SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
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PIMCO Advisors Funds
PIMCO Funds: Equity Advisors Series
(Name of Each Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE>
[PIMCO Advisors L.P Letterhead]
Shareholder Proxy Letter
Discovery and Value Funds Only
Dear PIMCO Advisors Funds Shareholder:
We are proposing to consolidate the PIMCO Advisors Funds (your fund family)
with the institutional PIMCO Funds family, both of which are managed by the
PIMCO Advisors affiliated investment firms. The resulting fund complex, to be
known as the "PIMCO Funds," will offer both individual and institutional share
classes and provide you with a number of benefits, including an immediate
reduction in operating expenses.
What the consolidation changes
As part of this overall restructuring, we are proposing the merger of the
PIMCO Advisors Value Fund into the PIMCO Funds' NFJ Diversified Low P/E Fund
(which will be renamed the "Value Fund" after the restructuring), and the
merger of the PIMCO Advisors Discovery Fund into the PIMCO Funds' Cadence
Mid-Cap Growth Fund.
Each share of your Fund would be exchanged at net asset value and on a
tax-free basis for shares of the fund that is its merger partner. In the end,
each merger would allow you to pursue a similar investment objective, with the
same portfolio manager, but in a larger fund, with a longer track record, and
lower operating expenses -- an exciting opportunity for most shareholders!
We expect the proposed restructuring and the merger of your Fund will offer
you the following advantages:
o Lower operating expenses The PIMCO Funds feature a "unified fee"
structure that will set fixed advisory and administration fees for the
Value and Discovery Funds post-merger in place of the current fluctuating
expense ratios -- at an initial combined rate substantially lower than the
current and historical expense ratios of these Funds.
o More assets in your Fund Your new Fund will have more assets under
management. In general, more assets can mean more opportunities to control
risk through greater portfolio diversification. A larger fund can also
realize transaction cost savings and other efficiencies when buying and
selling securities.
o A larger fund family You will be part of a fund family which will have
approximately $24 billion in assets (based on current values). This
increase in size should provide all of the Funds with more visibility and
presence in the marketplace with the potential to attract new assets with
the benefits of size mentioned above.
o More Funds to select We will be able to offer eight additional Funds
resulting in a broader choice of investments for shareholders
looking to make free exchanges between funds or to diversify further a
portfolio. Like the PIMCO Advisors Funds you now own, the eight
additional Funds are managed by our well known, respected
institutional asset management firms.
-2-
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o Strong performance histories While past performance is no guarantee of
future results, the PIMCO Funds which will now be available to you
have strong performance histories, including X 4- and 5- star rated
Funds by Morningstar (as of X/96). You should, of course, review the
prospectus if you are considering making any exchange.
o Simplified PIMCO Funds structure Having multiple fund complexes with the
PIMCO name may have caused confusion for some of our shareholders,
especially when they were trying to track their Fund's performance
in newspaper listings. This restructuring offers a simpler, more
efficient way to identify your PIMCO Funds and should result in
improved press coverage.
What stays the same
While this restructuring will bring about a lot of changes, the
fundamental characteristics of your Fund will stay the same.
o Your Fund's management remains the same Following the restructuring, you
will have the same institutional investment firm managing your Fund.
o Continued access to specialized, institutional expertise Each Fund
you already own, and the new ones we are adding to the Fund family,
will continue to offer access to PIMCO Advisors' institutional
investment management firms -- each of which specializes in a specific
investment discipline or style.
o Firm commitment to shareholders PIMCO Advisors and its affiliates
remain committed to shareholders, in terms of Fund performance,
communications and service.
-3-
<PAGE>
The following table summarizes the transaction for your Fund:
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Prior to Consolidation After Consolidation
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Value Fund
Name PIMCO Advisors Value Fund PIMCO Value Fund
(formerly named PIMCO NFJ Diversified Low P/E
Fund)
Objective Long-term growth of capital and current income Long-term growth of capital and income
Primary Portfolio Common stocks of companies with below Common stocks of companies with below
average P/E ratios and/or higher dividend yields average P/E ratios relative to their industry
relative to their industry groups groups
Manager NFJ Investment Group NFJ Investment Group
Assets $60 million $120 million
Inception Date 06/27/95 12/30/91
Morningstar Rating Too new to be rated **** (as of _____, 1996)
Prior to Consolidation After Consolidation
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Discovery Fund
Name PIMCO Advisors Discovery Fund PIMCO Mid-Cap Growth Fund
Objective Capital appreciation Growth of capital
Primary Portfolio Common stocks of small companies with equity Common stocks of companies with market
capitalizations of $500 million to $1 billion which capitalizations in excess of $500 million that have
exhibit favorable growth characteristics and improving fundamentals and whose stock is
reasonable valuations reasonably valued by the market
Manager Cadence Capital Management Cadence Capital Management
Assets $68 million $300 million
Inception Date 06/27/95 08/26/91
Morningstar Rating Too new to be rated **** (as of _____, 1996)
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<PAGE>
Your vote is important
After reviewing the proposed consolidations, your Board of Trustees
unanimously agreed that they are in the best interests of Fund shareholders
and voted to approve the transactions, all as more fully described in the
accompanying prospectus/proxy statement. Now it is your turn to review the
proposal for your Fund and vote. For more information about the issues
requiring your vote, please refer to the accompanying prospectus/proxy
statement.
