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U.S SECURITIES AND 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.
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1. Name and address of issuer:
PACIFIC CAPITAL FUNDS
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED PAGE(1)
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3. Investment Company Act File Number: 811-7454,
Securities Act File Number: 33-57684
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4. Last day of fiscal year for which this notice is filed:
JULY 31, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1). If
applicable:
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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 begininng of the
fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
453,223,495 Price
40,108,003 Shares
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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:
453,223,495 Price
40,108,003 Shares
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
14,282,289 Price
1,284,674 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2: $453,223,495
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 14,282,289
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $290,689,227
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2: $ 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: $176,816,557
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or registration: $ /2900
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(vii) Fee Due: $ 60,971.23
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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
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
09/ /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)*
-----------------------------------
Alaine V. Metz, Assistant Secretary
-----------------------------------
Date
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* Please print the name and title of the signing officer below the signature.
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PACIFIC CAPITAL FUNDS
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DIVERSIFIED FIX INCOME FUND
INSTITUTIONAL SHARES
RETAIL SHARES
GROWTH AND INCOME FUND
INSTITUTIONAL SHARES
RETAIL SHARES
GROWTH STOCK FUND
INSTITUTIONAL SHARES
RETAIL SHARES
NEW ASIA GROWTH FUND
INSTITUTIONAL SHARES
RETAIL SHARES
SHORT INTERMEDIATE U.S. TREASURY SECURITIES FUND
INSTITUTIONAL SHARES
RETAIL SHARES
TAX-FREE SECURITIES FUND
INSTITUTIONAL SHARES
RETAIL SHARES
TAX-FREE SHORT INTERMEDIATE SECURITIES FUND
INSTITUTIONAL SHARES
RETAIL SHARES
U.S. TREASURY SECURITIES FUND
INSTITUTIONAL SHARES
RETAIL SHARES
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SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
September 18, 1996
Pacific Capital Funds
3435 Stelzer Road
Columbus, Ohio 43219-3035
Dear Sirs:
Pacific Capital Funds, an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts (the "Fund"), is filing with the
Securities and Exchange Commission (the "Commission") a Rule 24f-2 Notice (the
"Rule 24f-2 Notice") containing the information contained in paragraph (b)(1)
of Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"Rule"). The effect of the Rule 24f-2 Notice, when accompanied by this opinion
and by the filing fee, if any, payable as prescribed by paragraph (c) of the
Rule, will be to make definite in number the number of shares (no par value)
sold by the Fund during the fiscal year ended July 31, 1996 in reliance upon
the Rule (the "Rule 24f-2 Shares").
We have acted as counsel to the Fund since March 7, 1994. In this
capacity we have participated in various proceedings relating to the Fund and
to the Rule 24f-2 Shares. We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine, of the Fund's Declaration
of Trust and By-laws, as currently in effect. We have received a certificate
dated September 17, 1996 from the Secretary of State of the Commonwealth of
Massachusetts certifying the existence and good standing of the Fund. We have
also reviewed the prospectuses relating to the Fund's shares and the form of
the Rule 24f-2 Notice being filed by the Fund. We are generally familiar with
the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Fund that was current and
effective under the Securities Act of 1933 at the time of sale, and that the
Rule 24f-2 Shares were sold for a consideration not less than the net asset
value thereof as required by the Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under
the laws of the Commonwealth of Massachusetts.
2. The Fund is authorized to issue an unlimited number of shares.
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Pacific Capital Funds
September 18, 1996
Page 2
3. The Rule 24f-2 Shares were legally issued and fully paid and
non-assessable. However, we note that as set forth in the Fund's
Registration Statement, the shareholders of the Fund might,
under certain circumstances, be liable for transactions effected
by the Fund.
We hereby consent to the filing of this opinion with the Commission
together with the Rule 24f-2 Notice of the Fund, and to the filing of this
opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the Commonwealth of Massachusetts, and
to the extent that any opinion expressed herein involves the law of
Massachusetts, such opinion should be understood to be based solely upon our
review of the documents referred to above, the published statutes of that
Commonwealth and, where applicable, published cases, rules or regulations of
regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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