXPENSES:
(after waivers or reimbursements)***.................... 0.90% 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%, 0.50% and
0.50%, respectively.
** Other Expenses (before waivers or reimbursements) would be 0.41%, 0.53% and
0.86%, respectively.
*** Total Fund Operating Expenses (before waivers or reimbursements) would be
0.91%, 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>
STAGECOACH
SHORT-
PACIFICA INTERMEDIATE
PACIFICA SHORT-TERM U.S.
GOVERNMENT GOVERNMENT GOVERNMENT
INCOME FUND BOND FUND INCOME FUND**
----------- ----------- -------------
<S> <C> <C> <C>
1 year......................................... $ 9 $ 7 $ 7
3 years........................................ 29 21 21
5 years........................................ 50 36 37
10 years....................................... 111 81 82
</TABLE>
V-30
<PAGE> 154
- ---------------
* 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 funds will bear directly or
indirectly.
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 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)*............. 0.20% 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>
V-31
<PAGE> 155
- ---------------
* 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 funds will bear directly or
indirectly.
PACIFICA INTERMEDIATE BOND FUND -- INSTITUTIONAL SHARES
STAGECOACH INTERMEDIATE BOND FUND -- INSTITUTIONAL CLASS 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)................................................. 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)*................. 0.40% 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>
- ---------------
<TABLE>
<C> <S>
# 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.
</TABLE>
V-32
<PAGE> 156
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 funds will bear directly or
indirectly.
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
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)*......... 0.05% 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.
V-33
<PAGE> 157
*** 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 funds will bear directly or
indirectly.
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
proceeds).................................................. None None
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 or reimbursements)*............. 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.
V-34
<PAGE> 158
** 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 funds will bear directly or
indirectly.
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
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)*......... 0.08% 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.
V-35
<PAGE> 159
*** 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 funds will bear directly or
indirectly.
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
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 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
V-36
<PAGE> 160
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 0.33% and 0.33%,
respectively.
*** 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 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 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 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 funds will bear directly or
indirectly.
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
V-37
<PAGE> 161
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 0.32% and 0.32%,
respectively.
*** 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
PACIFICA TREASURY TREASURY MONEY
MONEY MARKET FUND MARKET 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 REPRE SENTATION 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 purpose of the table is to assist an investor in understanding the
various costs and expenses that an investor in the funds will bear directly or
indirectly.
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
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 (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.
V-38
<PAGE> 162
*** 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 STAGECOACH ARIZONA
ARIZONA TAX-FREE
TAX-EXEMPT FUND 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 funds will bear directly or
indirectly.
PACIFICA OREGON TAX-EXEMPT FUND -- INSTITUTIONAL SHARES
STAGECOACH OREGON TAX-FREE FUND -- INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
PACIFICA OREGON STAGECOACH OREGON
TAX-EXEMPT TAX-FREE
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
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)*.......... 0.30% 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.
V-39
<PAGE> 163
*** 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>
PACIFICA OREGON STAGECOACH OREGON
TAX-EXEMPT TAX-FREE
FUND FUND**
--------------- -----------------
<S> <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 funds will bear directly or
indirectly.
PACIFICA NATIONAL TAX-EXEMPT FUND -- INSTITUTIONAL SHARES
STAGECOACH NATIONAL TAX-FREE FUND -- INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA
NATIONAL STAGECOACH NATIONAL
TAX-EXEMPT FUND TAX-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
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 (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.
V-40
<PAGE> 164
*** 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
NATIONAL STAGECOACH NATIONAL
TAX-EXEMPT FUND TAX-FREE FUND**
--------------- -------------------
<S> <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 funds will bear directly or
indirectly.
PACIFICA EQUITY VALUE FUND -- INSTITUTIONAL SHARES
STAGECOACH EQUITY VALUE FUND -- INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
PACIFICA EQUITY STAGECOACH 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
proceeds)................................................ None None
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.
