As filed with the Securities and Exchange Commission on December
5, 1995 File No. 33-12113, 811-5028
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 26 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 30 [X]
PIMCO Funds
(Exact Name of Registrant as Specified in Charter)
840 Newport Center Drive
Newport Beach, California 92660
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(714) 640-3031
Robert W. Helm, Esq. R. Wesley Burns
Dechert Price & Rhoads Pacific Investment Management Company
1500 K Street, N.W. 840 Newport Center Drive
Washington, D.C. 20005 Newport Beach, California 92660
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box):
[ x ] immediately upon filing pursuant to paragraph (b)
[ ] on _________________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 485
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________
Proposed Maximum
Offering
Title of Number Price per
Securities of Shares Share (within
Being Being 15 days of
Registered Registered filing)
_________________________________________________________________
Shares of Indefinite(1) N/A
Beneficial
Interest,
Par Value
$.0001
Money Market Fund
Institutional Class N/A N/A
Money Market Fund
Administrative Class N/A N/A
Short-Term Fund
Institutional Class 119,211 $ 9.90
Low Duration Fund
Institutional Class 1,629,579 $10.00
Low Duration Fund
Administrative Class N/A N/A
Low Duration Fund II
Institutional Class 1,280,949 $ 9.92
High Yield Fund
Institutional Class 6,239,847 $10.99
High Yield Fund
Administrative Class N/A N/A
Total Return Fund
Institutional Class 228,456,491 $10.55
Total Return Fund
Administrative Class N/A N/A
Total Return Fund II
Institutional Class N/A N/A
Total Return Fund II
Administrative Class N/A N/A
Total Return Fund III
Institutional Class 975,362 $ 9.43
<PAGE>
_________________________________________________________________
Proposed Maximum
Offering
Title of Number Price per
Securities of Shares Share (within
Being Being 15 days of
Registered Registered filing)
_________________________________________________________________
Long-Term U.S. Government Fund
Institutional Class 487,074 $11.06
Foreign Fund
Institutional Class 25,937,028 $10.28
Global Fund
Institutional Class 1,046,189 $10.32
International Fund
Institutional Class 228,867,230 $ 8.10
StockPLUS Fund
Institutional Class 975,716 $12.12
Growth Stock Fund
Institutional Class 643,142 $15.87
VersaSTYLE Equity Fund
Institutional Class 2,941 $12.00
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________
Title of Proposed
Securities Maximum Amount of
Being Offering Registration
Registered Price Fee
_________________________________________________________________
Shares of N/A N/A
Beneficial
Interest,
Par Value
$.0001
Money Market Fund
Institutional Class N/A N/A
Money Market Fund
Administrative Class N/A N/A
Short-Term Fund
Institutional Class $1,180,188.90 $ 406.96
Low Duration Fund
Institutional Class $0(2) $0
Low Duration Fund
Administrative Class N/A N/A
Low Duration Fund II
Institutional Class $ 12,707,014.08 $ 4,381.73
High Yield Fund
Institutional Class $ 68,575,918.53 $23,646.87
High Yield Fund
Administrative Class N/A N/A
Total Return Fund
Institutional Class $2,410,215,980.05 $831,108.96
Total Return Fund
Administrative Class N/A N/A
Total Return Fund II
Institutional Class N/A N/A
Total Return Fund II
Administrative Class N/A N/A
Total Return Fund III
Institutional Class $7,680,103.19(3) $2,648.31
Long-Term U.S. Government Fund
Institutional Class $5,387,038.44 $1,857.60
Foreign Fund
Institutional Class $0(4) $0
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________
Title of Proposed
Securities Maximum Amount of
Being Offering Registration
Registered Price Fee
_________________________________________________________________
Global Fund
Institutional Class $10,796,670.48 $3,722.99
International Fund
Institutional Class $0(5) $0
StockPLUS Fund
Institutional Class $11,825,677.92 $4,077.82
Growth Stock Fund
Institutional Class $0(6) $0
VersaSTYLE Equity Fund
Institutional Class $35,292.00 $12.17
<PAGE>
___________
1 Registrant continues its election to register an indefinite
number of shares of beneficial interest pursuant to Rule
24f-2 under the Investment Company Act of 1940. For the
fiscal year ended March 31, 1994, Registrant filed the
Notice required by Rule 24f-2 on May 31, 1995.
