<PAGE>
As filed with the Securities and Exchange Commission
on December 18, 1996
Registration No. 33-57684; 811-7454
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 9 /X/
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11 /X/
(Check appropriate box or boxes)
---------------------
PACIFIC CAPITAL FUNDS
(Exact Name of Registrant as specified in Charter)
3435 Stelzer Road
Columbus, Ohio 43219-3035
(Address of Principal Executive Offices, including Zip Code)
---------------------
Registrant's Telephone Number, including Area Code (800) 554-3862
Irimga McKay
1230 Columbia Street
San Diego, California 92101
(Name and Address of Agent for Service)
With a copy to:
Joel H. Goldberg, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a) (ii) of Rule 485
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective
date for a previously filed post-effective amendment
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
previously elected to register an indefinite number of shares of beneficial
interest, no par value. A Rule 24f-2 notice was last filed on September 26,
1996.
<PAGE>
PACIFIC CAPITAL FUNDS
Cross Reference Sheet
Part A Prospectus Captions
1 Cover Page
2 Fund Expenses; Highlights
3 (a) & (b) Financial Highlights
4 Investment Objectives and Policies of the Funds; General
Information
5 Highlights; Management, Advisory, and Other Service
Arrangements; General Information; Additional Discussion
Regarding Permitted Investment Activities; Additional Risk
Disclosure
5A Not Applicable
6 General Information; Dividend and Tax Information
7 How to Purchase Retail Class Shares; How to Purchase
Institutional Class Shares; Management, Advisory and Other
Service Arrangements; Valuation of Retail Class Shares;
Valuation of Institutional Class Shares
8 How to Redeem Retail Class Shares; How to Redeem
Institutional Class Shares
9 Not Applicable
Part B Statement of Additional Information Captions
10 Cover
11 Cover
12 Not Applicable
13 Investment Restrictions; Additional Information on Fund
Investments
14 Management
15 Management
16 Management; Distribution and Shareholder Service Plan;
Custodian; Independent Auditors
17 Portfolio Transactions
18 Capital Stock
19 Determination of Net Asset Value
20 Tax Information
21 Distribution and Shareholder Service Plan
22 Calculation of Yield and Total Return
23 Financial Statements
Part C Other Information
24-32 Information required to be included in Part C
is set forth under the appropriate item, so
numbered, in Part C of this document.
<PAGE>
The following are incorporated herein by reference in their
entirety from Post Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File No. 33-57684) filed on November 22, 1996:
1. Prospectus relating to the Retail Class shares of the Pacific
Capital Balanced Fund, Growth and Income Fund, and Growth Stock Fund,
dated November 29, 1996.
2. Prospectus relating to the Retail Class shares of the Pacific
Capital U.S. Treasury Securities Fund, Short-Intermediate U.S. Treasury
Securities Fund, Diversified Fixed Income Fund, Tax-Free Securities
Fund, and Tax-Free Short Intermediate Securities Fund, dated November
29, 1996.
3. Prospectus relating to the Retail Class shares of the Pacific
Capital New Asia Growth Fund, dated November 29, 1996.
4. Prospectus relating to the Institutional Class shares of the Pacific
Capital Balanced Fund, Growth and Income Fund, Growth Stock Fund, New
Asia Growth Fund, U.S. Treasury Securities Fund, Short-Intermediate
U.S. Treasury Securities Fund, Diversified Fixed Income Fund, Tax-Free
Securities Fund, and Tax-Free Short Intermediate Securities Fund, dated
November 29, 1996.
5. Statement of Additional Information relating to the Retail and
Institutional Class shares of the Pacific Capital Balanced Fund, Growth
and Income Fund, Growth Stock Fund, New Asia Growth Fund, U.S. Treasury
Securities Fund, Short-Intermediate U.S. Treasury Securities Fund,
Diversified Fixed Income Fund, Tax-Free Securities Fund, and Tax-Free
Short Intermediate Securities Fund, dated November 29, 1996.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) None
(b) Exhibits:
Exhibit
Number Description
1(a)* - Declaration of Trust
(b)o - Amendment No. 1 to Declaration of Trust
(c)++ - Amendment No. 2 to Declaration of Trust
2* - By-Laws
3 - Not applicable
4 - Instruments Defining Rights of Shareholders
(Incorporated by reference to Exhibits 1 and 2
above.)