V-41
<PAGE> 165
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 EQUITY STAGECOACH EQUITY
VALUE VALUE
FUND FUND**
--------------- -----------------
<S> <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 funds will bear directly or
indirectly.
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
proceeds)............................................... None None
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.
V-42
<PAGE> 166
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**
------------- -------------------
<S> <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 funds will bear directly or
indirectly.
PACIFICA PRIME MONEY MARKET FUND -- SERVICE SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND -- SERVICE 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
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)**........... 0.33% 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 Mutual 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.
V-43
<PAGE> 167
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**
-------------- ----------------
<S> <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 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 funds will bear directly or
indirectly.
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 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
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)**... 0.34% 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, 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.
V-44
<PAGE> 168
** 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**
----------------- --------------------
<S> <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 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 funds will bear directly or
indirectly.
V-45
<PAGE> 169
APPENDIX VI
COMPARISON OF
INTERIM WFIM AGREEMENTS AND
STAGECOACH FUNDS' ADVISORY CONTRACTS
This Appendix summarizes and compares certain significant provisions of the
three forms of Interim WFIM Agreements against corresponding provisions in the
Stagecoach Funds' Advisory Contracts that will be in place for the Funds as of
the Closing.
1. APPOINTMENT; SERVICES TO BE PROVIDED
A. STAGECOACH FUNDS' ADVISORY CONTRACT:
- - 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. INTERIM 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):
- - WFIM, subject to the 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, all
applicable rules and regulations of the Securities and Exchange Commission and
all other applicable laws. 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; determining
what securities and other instruments will be purchased, retained or sold by
each Portfolio; maintaining books and records with respect to each Portfolio's
securities transactions; and rendering to Pacifica's Board of Trustees such
reports and statistical data as the Board may request.
C. INTERIM WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME
MONEY MARKET FUND):
- - The Interim 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. INTERIM 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):
- - 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
accordance 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.
VI-1
<PAGE> 170
2. HIRING OF SUB-ADVISERS; OTHER METHODS OF PROVIDING SERVICES
A. STAGECOACH FUNDS' ADVISORY CONTRACT:
- - WFB may engage a sub-adviser to provide sub-advisory services pursuant to a
separate sub-advisory contract.
- - 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. INTERIM 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):
- - WFIM, at its own expense, may retain a sub-adviser to perform the services
required under the Agreement, provided that WFIM remains as fully responsible
for the acts and omissions of any such sub-advisers as it is for its own acts
and omissions.
- - 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. INTERIM WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME
MONEY MARKET FUND):
- - 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. INTERIM 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):
- - 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:
- - 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. INTERIM 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):
- - WFIM will not be liable for any error of judgment or mistake of law or for any
loss suffered by the Portfolios 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 a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of WFIM in the
performance of its duties or from reckless disregard by it of its obligations
and duties under the Agreement.
VI-2
<PAGE> 171
C. INTERIM WFIM AGREEMENT (PACIFICA TREASURY MONEY MARKET FUND AND PRIME
MONEY MARKET FUND):
- - WFIM (and any sub-adviser) will not be liable for any mistake of law or error
of judgment or in any other event whatsoever, provided that nothing in the
Agreement shall be deemed to protect or purport to protect WFIM (or any
sub-adviser) against any liability to the Portfolios or to their security
holders to which WFIM (or any 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 or by reason of WFIM's (or any
sub-adviser's) reckless disregard of its obligations and duties under the
Agreement.
D. INTERIM 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):
- - WFIM will not be liable for any mistake in judgment or in any other event
whatsoever, provided that nothing in the Agreement shall be deemed to protect
or purport to protect 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 its reckless disregard of its obligations and duties
thereunder.
VI-3
<PAGE> 172
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, Pacifica 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:
<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.
VII-1
<PAGE> 173
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.
