Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485A24E Pacific Capital Funds 485A24E 303 1.56M
2: EX-5.C Opinion re: Legality 7 30K
3: EX-6.D Opinion re: Discount on Capital Shares 16 53K
4: EX-10 Material Contract 2 14K
5: EX-11 Statement re: Computation of Earnings Per Share 1 9K
6: EX-15.A Letter re: Unaudited Interim Financial Information 3 16K
7: EX-15.C Letter re: Unaudited Interim Financial Information 3 16K
8: EX-18 Letter re: Change in Accounting Principles 3 12K
13: EX-27.01 Financial Data Schedule (Pre-XBRL) 2± 12K
14: EX-27.02 Financial Data Schedule (Pre-XBRL) 2± 12K
23: EX-27.03 Financial Data Schedule (Pre-XBRL) 2± 12K
24: EX-27.04 Financial Data Schedule (Pre-XBRL) 2± 12K
17: EX-27.05 Financial Data Schedule (Pre-XBRL) 2± 12K
18: EX-27.06 Financial Data Schedule (Pre-XBRL) 2± 12K
19: EX-27.07 Financial Data Schedule (Pre-XBRL) 2± 12K
20: EX-27.08 Financial Data Schedule (Pre-XBRL) 2± 12K
21: EX-27.09 Financial Data Schedule (Pre-XBRL) 2± 12K
22: EX-27.10 Financial Data Schedule (Pre-XBRL) 2± 12K
9: EX-27.11 Financial Data Schedule (Pre-XBRL) 2± 12K
10: EX-27.12 Financial Data Schedule (Pre-XBRL) 2± 12K
11: EX-27.13 Financial Data Schedule (Pre-XBRL) 2± 12K
12: EX-27.14 Financial Data Schedule (Pre-XBRL) 2± 12K
15: EX-27.15 Financial Data Schedule (Pre-XBRL) 2± 12K
16: EX-27.16 Financial Data Schedule (Pre-XBRL) 2± 12K
EX-10 — Material Contract
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EXHIBIT 10(b)
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
September 30, 1997
Pacific Capital Funds
3435 Stelzer Road
Columbus, Ohio 43219-3035
Gentlemen and Ladies:
Pacific Capital Funds (the "Fund"), is filing with the Securities and
Exchange Commission Post-Effective Amendment No. 10 to its Registration
Statement under the Securities Act of 1933, as amended (the "1933 Act") on Form
N-1A (File Nos. 33-57684 and 811-7454), relating to the registration under the
1933 Act of 4,296,001 additional shares of its beneficial interest, no par value
(the "Shares"), which are to be offered and sold by the Fund in the manner and
on the terms set forth in the prospectus of the Fund current and effective under
the 1933 Act at the time of sale. The Shares are previously outstanding shares
of the Fund's beneficial interest, no par value, which were redeemed by the Fund
during its fiscal year ended July 31, 1997. According to Post-Effective
Amendment No. 10 to the Fund's Registration Statement, none of the Shares have
previously been used by the Fund for reduction pursuant to paragraph (a) of Rule
24e-2 under the Investment Company Act of 1940, as amended (the "1940 Act") in
previous filings of post-effective amendments to the Fund's Registration
Statement during the current fiscal year, or for the reduction pursuant to
paragraph (c) of Rule 24f-2 under the 1940 Act during the Fund's current fiscal
year, of the registration fee payable by the Fund for the registration of shares
for sale under the 1933 Act.
We have, as counsel, participated in various proceedings relating to
the Fund and to the proposed issuance of the Additional 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 22, 1997 from the
Secretary of State of the Commonwealth of Massachusetts, certifying the
existence and good standing of the Fund. We are generally familiar with the
business affairs of the Fund.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is validly existing under
the laws of the Commonwealth of Massachusetts.
2. The Fund is authorized to issue an unlimited number of shares.
3. Subject to the effectiveness of the above-mentioned
Post-Effective Amendment No. 10 to the Fund's Registration Statement and
compliance with applicable state securities laws, upon the issuance of the
Additional Shares for a consideration not less than the par value thereof as
required by the laws of Massachusetts, and not less than the net asset value
thereof as required by the 1940 Act and in accordance with the terms of the
Registration Statement, such shares will be legally issued and outstanding and
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as a part of the above-mentioned Post-Effective Amendment
No. 10 to the Registration Statement and with any state securities commission
where such filing is required. In giving this consent we do not admit that we
come within the category of persons whose consent is required under Section 7
of the 1933 Act.
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 herein involves the laws 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
Dates Referenced Herein and Documents Incorporated by Reference
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