5(a)** - Investment Advisory Agreement between
Hawaiian Trust Company, Limited and the
Registrant, dated as of October 29, 1993
("Investment Advisory Agreement")
(b)+ - Addendum and Amended Schedule A to
Investment Advisory Agreement
(c)o - Sub-Advisory Agreement between Hawaiian
Trust Company, Limited and Credit Lyonnais
Asset Management (UK) Limited
6(a)** - Distribution Agreement between BISYS Fund
Services (formerly, The Winsbury Company
Limited Partnership) and the Registrant, dated as
of October 29, 1993 ("Distribution Agreement")
(b)o - Amended Schedules A and B to Distribution
Agreement
(c)*** - Form of Selling Agreement
7 - Not applicable
C-1
<PAGE>
Exhibit
Number Description
8(a)- - Form of Custodian Agreement between Bank
One Trust Company, N.A. and the Registrant,
on behalf of Balanced Fund, Diversified Fixed
Income Fund, Growth and Income Fund, Growth
Stock Fund, Short Intermediate U.S. Treasury
Fund, Tax-Free Securities Fund, Tax-Free Short
Intermediate Securities Fund and U.S. Treasury
Securities Fund (the "Custodian Agreement")
(b)ooo - Custodian Agreement between Union Bank of
California and Hawaiian Trust Company,
Limited, on behalf of New Asia Growth Fund.
9(a)** - Administration Agreement between BISYS Fund
Services (formerly The Winsbury Company
Limited Partnership) and the Registrant, dated as
of October 29, 1993 ("Administration
Agreement")
(b)o - Amended Schedule A to Administration
Agreement
(c)** - Transfer Agency Agreement between
Administrative Data Management Corporation
and the Registrant, dated as of August 17, 1993
("Transfer Agency Agreement")
(d)o - Amended Appendix E to Transfer Agency
Agreement
(e)** - Fund Accounting Agreement between BISYS
Fund Services (formerly, The Winsbury Service
Corporation) and the Registrant, dated as of
October 29, 1993 ("Fund Accounting
Agreement")
(f)o - Amended Schedule A to the Fund Accounting
Agreement
10** - Opinion and Consent of Counsel
11 - Consent of Independent Auditors
12 - Not Applicable
13** - Form of Investment Letter
14 - Not Applicable
C-2
<PAGE>
Exhibit
Number Description
15(a)** - Distribution and Shareholder Service Plan
between the Registrant and BISYS Fund Services
(formerly, The Winsbury Company), dated as of
October 29, 1993
(b)o - Amended Appendix A to the Distribution and
Shareholder Service Plan
16(a)oo - Schedule of computation of each performance
quotation provided in the Registration Statement
in response to Item 22 (relating to Retail Class
Shares of Pacific Capital Growth Stock Fund,
Growth and Income Fund, Diversified Fixed
Income Fund, U.S. Treasury Securities Fund,
Short-Intermediate U.S. Treasury Fund,
Tax-Free Securities Fund and Tax-Free
Short-Intermediate Securities Fund).
(b)oo - Schedule of computation of each performance
quotation provided in the Registration Statement
in response to Item 22 (relating to Institutional
Class Shares of Pacific Capital Growth Stock
Fund, Growth and Income Fund, Diversified
Fixed Income Fund, U.S. Treasury Securities
Fund, Short-Intermediate U.S. Treasury Fund,
Tax-Free Securities Fund and Tax-Free
Short-Intermediate Securities Fund).
16(c)ooo - Schedule of computation of each performance
quotation provided in the Registration Statement
in response to Item 22 (relating to Institutional
and Retail Class Shares of New Asia Growth
Fund).