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 WFIM 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 Stagecoach 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
VII-2
<PAGE> 174
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>
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
or 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 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
VII-3
<PAGE> 175
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
Investment................ retirement accounts, and retirement accounts)
$100 for Autosaver Plan)
Minimum Subsequent
Investments............... $100 $50
Automatic Investment Plan... Yes. Monthly basis/ Yes. Monthly basis/
$100 minimum per transaction $50 minimum per transaction
Purchase Methods............ Through a Shareholder Through an Authorized
Servicing Agent, Selling Broker, an Investment
Agent, or a WF&C bank; by Adviser or Service
Wire; by Mail; by AutoSaver Organization; by Wire; by
Plan Automatic Investment Program
</TABLE>
- ---------------
* The Minimum Initial Investment for the Stagecoach Money Market Mutual Fund is
$2,500.
C. REDEMPTION PROCEDURES
<TABLE>
<CAPTION>
STAGECOACH FUNDS PACIFICA PORTFOLIOS
---------------------------- ----------------------------
<S> <C> <C>
Through a Selling Agent or
Authorized Broker or
Shareholder Servicing
Agent or Service Yes Yes
Organization..............
By Mail..................... Yes Yes
By Telephone................ Yes Yes*
By Wire..................... Yes Yes*
Check Writing Feature....... No Yes* (except Pacifica Equity
Fund, Pacifica Balanced Fund
and Pacifica Growth Fund)
Expedited Redemptions....... Yes Yes**
Systematic Withdrawal Yes (monthly basis, $10,000 Yes (monthly, quarterly,
Plan...................... account minimum and $100 semi- annual or annual basis
minimum per transaction) $10,000 account minimum and
$100 minimum per
transaction)
</TABLE>
- ---------------
* Not available for IRAs and trust clients of an affiliate of WF&C.
** Once Investor shares are redeemed, a Fund will ordinarily send proceeds to
the shareholder on the next Business Day.
VII-4
<PAGE> 176
Due to the high cost of maintaining Fund accounts with small balances,
Stagecoach Funds reserve the right to close a shareholder's account and send 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
has been reduced by the shareholder to $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.
D. ADDITIONAL SHAREHOLDER SERVICES
<TABLE>
<CAPTION>
STAGECOACH FUNDS PACIFICA PORTFOLIOS
---------------------------- ----------------------------
<S> <C> <C>
Reinvestment Option......... Yes (provides for automatic Yes (provides for automatic
reinvestment of dividends, reinvestment of dividends,
generally, in additional generally, in additional
shares of the same class, shares of the same class)
provided all applicable
minimum purchase
requirements are met)
Reinstatement Privilege..... Yes (after redemption may Yes (after redemption may
reinvest without sales reinvest without sales
charge, within 120 days) charge, within 30 days)
Fund Purchase Option........ Yes* (allows a shareholder No
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 House Yes (allows a shareholder to No
Option.................... have dividends and capital
gain distributions deposited
in an Approved Bank account
designated in the Account
Application)
Check Payment Option........ Yes (allows a shareholder to Yes (allows a shareholder to
receive a check for all receive a check for all
dividends and capital gain dividends and capital gain
distributions) distributions)
</TABLE>
- ---------------
* The Fund Purchase Option is not available to shareholders in the Money Market
Funds.
E. SHARE EXCHANGES
<TABLE>
<CAPTION>
STAGECOACH FUNDS PACIFICA PORTFOLIOS
---------------------------- ----------------------------
<S> <C> <C>
By Mail..................... Yes Yes
By Telephone................ Yes Yes
Minimum..................... Must meet minimum initial $500 for initial exchange;
and/or subsequent investment no minimum for subsequent
amounts exchange
</TABLE>
VII-5
<PAGE> 177
Class A shares of a Fund 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 Institutional Class shares are to be
held in a qualified trust, agency or custodial account). In addition, shares of
the California Tax-Free Money Market Mutual Fund and National Tax-Free Money
Market Mutual Fund and Class A shares of the Money Market Mutual Fund,
Government Money Market Mutual Fund, Prime Money Market Mutual Fund, and
Treasury Money Market Mutual Fund may be exchanged for shares of one of
Stagecoach's single-class funds, for Class A or Class B shares of one of
Stagecoach's multi-class funds or for Retail Class shares* of another fund.
