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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Securities and Exchange Commission -1- October 8, 1996
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Fax: (617) 951-7050
WRITER'S DIRECT DIAL NUMBER: (617) 951-7643
October 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PIMCO Advisors Funds (File No. 811-3881) ("PAF")
PIMCO Funds: Equity Advisors Series (File No. 811-6161) ("PFEAS")
Ladies and Gentlemen:
On behalf of PAF and PFEAS, enclosed for filing via EDGAR pursuant to
Rule 14a-6(b) and (j) under the Securities Exchange Act of 1934 are the
following additional soliciting materials:
(1) a letter to shareholders of the PAF Value Fund and the PAF
Discovery Fund soliciting their proxies for the approval of the
combinations of those funds into, respectively, the PFEAS Cadence Mid
Cap Growth Fund and the PFEAS NFJ Diversified Low P/E Fund;
(2) a letter to shareholders of the PFEAS Columbus Circle Investors
Core Equity Fund and the PFEAS Columbus Circle Investors Mid Cap Equity
Fund soliciting their proxies for the approval of the combinations of
those funds into, respectively, the PFEAS Growth Fund and the PFEAS
Target Fund;1 and
(3) a letter to shareholders of the PAF High Yield, Total Return
Income, U.S. Government, Short-Intermediate and Money Market Funds
soliciting their proxies for the approval of the combinations of those
funds into, respectively, the High Yield,
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1The PFEAS Growth Fund and the PFEAS Target Fund are newly
created series of PFEAS that, immediately prior to the proposed
combinations described in the text, will acquire substantially all the
assets (and assume substantially all the liabilities) of the PAF Growth
Fund and the PAF Target Fund, respectively.
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Securities and Exchange Commission -2- October 7, 1996
Total Return, Total Return, Low Duration and Money Market Funds of
PIMCO Funds (File No. 811-5028) ("PF").2
The enclosed letters are intended to be used in conjunction with the
Prospectus/Proxy Statements that are contained in the Registration Statements on
Form N-14 relating to the issuance of shares in such combinations, each of which
was filed with the Commission on Friday, September 27, 1996.3 Each of those
Registration Statements will become effective on October 28, 1996 pursuant to
Rule 488 under the Securities Act of 1933. It is intended that the enclosed
letters will be mailed to shareholders on or shortly after the effective date of
the relevant Registration Statement and will be accompanied or preceded by the
relevant Prospectus/Proxy Statement.
Pursuant to paragraph (i)(2) of Rule 14a-6 (as amended by Exchange Act
Release No. 37692), no fee is being paid with this filing.
The enclosed letters are also being filed with the National Association
of Securities Dealers, Inc. to comply with Section 24(b) of the Investment
Company Act of 1940 and Rule 24b-3 thereunder to the extent that such letters
may be deemed to be sales literature by virtue of the fact that the solicitation
of proxies may involve, pursuant to Rule 145(a) under the Securities Act of
1933, an offer of the securities of the relevant surviving fund in each
combination.
If you have any questions or comments regarding the enclosed materials,
please feel free to call me at 617-951-7643 or my colleague J.B. Kittredge at
617-951-7392.
Thank you.
Very truly yours,
/s/ Michael J. Savitz
Michael J. Savitz
MJS/apk:
Enclosures
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2 The PAF Total Return Income Fund and the PAF U.S. Government
Fund are each proposed to combine into the PF Total Return Fund. 3 The
file numbers of the Registration Statements on Form N-14 corresponding
to the
letters identified in the numbered paragraphs above are, respectively, 333-12869
(PFEAS as the registrant), 333-12873 (PFEAS as the registrant) and 333-12871 (PF
as the registrant).
