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APPENDIX I. U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1 Name and address of issuer:
STAGECOACH FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 72201
2 Name of each series or class of funds for which this notice is filed:
AGGRESSIVE GROWTH FUND - CLASS A
AGGRESSIVE GROWTH FUND - CLASS B
ARIZONA TAX-FREE FUND - CLASS A
ARIZONA TAX-FREE FUND - CLASS B
ARIZONA TAX-FREE FUND - INSTITUTIONAL CLASS
ASSET ALLOCATION FUND - CLASS A
ASSET ALLOCATION FUND - CLASS B
BALANCED FUND - CLASS A
BALANCED FUND - CLASS B
BALANCED FUND - INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE BOND FUND - CLASS A
CALIFORNIA TAX-FREE BOND FUND - CLASS B
CALIFORNIA TAX-FREE BOND FUND - INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE INCOME FUND - CLASS A
CALIFORNIA TAX-FREE INCOME FUND - INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
CORPORATE STOCK FUND
DIVERSIFIED INCOME FUND - CLASS A
DIVERSIFIED INCOME FUND - CLASS B
EQUITY VALUE FUND - CLASS A
EQUITY VALUE FUND - CLASS B
EQUITY VALUE FUND - INSTITUTIONAL CLASS
GINNIE MAE FUND - CLASS A
GINNIE MAE FUND - CLASS B
GINNIE MAE FUND - INSTITUTIONAL CLASS
GOVERNMENT MONEY MARKET MUTUAL FUND - CLASS A
GROWTH AND INCOME FUND - CLASS A
GROWTH AND INCOME FUND - CLASS B
GROWTH AND INCOME FUND - INSTITUTIONAL CLASS
INTERMEDIATE BOND FUND - CLASS A
INTERMEDIATE BOND FUND - CLASS B
INTERMEDIATE BOND FUND - INSTITUTIONAL CLASS
MONEY MARKET MUTUAL FUND - CLASS A
MONEY MARKET MUTUAL FUND - CLASS S
MONEY MARKET MUTUAL FUND - INSTITUTIONAL CLASS
MONEY MARKET TRUST
NATIONAL TAX-FREE FUND - CLASS A
NATIONAL TAX-FREE FUND - CLASS B
NATIONAL TAX-FREE FUND - INSTITUTIONAL CLASS
NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND
OREGON TAX-FREE FUND - CLASS A
OREGON TAX-FREE FUND - CLASS B
OREGON TAX-FREE FUND - INSTITUTIONAL CLASS
PRIME MONEY MARKET MUTUAL FUND - CLASS A
PRIME MONEY MARKET MUTUAL FUND - INSTITUTIONAL CLASS
PRIME MONEY MARKET MUTUAL FUND - SERVICE CLASS
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND - CLASS A
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND - INSTITUTIONAL CLASS
SMALL CAP - CLASS A
SMALL CAP - CLASS B
SMALL CAP - INSTITUTIONAL CLASS
TREASURY MONEY MARKET MUTUAL FUND - CLASS A
TREASURY MONEY MARKET MUTUAL FUND - INSTITUTIONAL CLASS
TREASURY MONEY MARKET MUTUAL FUND - SERVICE CLASS
U.S. GOVERNMENT ALLOCATION FUND - CLASS A
U.S. GOVERNMENT ALLOCATION FUND - CLASS B
3 Investment Company Act File Number: 811-6419
Securities Act File Number: 33-42927
4 Last day of fiscal year for which this notice is filed: 09/30/96
5 Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6 Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NONE
9 Number and aggregate sale price of securities sold during the fiscal year:
NUMBER OF SHARES SOLD 24,482,219,117
SALES PRICE OF SECURITIES SOLD $25,765,768,492
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
NUMBER OF SHARES 24,482,219,117
SALES PRICE OF SECURITIES $25,765,768,492
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction 8.7):
NUMBER OF SHARES 165,981,473
SALES PRICE OF SECURITIES $282,713,943
12 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 25,765,768,492
-----------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item 11, if
applicable): + 282,713,943
-----------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): - 22,010,025,924
-----------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): +
-----------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 (line
(i), plus line (ii), less line (iii), plus line (iv)
(if applicable): 4,038,456,511
-----------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or x 1/33 of 1%
regulation (see instruction C.6): -----------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 1,223,774.70
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
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13 Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository:
11/26/96
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* ANN M. BONSTEEL
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ASSISTANT SECRETARY
--------------------------------------------
Date 11/26/96
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* Please print the name and title of the signing officer below the signature.