Class A shares of the Money Market Mutual Fund, Government Money Market Mutual
Fund, Prime Money Market Mutual Fund, and Treasury Money Market Mutual Fund also
may be exchanged for shares of the California Tax-Free Money Market Mutual Fund
and National 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. These exchanges
are made without a sales charge at the NAV of the respective share classes.
*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 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 and Stagecoach Balanced Fund).
Institutional shares of the Pacifica Portfolios and Institutional Class
shares of Stagecoach Funds are sold without a sales charge to certain customers
of banks that are subsidiaries of WF&C, 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.
VII-6
<PAGE> 178
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
Investment................ None None (although banks may
impose account minimums in
connection with investments
in the Portfolios)
Minimum Subsequent
Investments............... None None
Automatic Investment Plan... None Yes* Pacifica Prime Money
Market Fund and Pacifica
Treasury Money Market Fund
offer sweep programs
-- See Service Shares
description
Purchase Methods............ Through WF&C and its Through WF&C and its
affiliate, franchises and affiliates, franchises and
correspondent banks and correspondent banks and
other selected institutions other selected 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 automatic Yes (provides for automatic
reinvestment of dividends in reinvestment of dividends in
additional shares of same additional shares of same
class unless customer elects class unless customer elects
to receive cash) to receive cash or, in the
case of the Pacifica Prime
Money Market Fund and
Treasury Money Market Fund,
to have dividends credited
to his account at a WF&C
bank)
</TABLE>
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
VII-7
<PAGE> 179
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 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. These exchanges are made without a sales charge at the NAV of
the respective share classes.
III. PACIFICA PORTFOLIO -- MONEY MARKET TRUST
CORRESPONDING STAGECOACH FUND -- 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 FUNDS PACIFICA PORTFOLIOS
---------------------------- ----------------------------
<S> <C> <C>
Minimum Initial None None (although WF&C banks
Investment................ may impose account minimums
in connection with
investments in the
Portfolio)
Minimum Subsequent None None
Investments...............
Automatic Investment Plan... None None
Purchase Methods............ Through the trust division Through the trust division
of a WF&C Bank of a WF&C 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.
D. ADDITIONAL SHAREHOLDER SERVICES
<TABLE>
<CAPTION>
STAGECOACH FUNDS PACIFICA PORTFOLIOS
---------------------------- ----------------------------
<S> <C> <C>
Automatic Reinvestment...... Yes (provides for automatic Yes (provides for automatic
reinvestment of dividends in reinvestment of dividends in
additional shares of same additional shares of same
class of Fund unless class of Portfolio unless
customer elects to receive customer elects to have
cash) dividends credited to his
account 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)
VII-8
<PAGE> 180
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
Investments............... impose account minimums in impose account minimums in
connection with investments connection with investments
in the Funds) in the Portfolios).
Minimum Subsequent
Investments............... None None
Automatic Investment Yes (a customer's account Yes (a customer's account
Plan*..................... may be "swept" and amounts may be "swept" automatically
in excess of a minimum and amounts in excess of a
balance agreed to by the minimum balance agreed to by
bank and the customer are the bank and the customer
automatically invested in are invested in Service
Service Shares of one or Shares of one or both of the
both of the Funds offering Portfolios offering Service
Service Shares). Shares).
Purchase Methods............ Through affiliate, franchise Through affiliate, franchise
or correspondent banks of or correspondent banks of
WF&C and other selected WF&C 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
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 automatic Yes (provides for automatic
reinvestment of dividends in reinvestment of dividends in
additional shares of same additional shares of same
class unless customer elects class unless customer elects
to receive cash) to have dividends credited
to his account 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.
VII-9
<PAGE> 181
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.