A special meeting of the shareholders of PIMCO Advisors Funds will be held at
X:XX a.m. on December X, 1996 to vote on the specific issues of each
proposed merger. The meeting will be held at our offices at 2187 Atlantic
Street in Stamford, Connecticut. If you are not able to attend the meeting,
then please use the enclosed proxy and envelope to cast your vote so that
you will be represented.
Thank you in advance for your participation in this important event.
Sincerely,
William D. Cvengros, President
P.S. No matter how many shares you own, your timely vote is important. Please
make the effort to complete, sign, date and mail the enclosed proxy by
December X, 1996, so that your Fund will not have to incur the expense of
additional mailings.
-5-
<PAGE>
[PIMCO Advisors L.P letterhead]
Shareholder Proxy Letter
CCI Core Equity Fund and CCI Mid Cap Equity Funds Only
Dear PIMCO Funds: Equity Advisors Series Shareholder:
We are proposing to consolidate the PIMCO Funds: Equity Advisors Series (your
fund family) with the PIMCO Advisors Funds, an affiliated fund group. Together
these funds would become part of the "PIMCO Funds" family.
How the consolidation affects your Fund
As part of this overall restructuring, we are proposing the merger of your Fund
with an existing corresponding fund currently in the PIMCO Advisors Funds
family. Specifically, the CCI Core Equity Fund would be merged with the Growth
Fund and the CCI Mid-Cap Equity Fund would be merged with the Target Fund. Each
merger would result in your Fund shares being exchanged at net asset value and
on a tax-free basis for shares of the fund that is its merger partner. While
most aspects of your Fund would remain the same, we expect this consolidation to
provide you with several advantages, including a larger fund and lower operating
expenses.
What stays the same
In many ways, the merger of your Fund will cause no significant changes to your
investment.
Your Fund's management and investment objective remains the same Both the Growth
Fund and the Target Fund are managed by Columbus Circle Investors in a
substantially similar manner to that of your current Fund. This investment
approach will continue after each merger.
Commitment to client servicing PIMCO Advisors, Columbus Circle Investors and
their affiliates remain committed to shareholders in terms of communications and
services.
What changes
While the fundamental characteristics of your investment choice will remain the
same, you should also realize some valuable benefits.
o A larger fund family By joining assets with the Growth and Target Funds,
you will become part of a much larger fund family. In general, more assets
under management may afford the portfolio manager more flexibility,
including more investment and diversification opportunities to control risk
and greater cost efficiencies when buying and selling securities.
o Strong performance records While past performance is no guarantee of future
results, the Growth and Target Funds each have a history of strong
performance, earning them X and X star ratings, respectively, from
Morningstar (as of X/96).
o Lower operating expense levels Each merger
will result in an immediate reduction in your Fund's operating expense
levels because of reduced advisory fees.
o More Funds to select The new PIMCO Funds family will offer three
additional Funds -- resulting in a broader choice of investments.
X of these new Funds will be managed by Columbus Circle Investors.
o Simplified PIMCO Funds structure Having multiple fund complexes with the
PIMCO name may have caused confusion for some. The consolidation and name
changes should eliminate this confusion.
-6-
<PAGE>
The following table summarizes the transaction for your Fund:
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Prior to Consolidation After Consolidation
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Core Equity
Fund
Name PIMCO Funds: CCI Core Equity PIMCO Growth Fund
Objective Long-term growth of capital; income is a Long-term growth of capital;
income is an
secondary consideration incidental consideration
Primary Portfolio Common stocks of companies with market Common stocks of companies
with medium
capitalizations in excess of $3 billion to large equity capitalizations
Manager Columbus Circle Investors Columbus Circle Investors
Assets $45 million $1.6 billion
Inception Date 12/28/94 2/24/84
Morningstar Rating Too new to be rated **** (as of ______, 1996)
Mid-Cap Equity
Fund
Name PIMCO Funds: CCI Mid-Cap Equity PIMCO Target Fund
Objective Long-term growth of capital Capital appreciation
Primary Portfolio Common stocks of companies with market Common stocks of companies
with medium
capitalizations between $800 million and equity capitalizations
$3 billion
Manager Columbus Circle Investors Columbus Circle Investors
Assets $9 million $1.2 billion
Inception Date 12/28/94 12/17/92
Morningstar Rating Too new to be rated **** (as of ______, 1996)
</TABLE>
-7-
<PAGE>
Your vote is important
After reviewing these consolidations, your Board of Trustees unanimously agreed
that they are in the best interests of Fund shareholders and voted to approve
the transactions, all as more fully set forth in the accompanying
prospectus/proxy statement. Now it is your turn to review the proposal for your
Fund and vote. For more information about the issues requiring your vote, please
refer to the accompanying prospectus/proxy statement.