17(a)-- Financial Data Schedule for Diversified Fixed
Income Fund -- Retail Class
(b)-- Financial Data Schedule for Diversified Fixed
Income Fund -- Institutional Class
(c)-- Financial Data Schedule for Growth and Income
Fund -- Retail Class
(d)-- Financial Data Schedule for Growth and Income
Fund -- Institutional Class
(e)-- Financial Data Schedule for Growth Stock Fund
-- Retail Class
C-3
<PAGE>
Exhibit
Number Description
(f)-- Financial Data Schedule for Growth Stock Fund --
Institutional Class
(g)-- Financial Data Schedule for New Asia Growth
Fund -- Retail Class
(h)-- Financial Data Schedule for New Asia Growth
Fund -- Institutional Class
(i)-- Financial Data Schedule for Short Intermediate
U.S. Treasury Securities Fund -- Retail Class
(j)-- Financial Data Schedule for Short Intermediate
U.S. Treasury Securities Fund -- Institutional
Class
(k)-- Financial Data Schedule for Tax-Free Securities
Fund -- Retail Class
(l)-- Financial Data Schedule for Tax-Free Securities
Fund -- Institutional Class
(m)-- Financial Data Schedule for Tax-Free Short
Intermediate Securities Fund -- Retail Class
(n)-- Financial Data Schedule for Tax-Free Short
Intermediate Securities Fund -- Institutional Class
(o)-- Financial Data Schedule for U.S. Treasury
Securities Fund -- Retail Class
(p)-- Financial Data Schedule for U.S. Treasury
Securities Fund --Institutional Class
18 Rule 18f-3 Plan
19--- Other Exhibits
- Power of Attorney
For Trustees and certain Officers:
Irimga McKay
Deborah G. Patterson
Douglas Philpotts
Richard W. Gushman, II
Stanley W. Hong
Russell G. Okata
Oswald K. Stender
Craig Warren
C-4
<PAGE>
- ----------------------------------
* Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Registrant's Registration Statement
on Form N-1A (File No. 33-57684), filed on January 29, 1993.
** Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on February
28, 1994.
*** Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on July 8,
1993.
+ Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-14, filed on October
21, 1994.
++ Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A, filed on December
28, 1994.
o Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A, filed on April 7,
1995.
oo Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 5 and
Post-Effective Amendment No. 6 to Registrant's Registration Statement
on Form N-1A, filed on April 7, 1995 and July 14, 1995, respectively.
ooo Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A, filed on July 14,
1995.
- - Refiled electronically as, and incorporated by reference to,
identically numbered exhibit to Post-Effective Amendment No. 8.
Initially filed as an exhibit to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form N-1A, filed on November
2, 1995.
- -- Registrant's Prospectuses and Statement of Additional Information,
dated November 29, 1996, which were filed in Post-Effective Amendment
No. 8 (File No. 33-57684) to Registrant's Registration Statement,
have been incorporated by reference into this filing. Financial Data
Schedules relating to the financial information included in such
Prospectuses and Statement of Additional
C-5
<PAGE>
Information for each class and series of the Registrant were also
filed in Post-Effective Amendment No. 8.
- --- Incorporated by reference to Post Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A, filed on
November 22, 1996.
Item 25. Persons Controlled by or under Common Control with Registrant.
No person is controlled by or under common control with
Registrant.
Item 26. Number of Holders of Securities.
As of December 6, 1996, the number of record holders of each
class of securities of the Registrant was as follows:
<TABLE>
<CAPTION>
Fund Number of Record Holders
---- ------------------------
<S> <C>
Balanced Fund
Retail Class 0
Institutional Class 0
Diversified Fixed Income Fund
Retail Class 126
Institutional Class 111
Growth and Income Fund
Retail Class 257
Institutional Class 154
Growth Stock Fund
Retail Class 574
Institutional Class 145
New Asia Growth Fund
Retail Class 453
Institutional Class 158
Short Intermediate U.S.
Treasury Securities Fund
Retail Class 32
Institutional Class 80
Tax-Free Securities Fund
Retail Class 13
Institutional Class 88
Tax-Free Short Intermediate
Securities Fund
Retail Class 18
Institutional Class 49
U.S. Treasury Securities Fund
</TABLE>
C-6
<PAGE>
<TABLE>
<S> <C>
Retail Class 73
Institutional Class 14
</TABLE>
Item 27. Indemnification.