A. DIVIDENDS DECLARED DAILY/PAID MONTHLY
<TABLE>
<CAPTION>
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
</TABLE>
B. DIVIDENDS DECLARED MONTHLY/PAID MONTHLY
<TABLE>
<CAPTION>
PACIFICA PORTFOLIOS STAGECOACH FUNDS
-------------------------------------- --------------------------------------
<S> <C>
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
</TABLE>
C. DIVIDENDS DECLARED QUARTERLY/PAID QUARTERLY
<TABLE>
<CAPTION>
PACIFICA PORTFOLIOS STAGECOACH FUNDS
-------------------------------------- --------------------------------------
<S> <C>
Balanced Fund Balanced Fund
Equity Value Fund Equity Value Fund
Growth Fund Growth and Income Fund
</TABLE>
VII-10
<PAGE> 182
APPENDIX VIII
INFORMATION REGARDING THE
PORTFOLIO MANAGERS OF THE NEW STAGECOACH FUNDS
Set forth below are the persons who will serve as the principal portfolio
managers of the New Stagecoach Funds upon commencement of their operations,
their positions with WFB and a brief summary of their prior business experience
and education.
STAGECOACH EQUITY VALUE FUND AND STAGECOACH BALANCED FUND
Mr. Robert Bissell assumed sole responsibility for the day-to-day
management of the Stagecoach Equity Value Fund, and assumed responsibility as a
co-portfolio manager for the day-to-day management of the equity portion of the
Stagecoach Balanced Fund, as of the commencement of operations of the Funds. Mr.
Bissell is a senior vice president and manager, equities of WFB. Mr. Bissell
joined WFB at the time of its merger with Crocker Bank and has been with the
combined organization for over 20 years. Prior to joining WFB, he was vice
president and investment counsel with M.H. Edie Investment Counseling, where he
managed institutional and high-net-worth portfolios. Mr. Bissell holds a finance
degree from the University of Virginia. He is a chartered financial analyst and
a member of the Los Angeles Society of Financial Analysts.
STAGECOACH BALANCED FUND AND STAGECOACH INTERMEDIATE BOND FUND
Ms. Tamyra Thomas assumed responsibility as a co-portfolio manager for the
day-to-day management of the bond portion of the Stagecoach Balanced Fund, and
as a co-portfolio manager for the day-to-day management of the Stagecoach
Intermediate Bond Fund, as of the commencement of operations of the Funds. She
is a senior vice-president and the chief fixed income investment officer of the
Investment Management Group of WFB. She is also Chair of the Investment
Management Group Policy Committee. Ms. Thomas has managed bond portfolios for
over a decade. She currently manages in excess of $1 billion of long-term
taxable bond portfolios for various foundations, defined benefit plans and other
clients. Prior to joining WFB in early 1988, she held a number of senior
investment positions for the Valley Bank & Trust Company of Utah including vice
president and manager of the investment department and chairman of the Trust
Investment Committee. She holds a B.S. degree from the University of Utah and
was past president of the Utah Bond Club. Ms. Thomas is a chartered financial
analyst.
STAGECOACH INTERMEDIATE BOND FUND
Mr. Scott Smith assumed responsibility as a co-portfolio manager for the
day-to-day management of the Stagecoach Intermediate Bond Fund as of the
commencement of operations of the Fund. He joined WFB in 1988 as a taxable money
market portfolio specialist. Currently, Mr. Smith holds the position of
liquidity management specialist/portfolio manager with WFB. His experience
includes a position with a private money management firm with mutual fund
investment operations. Mr. Smith holds a B.A. degree from the University of San
Diego and is a chartered financial analyst.
STAGECOACH ARIZONA TAX-FREE FUND AND STAGECOACH NATIONAL TAX-FREE FUND
Ms. Laura Milner assumed sole responsibility for the day-to-day management
of the Stagecoach Arizona Tax-Free Fund and the Stagecoach National Tax-Free
Fund as of the commencement of operations of the Funds. Ms. Milner's current
position with WFB is senior tax-exempt specialist/portfolio manager. Her
background includes over seven years of experience specializing in short- and
long-term municipal securities with Salomon Brothers. She is a member of the
National Federation of Municipal Analysts and its California chapter.