A special meeting of the shareholders of PIMCO Funds: Equity Advisors Series
will be held at X:XX a.m. on December X, 1996 to vote on the specific issues of
this proposed merger. The meeting will be held at our offices at 840 Newport
Center Drive, Suite 360, in Newport Beach, California. If you are not able to
attend the meeting, then please use the enclosed proxy and envelope to cast your
vote so that you will be represented.
Thank you in advance for your participation in this important event.
Sincerely,
William D. Cvengros, President
P.S. No matter how many shares you own, your timely vote is important. Please
make the effort to complete, sign, date and mail the enclosed proxy by December
X, 1996, so that your Fund will not have to incur the expense of additional
mailings.
-8-
<PAGE>
[PIMCO Advisors L.P letterhead]
Shareholder Proxy Letter
Fixed Income Funds Only (excluding the Global Income Fund)
Dear PIMCO Advisors Funds Shareholder:
We are proposing to consolidate the PIMCO Advisors Funds (your fund family)
with the institutional PIMCO Funds family, both of which are managed by the
PIMCO Advisors affiliated investment firms. The resulting fund complex, to be
known as the "PIMCO Funds," will offer both individual and institutional share
classes and provide you with a number of benefits, including an immediate
reduction in operating expenses.* (As discussed below, unlike the transactions
of the other Funds covered by this letter, the merger of the PIMCO Advisors
Money Market Fund involves a change of investment advisor and a different fee
situation.)
What the consolidation changes
As part of this overall restructuring, we are proposing the merger of your
PIMCO Advisors Fund into an existing fund currently in the PIMCO institutional
fixed income fund family of the PIMCO Funds. Each share of your Fund would be
exchanged at net asset value and on a tax-free basis for shares of the fund
that is its merger partner. While shareholders will need to evaluate this
proposal in terms of their individual Fund(s), in general, each merger is
offering our bond Fund shareholders the opportunity to pursue a similar
investment objective** but in a larger fund, with a longer track record, and
lower operating expenses -- an exciting opportunity for most shareholders!
We expect the proposed restructuring will offer you the following advantages:
o Lower operating expenses The PIMCO Funds have a unified fee structure
that sets fixed advisory and administration fees in place of the
current fluctuating expense ratios -- at an initial combined rate lower
than the current and historical expense ratios for your Fund.
o More assets in your Fund Your new Fund will have more assets under
management. In general, more assets can mean more opportunities to
control risk through greater portfolio diversification. A larger fund
can also realize transaction cost savings and efficiencies when buying
and selling securities.
* The amount of the reduction in operating expenses varies by Fund. Please refer
to the attached prospectus/proxy statement for information on your Fund.
** The merger of the U.S. Government Fund into the Total Return Fund represents
a material change in investment objective as the Total Return Fund does not
invest exclusively in U.S. Government securities. Shareholders of the U.S
Government Fund should consult with their financial advisors regarding how
this change will affect the risk and return posture of their total portfolio.
-9-
<PAGE>
o A larger fund family You will be part of a fund family which will have
approximately $24 billion in assets (based upon current values).
This increase in size should provide all of the Funds with more
visibility and presence in the marketplace, with the potential to attract
new assets with the benefits of size mentioned above.
o More Funds to select We will be able to offer eight additional
Funds--resulting in a broader choice of investments for shareholders
looking to make free exchanges between funds or to diversify further a
portfolio. Three of these new Funds will be managed by Pacific Investment
Management Company, "one of the country's most respected managers of fixed
income portfolios." (Kiplinger's Personal Finance 7/95)
o Strong performance histories While past performance is no guarantee
of future results, the PIMCO Funds which will now be available to you
have strong performance histories, including X 4- and 5- star
rated Funds by Morningstar (as of X/96). With these additions, X% of
PIMCO Bond Funds will be rated 4- or 5- stars (including all of the Funds
involved in the mergers described in the prospectus/proxy statement).
o Simplified PIMCO Funds structure Having multiple fund complexes with
the PIMCO name may have caused confusion for some of our shareholders,
especially when they were trying to track their Fund's performance in
newspaper listings. This restructuring offers a simpler, more efficient
way to identify your PIMCO Funds and should result in improved press
coverage.