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[MORRISON & FOERSTER LLP LETTERHEAD]
November 26, 1996
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Stagecoach Funds, Inc.; Rule 24f-2 Notice
SEC File Nos. 33-42927; 811-6419
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Ladies/Gentlemen:
Stagecoach Funds, Inc. (the "Company") has requested our opinion in
connection with the sale of 165,981,473 shares of the Company's funds (the
"Funds"). We understand that a copy of this opinion will be provided to the
Securities and Exchange Commission pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Company
and the authorization for registration and sale of shares of each of the Funds.
The opinion given below only relates to the laws of the State of Maryland, the
state of incorporation of the Company, and is subject to the condition that the
Company is in compliance with the provisions of any applicable laws,
regulations and permits of any state or foreign country in which any shares of
each Fund are sold. The opinion given below does not relate to the shares
issued by the portfolios of Pacifica Funds Trust that were predecessors to
certain Funds of the Company.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the above-referenced shares of each Fund has been duly
and validly authorized by all appropriate corporate action, and assuming
delivery by sale or in accord with the Company's dividend reinvestment plan in
accordance with the description set forth in the Funds' current prospectuses
under the Securities Act of 1933, the shares were legally issued and are fully
paid and nonassessable.
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Stagecoach Funds, Inc.
Page Two
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the
Company's Rule 24f-2 Notice for the fiscal period ended September 30, 1996, as
contemplated in Rule 24f-2(b)(1) under the Investment Company Act of 1940, as
amended.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
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MORRISON & FOERSTER LLP
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DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005
November 26, 1996
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Gentlemen:
As counsel for Pacifica Funds Trust (the "Trust") we are familiar with
the Trust's registration under the Investment Company Act of 1940 and with the
registration statement relating to its shares of beneficial interest under the
Securities Act of 1933 (File No. 2-92260) (the "Registration Statement"). This
opinion is being rendered with respect to certain of the Trust's Portfolios,
identified below, which were involved in a reorganization transaction with the
Stagecoach Funds, Inc. on September 6, 1996 (the "Reorganization") and the
shares of beneficial interest of these Portfolios (the "Covered Portfolio
Shares" or the "Shares"). These Portfolios consist of the Pacifica Arizona
Tax-Exempt Fund, Balanced Fund, Equity Value Fund, Government Money Market
Fund, Intermediate Bond Fund, Money Market Trust, National Tax-Exempt Fund,
Oregon Tax-Exempt Fund, Prime Money Market Fund and Treasury Money Market Fund
(the "Covered Portfolios"). This opinion is limited solely to the period of
time from October 1, 1995 through the closing of the Reorganization on
September 6, 1996 (the "Covered Period"), after which such date the Covered
Portfolios continued their operations as new series of Stagecoach Funds, Inc.
as a result of the Reorganization. In rendering this opinion we have examined
such records, agreements, documents and instruments of the Trust as we have
deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the Covered
Portfolio Shares, the registration of which is being made definite by the
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"Notice") being filed by Stagecoach Funds, Inc., assuming such Shares were sold
at the public offering price and delivered by the Trust against receipt of the
net asset value of the Shares in compliance with the terms of the Trust's
Registration Statement and the requirements of applicable law, that, during the
Covered Period, such Covered
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Portfolio Shares were, when sold, legally issued, fully paid and non-assessable
by the Trust.
We consent to the filing of this opinion in connection with the Notice
on Form 24F-2 to be filed on behalf of Stagecoach Funds, Inc. with the
Securities and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
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DECHERT PRICE & RHOADS