STAGECOACH OREGON TAX-FREE FUND
Mr. David Klug assumed sole responsibility for the day-to-day management of
the Stagecoach Oregon Tax-Free Fund as of the commencement of operations of the
Fund. Mr. Klug's current position with WFB is senior tax-exempt
specialist/portfolio manager. Mr. Klug has managed municipal bond portfolios for
WFB for over nine years. Prior to joining WFB, he managed the municipal bond
portfolio for a major property and casualty insurance company. Mr. Klug holds an
M.B.A. from the University of Chicago, and is a member of the National
Federation of Municipal Analysts and its California chapter.
VIII-1
<PAGE> 183
PACPROXY (6/96)
<PAGE> 184
STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 31, 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,
a copy of which is included herewith. 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, a copy of which is included
herewith. 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, a
copy of which is included herewith. 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, a copy of which is included herewith. 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> 185
additional information for the Class A shares of such Fund dated April 1, 1996,
a copy of which is included herewith. 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, a copy of which is included herewith.
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, a copy of which is included herewith.
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, 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 and
Government Money Market Funds, 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 and National Tax-Exempt Funds is incorporated by
reference to the statement of additional information for the Institutional and
Investor shares of such Funds dated February 1, 1996, a copy of which is
included herewith. 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, a copy of
which is included herewith. 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, a copy of which is included
herewith.
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> 186
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> 187
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. Subsequently, 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 "Interim WFIM
Agreements"). In accordance with the order granted by the SEC, the Interim 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 Interim WFIM
Agreements. The Interim 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 Interim WFIM
Agreements are being held in escrow. Such escrowed fees will be paid to 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, is expected to occur on or
about August 31, 1996), whichever occurs earlier.
The shareholders of Pacifica alsoare 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> 188
<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> 189
<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 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
Institutional Shares Fund --
Institutional Class Shares
</TABLE>
6
<PAGE> 190
<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> 191
EXHIBIT I
INTRODUCTORY NOTE TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect
to the proposed transfer of the assets and liabilities of the Pacifica
Portfolios to the corresponding 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 incorporated by reference in this Statement of Additional
Information. Pro forma financial information giving effect to the proposed
transfer of the assets and liabilities of the Pacifica Asset Preservation Fund
to the Stagecoach Money Market Mutual Fund, the Pacifica Money Market Fund to
the Stagecoach Money Market Mutual Fund and the Pacifica Growth Fund to the
Stagecoach Growth and Income Fund, is not presented in this Statement of
Additional Information because, as of May 15, 1996, the aggregate net asset
value of the Pacifica Asset Preservation Fund was less than 10% of the aggregate
net asset value of the Stagecoach Money Market Mutual Fund, the aggregate net
asset value of the Pacifica Money Market Fund was less than 10% of the aggregate
net asset value of the Stagecoach Money Market Mutual Fund, the aggregate net
asset value of the Pacifica Asset Preservation Fund and the Pacifica Money
Market Fund on a combined basis was less than 10% of the aggregate net asset
value of the Stagecoach Money Market Mutual Fund and the aggregate net asset
value of the Pacifica Growth Fund was less than 10% of the aggregate net asset
value of the Stagecoach Growth and Income Fund. 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> 192
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 - Investor/Class A 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 - Investor/Class A $19,204,631 $166,157,490 $174,339 (e) $185,536,460
Shares outstanding - Investor/Class A 1,202,711 14,904,153 533,177 (a) 16,640,041
Net asset value per share - Investor/Class A $ 15.97 $ 11.15 $11.15
Maximum offering price per share - Investor/
Class A $ 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> 193
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> 194
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 - Investor/Class A 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 - Investor/Class A $14,850,021 $12,689,467 $39,928,158 $ 133,719 (e) $ 67,601,365
Shares outstanding - Investor/Class A 955,411 1,264,300 3,994,452 545,974 (a) 6,760,137
Net asset value per share - Investor/
Class A $15.54 $10.04 $10.00 $ 10.00
Maximum offering price per share -
Investor/Class A $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> 195
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> 196
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
California Short-Term 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 - Investor/Class A 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 - Investor/Class A $6,337,098 $77,965,436 $ 24,000 (e) $84,326,534
Shares outstanding - Investor/Class A 622,865 7,536,445 (14,138)(a) 8,145,172
Net asset value per share - Investor/Class A $10.17 $ 10.35 $ 10.35
Maximum offering price per share - Investor/
Class A $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> 197
Stagecoach Funds - California Tax-Free Income Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Stagecoach
Pacifica California Tax-Free
California Stagecoach Income Fund
Short-Term 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 expense limit.
