U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Nicholas-Applegate Fund,
Inc., Gateway Center Three, Newark, New Jersey 07102.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of
shares designated Class A, Class B and Class C.
3. Investment Company Act File Number: 811-5019.
Securities Act File Number: 33-38461.
4. Last day of fiscal year for which this notice is filed:
December 31, 1996.
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:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
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/$0.
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None/$0.
9. Number and aggregate sale price of securities sold
during the fiscal year: 55,956,562/$898,518,540.
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 55,956,562/$898,518,540.
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): 3,865,087/$58,287,125.
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):
$898,518,540
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
58,287,125
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -
909,283,840
(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 of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable):
47,521,825
(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)]:
$14,401
Instructions: 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.
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 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: _____________.
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.
/s/ S. Jane Rose
By: (S. Jane Rose, Secretary)
Date February 26, 1997
GEF-297.NOT
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Nicholas-Applegate Fund, Inc.
File Nos. 33-38461 and 811-5019
Ladies and Gentlemen:
On behalf of Nicholas-Applegate Fund, Inc., enclosed
for filing under the Investment Company Act of l940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund
These documents have also been filed using the EDGAR system.
A fee in the amount of $14,401 has been wired to the Fund's
account at Mellon Bank.
If you have any questions relating to the foregoing, please call
the undersigned at (201) 367-7521.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: Michael Glazer, Esq.
(Paul, Hastings, Janofsky & Walker)
GEF-297.LTR
PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 South Flower Street
Los Angeles, California 90071
Telephone (213) 683-6000
February 26, 1997
Our File No.
16305.42921
Nicholas-Applegate Fund, Inc.
Gateway Center Three
Newark, New Jersey 07102
Re: Rule 24f-2 Notice for Fiscal Year
Ended December 31, 1996
SEC File Nos. 811-5019, 33-38461
Ladies and Gentlemen:
You have requested that we render an opinion to
Nicholas-Applegate Fund, Inc. (the "Fund") as to the matters
described in Rule 24f-2(b)(1) under the Investment Company
Act of 1940 (the "Act"), which opinion you are required to
file with the Securities and Exchange Commission (the
"Commission") together with a Rule 24f-2 Notice for the
fiscal year ended December 31, 1996 (the "Notice").
With respect to factual matters in this opinion,
we have relied upon the accuracy of the representations made
to us by the Treasurer of the Fund in a certificate executed
by her and have not independently verified the accuracy of
such factual information. We have also examined originals
or copies, certified or otherwise identified to our
satisfaction as being true copies, of those corporate
records of the Fund, certificates of public officials, and
other documents and matters as we have deemed necessary for
the purpose of this opinion. We have assumed without
independent investigation or verification the authenticity
of the documents submitted to us as originals and the
conformity to the original documents of all documents
submitted to us as copies.
Upon the basis of the foregoing and in reliance
thereon, and in reliance upon such other matters as we deem
relevant under the circumstances, it is our opinion that the
shares of common stock of the Fund issued during the Fund's
fiscal year ended December 31, 1996, the registration of
which shares the Notice makes definite in number, are
legally issued, fully paid and nonassessable.
We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice, or
for the propriety of the filing of the Notice with the
Commission. Our opinion is limited to the Act and the laws
of the State of Maryland, and we express no opinion as to
the applicability or effect of the laws of any other
jurisdiction.
This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by Rule 24f-
2(b)(1) under the Act and is intended solely for your
benefit for the purpose of completing the filing of the
Notice with the Commission. This letter may not be used for
any other purpose or furnished to or relied upon by any
other persons, or including in any filing made with any
other regulatory authority, without our prior written
consent.
Very truly yours,
s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
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02/27/97 12:48 PM