Section 5.3 of Article V of the Registrant's Declaration of
Trust provides:
(a) Subject to the exceptions and limitations contained
in paragraph (b) below:
(i) The Trustees shall provide for indemnification by the
Trust (or by the appropriate Series thereof) to the fullest extent
permitted by law of every person who is, or has been, a Trustee or
officer of the Trust or any Series of the Trust against all liability
and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or
having been a Trustee or officer of the Trust or of any Series and
against amounts paid or incurred by him in the settlement thereof;
(ii) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, or other, including appeals), actual or threatened; and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgements, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or Officer:
(i) against any liability to the Trust or the Shareholders by
reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i)
resulting in a payment by a Trustee or officer, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (x) vote of a majority of
the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.
C-7
<PAGE>
(C) The rights of indemnification herein provided may
be insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee or
officer may now or hereafter be entitled, shall continue as to a person
who has ceased to be such Trustee or officer and shall inure to the
benefit of the heirs, executors, administrators and assigns of such a
person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than Trustees and
officers may be entitled by contract or otherwise under law.
(D) Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 5.3 may be advanced by the
Trust prior to final disposition thereof upon receipt of any
undertaking by or on behalf of the recipient to repay such amount if it
is ultimately determined that he is not entitled to indemnification
under this Section 5.3, provided that either:
(i) such undertaking is secured by a surety
bond or some other appropriate security provided by
the recipient, or the Trust shall be insured against
losses arising out of any such advances; or
(ii) a majority of the Disinterested
Trustees acting on the matter (provided that a
majority of the Disinterested Trustees act on the
matter) or an independent legal counsel in a written
opinion shall determine, based upon a review of
readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled
to indemnification.
As used in this Section 5.3, a
"Disinterested Trustee" is one who is neither (i) an
"Interested Person" of the Trust (including anyone
who has been exempted from being an "Interested
Person" by any rule, regulation or order of the
Commission), as defined in the 1940 Act, nor (ii)
involved in the claim, action, suit or proceeding.
Item 28. Business and Other Connections of Investment Adviser and
Sub-Adviser
a. Investment Adviser. Hawaiian Trust Company, Limited serves as
investment adviser to all of the Registrant's investment portfolios.
To the knowledge of Registrant, none of the trustees or
executive officers of Hawaiian Trust Company, Limited except those set forth
below, is or has been at any time during the past two fiscal years engaged in
any other business, profession, vocation or employment of a substantial nature.
Set forth below are the names and principal businesses of the directors and
executive officers of Hawaiian Trust Company, Limited who are or during the past
two fiscal years have been engaged in any other business, profession, vocation
or employment of a substantial nature for their own account or in the capacity
of director, officer, employee, partner or trustee.
C-8
<PAGE>
<TABLE>
<CAPTION>
Principal Business(es) During at
Name Position(s) Least the Last Two Fiscal Years
- ---- ----------- --------------------------------
<S> <C> <C>
William E. Aull Director President, Hawaii Pacific University
Owner/Manager, various Australian
cattle/sheep ranches.
Herbert M. Richards, Jr. Director President and Manager, Kahua
Ranch, Ltd.
K. Tim Yee Director President and Chief Executive
Officer Queen Emmu Foundation
Frank McGee Senior Vice Riggs National Bank
President
</TABLE>
b. Sub-Adviser. Credit Lyonnais International Asset Management
(HK) Limited ("Credit Lyonnais") serves as sub-adviser to New Asia Growth Fund.
To the knowledge of Registrant, none of the trustees or
executive officers of Credit Lyonnais, except those set forth below, is or has
been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature. Set forth below are
the names and principal businesses of the directors and executive officers of
Credit Lyonnais who are or during the past two fiscal years have been engaged in
any other business, profession, vocation or employment of a substantial nature
for their own account or in the capacity of director, officer, employee, partner
or trustee.
<TABLE>
<CAPTION>
Principal Business(es) During at
Name Position(s) Least the Last Two Fiscal Years
- ---- ----------- --------------------------------
<S> <C> <C>
Ghassan Alain Director Member of the General Management
Hugues Hindie Committee of Credit Lyonnais S.A.;
Head of Asset Management and
Investor Relations Division
Thomas Douglas Tremayne Director Managing Director of CLIAM (HK),
Waring Ltd.
