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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:
Value Fund, Discovery Fund, High Income Fund, Total Return Income Fund, U.S.
Government Fund, Short-Intermediate Fund and Money Market Fund.
Pursuant to paragraph (b)(3) of rule 24f-2, this notice is filed for the
period from October 1, 1996 to January 17, 1997, the date on which the
foregoing series of the issuer above sold substantially all their assets.
The other series of the issuer (Equity Income Fund, Growth Fund, Target
Fund, Opportunity Fund, Innovation Fund, International Fund, Precious Metals
Fund, Global Income Fund and Tax Exempt Fund), which also sold substantially
all of their assets on January 17, 1997, are not included in this notice
because such series are not deemed to have ceased operations for the
purposes of rule 24f-2.
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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: January 17, 1997
(see Item 2 above)
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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):
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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: 705,289,504 Aggregate Sale Price: $824,646,163
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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: 705,289,504 Aggregate Sale Price: $824,646,163
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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: 1,682,012 Aggregate Sale Price: $15,758,105
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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): $ 824,646,163
(ii) Aggregate price of shares issued in connec-
tion with dividend reinvestment plans (from
Item 11, if applicable): + 15,758,105
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 840,404,268*
(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
(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): 0
(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
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
* Includes redemptions and repurchases of shares of the Discovery Fund, U.S.
Government Fund, Short-Intermediate Fund and Money Market Fund (which
totaled $1,301,242,275) only. Redemptions and repurchases of shares of the
Value Fund (which totaled $84,410,648) will be used by PIMCO Funds: Multi-
Manager Series (File Nos. 33-36528, 811-6161), and redemptions and
repurchases of the High Income Fund and Total Return Income Fund (which
totaled $566,728,940) will be used by PIMCO Funds (File Nos. 33-12113 811-
5028), in calculating their respective registration fees for their current
fiscal years, in accordance with the position taken by the staff in its
February 6, 1995 letter regarding Kemper Total Return Fund, et al.
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).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John P. Hardaway
________________________________________
John P. Hardaway, Treasurer
Date 3/14/97
*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
FAX: (617) 951-7050
March 17, 1997
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 705,289,504 shares of beneficial
interest, par value $0.00001 (the "Shares"), of your PIMCO Advisors Value Fund,
PIMCO Advisors Discovery Fund, PIMCO Advisors High Income Fund, PIMCO Advisors
Total Return Income 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 the period from October 1, 1996 to January 17, 1997. We
understand that the Shares do not include shares issued pursuant to reinvestment
of dividends, but that the computation of the fee payable in connection with the
Notice takes into account those reinvestment shares and a deduction for shares
redeemed during such period.
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 March 17, 1997
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 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 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,
/s/Ropes & Gray
Ropes & Gray