<PAGE> 198
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 - Investor/Class A 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 - Investor/Class A $41,601,677 $296,416,508 $320,037 (e) $ 338,338,222
Shares outstanding - Investor/Class A 3,772,653 26,827,384 30,600,037
Net asset value per share - Investor/Class A $11.03 $ 11.05 $ 11.06
Maximum offering price per share - Investor/
Class A $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> 199
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> 200
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR
STAGECOACH CALIFORNIA TAX-FREE BOND FUND
AND PACIFICA 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 Fund
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> 201
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 202
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 203
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 204
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 205
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 206
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 207
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 208
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 209
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 210
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 211
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 212
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 213
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Interest Maturity Exempt Fund Free Bond Fund Fund
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> 214
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Pacifica Stagecoach Pro-Forma
California Tax- California Tax- Combined
Exempt Fund Free Bond Fund Fund
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> 215
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 Fund
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> 216
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Fund
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> 217
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Fund
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> 218
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Fund
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> 219
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Interest Maturity Fund Income Fund Fund
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> 220
<TABLE>
<CAPTION>
Pacifica
California Stagecoach
(Unaudited) December 31, 1995 Short-Term California Pro Forma
Tax-Exempt Tax-Free Combined
Fund Income Fund Fund
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> 221
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH GINNIE MAE FUND
AND PACIFICA INTERMEDIATE GOVERNMENT BOND FUND (a)
(Unaudited) December 31, 1995
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 222
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 223
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 224
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 225
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 226
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 227
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 228
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 229
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 230
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 231
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 232
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 233
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 234
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 235
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Interest Maturity Government Bond Ginnie Mae Fund Fund
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> 236
<TABLE>
<CAPTION> Pacifica Pro Forma
Intermediate Stagecoach Combined
Government Bond Ginnie Mae Fund Fund
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> 237
PRO FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH SHORT-
INTERMEDIATE U.S. GOVERNMENT INCOME FUND, PACIFICA SHORT-TERM
GOVERNMENT BOND FUND AND PACIFICA 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 Fund
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> 238
<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 Fund
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> 239
<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 Fund
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> 240
<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 Fund
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> 241
<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 Fund
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> 242
<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 Fund
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> 243
<TABLE>
<CAPTION>
(Unaudited) December 31, 1995 Stagecoach
Short- Pacifica
Intermediate Short-Term Pacifica Pro Forma
U.S. Government Government Government Combined
Income Fund Bond Fund Income Fund Fund
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> 244
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 Short-Intermediate U.S. Stagecoach Short-
Government Income Government Income Intermediate U.S. Government Income
California Short-Term Stagecoach 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 U.S. Government Income Fund. The accompanying Pro
Forma Combining Selected Financial Highlights for Stagecoach Short-Intermediate
U.S. 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 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> 245
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> 246
STAGECOACH SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND PRO FORMA
COMBINING SELECTED FINANCIAL HIGHLIGHTS (UNAUDITED)
As discussed in Note 1 to the pro forma Financial Statements, it is possible
that either the Pacifica Short-Term Government Bond Fund or the Pacifica
Government Income Fund may not approve the Reorganization, in which case the
resulting Stagecoach Short-Intermediate U.S. Government Income Fund will be
comprised only of the fund or funds that approve the Reorganization. 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 U.S. 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 U.S. 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>