David Peter Wong Director Group Finance Director of CLIAM
(HK), Ltd.
Kim Teo Poh Jin Director Managing Director of CLIAM
Singapore
Henry Dominic Chicheley Director Group Investment Director of
Thornton CLIAM (HK), Ltd.
David Charles Robert Director Director of CLIAM North America
Harding
</TABLE>
C-9
<PAGE>
<TABLE>
<S> <C> <C>
Paul Mack Director Managing Director of CLIAM Hong
Kong
</TABLE>
Item 29. Principal Underwriter.
(a) BISYS Fund Services (formerly known as The Winsbury
Company) acts as distributor and administrator for the Registrant. BISYS Fund
Services also distributes the securities of The Riverfront Funds, Inc., the MMA
Praxis Mutual Funds, the MarketWatch Funds, The Coventry Group, the Conestoga
Family of Funds, the Pacific Capital Funds, The Parkstone Group of Funds, The
HighMark Group, The Sessions Group, the American Performance Funds, AmSouth
Mutual Funds, The Victory Portfolios, The ARCH Tax-Exempt Trust, the Qualivest
Funds, the Summit Investment Trust, The M.S.D.&T Funds, Inc. and The ARCH Fund,
Inc., each of which is a management investment company. The parent of BISYS Fund
Services, Inc. (the sole general partner of BISYS Fund Services) is The BISYS
Group, Inc.
(b) The following are the directors, officers and partners of
BISYS Fund Services:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Addresses BISYS Fund Services the Registrant
- ------------------ ------------------- --------------
<S> <C> <C>
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, NJ 07424
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Avenue
Columbus, OH 43219
WC Subsidiary Corporation Limited Partner None
150 Clove Road
Little Falls, NJ 07424
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records.
Persons maintaining physical possession of accounts, books and
other documents required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder are as follows:
(1) Pacific Capital Funds
3435 Stelzer Avenue
Columbus, OH 43219-3035
C-10
<PAGE>
Attention: Secretary
(Registrant)
(2) Hawaiian Trust Company, Limited
Financial Plaza of the Pacific
111 S. King Street
Honolulu, Hawaii 96813
Attention: Trust Investments
(Investment Adviser)
(3) BISYS Fund Services
3435 Stelzer Avenue
Columbus, OH 43219-3035
(Manager, Administrator and Distributor)
(4) Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(Declaration of Trust, Bylaws, Minute Book)
(5) Credit Lyonnais International Asset Management
(HK) Limited
8 Connaught Place
Hong Kong
Item 31. Management Services.
Other than as set forth under the captions "Management of the
Funds" and "Other Information" in the Prospectus constituting Part A of this
Registration Statement and "Management" and "Custodian" in the Statement of
Additional Information constituting Part B of this Registration Statement,
Registrant is not a party to any management-related service contract.
Item 32. Undertakings.
(a) Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
Registrant pursuant to the provisions set forth
above in response to Item 27, or otherwise, the
Registrant has been advised that in the opinion of
the Securities and Exchange Commission such
indemnification is against public policy as
expressed in such Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person
of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the
matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
C-11
<PAGE>
(b) Registrant undertakes to hold a special meeting of
its shareholders for the purpose of voting on the
question of removal of a trustee or trustees if
requested in writing by the holders of at least 10%
of the Registrant's outstanding voting securities,
and to assist in communicating with other
shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
(C) Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of Registrant's
latest annual report to shareholders, upon request
and without charge.
C-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of San Diego, and State of
California on the 16th day of December, 1996.
