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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PIMCO Advisors Funds, 2187 Atlantic Street, Stamford, CT 06902
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2. Name of each series or class of funds for which this notice is filed:
Equity Income Fund, Value Fund, Growth Fund, Target Fund, Discovery Fund,
Opportunity Fund, Innovation Fund, International Fund, Precious Metals
Fund, Global Income Fund, High Income Fund, Total Return Income Fund, Tax
Exempt Fund, U.S. Government Fund, Short-Intermediate Fund, Money Market
Fund
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3. Investment Company Act File Number: 811-3881
Securities Act File Number: 2-87203
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4. Last day of fiscal year for which this notice is filed: September 30, 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 (see Instruction A.6):
N/A
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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 beginning
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:
Number: 1,639,756,937 Aggregate Sale Price: $4,727,103,371
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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: 1,639,756,937 Aggregate Sale Price: $4,727,103,371
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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 (see
Instruction B.7):
Number: (included in Item 9) Aggregate Sale Price: $ (included in
Item 9)
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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
(from Item 10): $ 4,727,103,371
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + n/a
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable):- 3,782,116,693
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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 (if applicable): + 0
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(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): 944,986,678
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(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation (see
Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 286,360
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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 CRF 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
November 26, 1996
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SIGNATURES
This report has been signed by the following persons on behalf of the issuer
and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Newton B. Schott, Jr., Clerk
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Newton B. Schott, Jr., Clerk
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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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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Telecopier (617) 951-7050
November 26, 1996
PIMCO Advisors Funds
2187 Atlantic Street
Stamford, CT 06902
Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of 1,639,756,937 shares of beneficial
interest (the "Shares"), par value $0.00001, of your PIMCO Advisors Equity
Income Fund, PIMCO Advisors Value Fund, PIMCO Advisors Growth Fund, PIMCO
Advisors Target Fund, PIMCO Advisors Discovery Fund, PIMCO Advisors Opportunity
Fund, PIMCO Advisors Innovation Fund, PIMCO Advisors International Fund, PIMCO
Advisors Precious Metals Fund, PIMCO Advisors Global Income Fund, PIMCO Advisors
High Income Fund, PIMCO Advisors Total Return Income Fund, PIMCO Advisors Tax
Exempt Fund, PIMCO Advisors U.S. Government Fund, PIMCO Advisors Short-
Intermediate Fund and PIMCO Advisors Money Market Fund, sold in reliance upon
the Rule during your fiscal year ended September 30, 1996.
We have examined the Amended and Restated Agreement and Declaration of
Trust dated September 11, 1990 of Thomson Fund Group (the "Trust"), on file in
the office of the Secretary of State of The Commonwealth of Massachusetts (the
"Declaration of Trust") and the amendment to the Declaration of Trust filed on
November 15, 1994 to change the name of the Trust to PIMCO Advisors Funds. We
are familiar with the actions taken by the
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PIMCO Advisors Funds - 2 - November 26, 1996
Trust's Trustees to authorize the issue and sale from time to time of shares of
beneficial interest of the Trust at not less than net asset value and not less
than par value, and have assumed that the Shares have been issued and sold in
accordance with such actions. We have also examined a copy of the Trust's By-
laws, as amended through September 17, 1996, and such other documents as we have
deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable by the
Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the particular series of shares for all
loss and expense of any shareholder of that series held personally liable solely
by reason of his being or having been a shareholder. Thus, the risk of
shareholder liability is limited to circumstances in which that series of shares
itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
Ropes & Gray
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