What stays the same
While this restructuring will bring about a lot of changes, the fundamental
characteristics of your Fund will stay the same.
o Your Fund's management remains the same Following the restructuring, each
of the Funds covered by the enclosed prospectus/proxy statement will
continue to have Pacific Investment Management Company acting as investment
advisor.
o Continued access to specialized, institutional expertise Each
Fund you already own, and the new ones we are adding to the Fund family,
will continue to offer access to PIMCO Advisors' institutional investment
management firms which include, in addition to Pacific Investment
Management Company, five equity managers - each of which specializes in a
specific investment discipline or style.
o Firm commitment to shareholders PIMCO Advisors and its affiliates
remain committed to shareholders, in terms of Fund performance,
communications and service.
-10-
<PAGE>
The following table summarizes the transaction for your Fund:
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Prior to Consolidation After Consolidation
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High Income Fund
Name PIMCO Advisors High Income Fund PIMCO High Yield Fund
Objective Maximum total return, consistent with preservation Same
of capital
Primary Portfolio Higher yielding fixed income securities Same
(duration 2-6 years)
Manager Pacific Investment Management Company Same
(manager since 11/94)
Assets $250 million $950 million
Inception Date 02/24/84 12/16/92
Morningstar Rating ** (as of ________, 1996) ***** (as of _______, 1996)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return Income Fund
Name PIMCO Advisors Total Return Income Fund PIMCO Total Return Fund
Objective Maximum total return, consistent with preservation Same
of capital
Primary Portfolio Investment grade fixed-income securities Same
(duration 3-6 years)
Manager Pacific Investment Management Company Same
Assets $220 million $11.4 billion
Inception Date 12/22/94 5/11/87
Morningstar Rating Too new to be rated ****(as of _______, 1996)
-11-
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Prior to Consolidation After Consolidation
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U.S. Government Fund
Name PIMCO Advisors U.S. Government Fund PIMCO Total Return Fund
Objective Maximum total return, consistent with preservation Same
of capital
Primary Portfolio U.S. Government securities Investment grade fixed-income
(duration 3-6 years) securities (duration 3-6 years)
Manager Pacific Investment Management Company Same
(manager since 11/94)
Assets $260 million $11.4 billion
Inception Date 09/16/85 05/11/87
Morningstar Rating * (as of _______, 1996) ***** (as of _______, 1996)
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Short-Intermediate Fund
Name PIMCO Advisors Short-Intermediate Fund PIMCO Low Duration Fund
Objective Current income consistent with relatively low Maximum total return, consistent
with preservation
volatility of principal of capital
Primary Portfolio Short- to intermediate-term investment grade Same
fixed income securities (duration 1-3 years)
Manager Pacific Investment Management Company Same
(manager since 11/94)
Assets $120 million $2.8 billion
Inception Date 08/16/91 05/11/87
Morningstar Rating *** (as of _______, 1996) ***** (as of _______, 1996)
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<PAGE>
Money Market Fund - SPECIAL CONSIDERATIONS
Your PIMCO Advisors Money Market Fund (an unrated Fund) will merge into the
PIMCO Funds' Money Market Fund. As a result the advisor for your Money Market
Fund will become Pacific Investment Management Company. After the consolidation,
the aggregate operating expenses to be borne by investors will be lower than the
currently approved contractual rate for your Money Market Fund, but higher than
the current operating expenses for your Fund which have been voluntarily lowered
by the current sub-advisor's fee waiver.
Your vote is important
After reviewing these proposed consolidations, your Board of Trustees
unanimously agreed that they are in the best interests of Fund shareholders and
voted to approve the transactions, all as more fully described in the
accompanying prospectus/proxy statement. Now it is your turn to review the
proposal for your Fund and vote. For more information about the issues requiring
your vote, please refer to the accompanying prospectus/proxy statement.
A special meeting of the shareholders of PIMCO Advisors Funds will be held at
X:XX a.m. on December X, 1996 to vote on the specific issues of the
consolidation. The meeting will be held at our offices at 2187 Atlantic Street
in Stamford, Connecticut. If you are not able to attend the meeting, then please
use the enclosed proxy and envelope to cast your vote so that you will be
represented.
Thank you in advance for your participation in this important event.
Sincerely,
William D. Cvengros, President
P.S. No matter how many shares you own, your timely vote is important. Please
make the effort to complete, sign, date and mail the enclosed proxy by December
X, 1996, so that your Fund will not have to incur the expense of additional
mailings.
-13-