PACIFIC CAPITAL FUNDS
By: *
-----------------------
Irimga McKay
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President
- --------------------------------- (Principal Executive
(Irimga McKay) Officer)
* Treasurer (Principal
- --------------------------------- Financial and Accounting
(Craig Warren) Officer)
* Trustee and Chairman
- ---------------------------------
(Deborah G. Patterson)
* Trustee
- ---------------------------------
(Douglas Philpotts)
* Trustee
- ---------------------------------
(Richard W. Gushman, II)
* Trustee
- ---------------------------------
(Stanley W. Hong)
* Trustee
- ---------------------------------
(Russell K. Okata)
* Trustee
- ---------------------------------
(Oswald K. Stender)
*By: /s/ Gregory Maddox December 16, 1996
----------------------------
(Gregory Maddox
Attorney-in-Fact)
</TABLE>
C-13
<PAGE>
EXHIBIT INDEX
11 Consent of Independent Auditors
18 Rule 18f-3 Plan
C-14
<PAGE>
Exhibit 11
C-15
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 9
to the Registration Statement (Form N-1A No. 33-57684) i) the references to
our firm in Post-Effective Amendment No. 8 to the Registration Statement
contained under the captions "Financial Highlights" and "Other Service
Arrangements" in each of the Retail Class Prospectuses and in the Institutional
Class Prospectus, and under the caption "Independent Auditors" in the Statement
of Additional Information and, ii) the use of our report dated September 13,
1996 appearing in the Statement of Additional Information included in
Post-Effective Amendment No. 8 to the Registration Statement.
/s/ Ernst & Young LLP
Columbus, Ohio
December 17, 1996
C-16
<PAGE>
Exhibit 18
C-17
<PAGE>
PACIFIC CAPITAL FUNDS (the "Trust")
PLAN PURSUANT TO RULE 18f-3
The Trust hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended, on behalf of each of its series:
Balanced Fund, Diversified Fixed Income Fund, Growth and Income Fund, Growth
Stock Fund, New Asia Growth Fund, Short Intermediate U.S. Treasury Securities
Fund, Tax-Free Securities Fund, Tax-Free Short Intermediate Securities Fund and
U.S. Securities Treasury Fund (the "Funds"). This plan sets forth the separate
arrangement and expense allocation of each class of shares of the Funds. Any
material amendment to this plan is subject to prior approval of the Board of
Trustees, including a majority of the independent Trustees.
CLASS CHARACTERISTICS
<TABLE>
<S> <C>
Retail Class Shares: Retail Class shares bear the expenses of
the ongoing Rule 12b-1 fees applicable to
that Class. Specific shareholders within
the Retail Class may be subject to an
initial sales charge as set forth in each
Fund's current prospectus and statement
of additional information (together, the
"prospectus").
Institutional Class Shares: Institutional Class shares are not subject
to an initial sales charge, nor are they
subject to any Rule 12b-1 fee.
</TABLE>
INCOME AND EXPENSE ALLOCATIONS
C-18
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Income, any realized and unrealized capital gains and losses, and
expenses not allocated to a particular class, will be allocated to each class on
the basis of the net asset value of that class in relation to the net asset
value of the Fund.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by the Fund to each class of
shares, to the extent paid, will be paid on the same day and at the same time,
and will be determined in the same manner and will be in the same amount, except
that the amount of the dividends and other distributions declared and paid by a
particular class may be different from that paid by another class because of
Rule 12b-1 fees and other expenses borne exclusively by that class.
EXCHANGE PRIVILEGE
Holders of Retail Class and Institutional Class shares shall have such
exchange privileges as set forth in each Fund's current prospectus. Exchange
privileges may vary among Classes.
CONVERSION FEATURES
Effective February 15, 1997, holders of Institutional Class shares who
terminate their qualified trust account, employee benefit account or other
qualifying relationship with an Institution (as defined in the Institutional
Class prospectus) shall be subject to an automatic conversion feature whereby
such Institutional Class shareholders will have their Institutional Class shares
of a Fund converted to Retail Class shares of the same Fund on the basis of the
relative net asset value of the shares of the two classes, without incurring any
fee, sales load or other charge. There is no conversion feature applicable to
Retail Class shares.
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OTHER RIGHTS AND OBLIGATIONS
Except as otherwise described above, in all respects, each Class shall
have the same rights and obligations as each other Class.
VOTING RIGHTS
Each Class has exclusive voting rights on any matter submitted to
shareholders that relates solely to its ongoing distribution fees. Each Class
shall have separate voting rights on any matter submitted to shareholders in
which the interests of one Class differ from the interests of any other Class.
As amended: December 10, 1996
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