2 Registrant elects to calculate the maximum aggregate
offering price pursuant to Rule 24e-2. During its fiscal
year ended March 31, 1995, Registrant's Low Duration Fund-
Institutional Class redeemed 142,192,611 shares of
beneficial interest. During its current fiscal year, the
Low Duration Fund-Institutional Class used 140,563,032
shares it redeemed during its fiscal year ended March 31,
1995, for a reduction pursuant to Rule 24f-2(c). The Low
Duration Fund-Institutional Class currently is registering
1,629,579 shares ($16,997,159 worth of securities), which is
equal to the remaining shares redeemed during its fiscal
year ended March 31, 1995. During its current fiscal year,
the Low Duration Fund-Institutional Class filed no other
post-effective amendments for the purpose of the reduction
pursuant to Rule 24(e)-2(a).
3 Registrant elects to calculate the maximum aggregate
offering price pursuant to Rule 24e-2. During its fiscal
year ended March 31, 1995, Registrant's Total Return Fund
III-Institutional Class redeemed 4,487,645 shares of
beneficial interest. During its current fiscal year, the
Total Return Fund III-Institutional Class used 4,326,716
shares it redeemed during its fiscal year ended March 31,
1995 for a reduction pursuant to Rule 24f-2(c). The Total
Return Fund III-Institutional Class currently is registering
975,362 shares, which is equal to the remaining 160,929
shares ($1,930,892 worth of securities), redeemed during its
fiscal year ended March 31, 1995, plus 814,433 shares.
During its current fiscal year, the Total Return Fund III-
Institutional Class filed no other post-effective amendments
for the purpose of the reduction pursuant to Rule 24(e)-
2(a).
4 Registrant elects to calculate the maximum aggregate
offering price pursuant to Rule 24e-2. During its fiscal
year ended March 31, 1995, Registrant's Foreign Fund-
Institutional Class redeemed 32,200,237 shares of beneficial
interest. During its current fiscal year, the Foreign Fund-
Institutional Class used 6,263,209 shares it redeemed during
its fiscal year ended December 31, 1995, for a reduction
pursuant to Rule 24f-2(c). The Foreign Fund-Institutional
Class currently is registering 25,937,028 shares
($248,299,696 worth of securities), which is equal to the
remaining shares redeemed during its fiscal year ended March
31, 1995. During its current fiscal year, the Foreign Fund-
Institutional Class filed no other post-effective amendments
for the purpose of the reduction pursuant to Rule 24(e)-
2(a).
5 Registrant elects to calculate the maximum aggregate
offering price pursuant to Rule 24e-2. During its fiscal
year ended March 31, 1995, Registrant's International Fund-
Institutional Class redeemed 234,125,241 shares of
beneficial interest. During its current fiscal year, the
International Fund-Institutional Class used 5,258,011 shares
it redeemed during its fiscal year ended March 31, 1995, for
a reduction pursuant to Rule 24f-2(c). The International
Fund-Institutional Class currently is registering
228,867,230 shares ($2,176,505,622 worth of securities),
which is equal to the remaining shares redeemed during its
fiscal year ended March 31, 1995. During its current fiscal
year, the International Fund-Institutional Class filed no
other post-effective amendments for the purpose of the
reduction pursuant to Rule 24(e)-2(a).
6 Registrant elects to calculate the maximum aggregate
offering price pursuant to Rule 24e-2. During its fiscal
year ended March 31, 1995, Registrant's Growth Stock Fund-
Institutional Class redeemed 712,654 shares of beneficial
interest. During its current fiscal year, the Growth Stock
Fund-Institutional Class used 69,512 shares it redeemed
during its fiscal year ended March 31, 1995, for a reduction
pursuant to Rule 24f-2(c). The Growth Stock Fund-
Institutional Class currently is registering 643,142 shares
($8,907,339 worth of securities), which is equal to the
remaining shares redeemed during its fiscal year ended March
31, 1995. During its current fiscal year, the Growth Stock
Fund-Institutional Class filed no other post-effective
amendments for the purpose of the reduction pursuant to Rule
24(e)-2(a).
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 26 to the Registration
Statement of PIMCO Funds is comprised of the following papers and
documents:
1. The facing sheet to register a definite number of
shares of beneficial interest, par value $.0001
per share, of the Institutional Class of
Registrant's Low Duration Fund, Low Duration Fund
II, Total Return Fund, Short-Term Fund, Long-Term
U.S. Government Fund, High Yield Fund, StocksPLUS
Fund, Global Fund, VersaSYTLE Equity Fund, Total
Return Fund III, Foreign Fund, International Fund
and Growth Stock Fund, each a series of shares of
beneficial interest of PIMCO Funds;
2. Signature pages; and
3. Exhibit 10, the opinion and consent of Dechert
Price & Rhoads, counsel to the Registrant, as to
the legality of the shares being registered.
With the exception of the items listed above, this Post-
Effective Amendment No. 26 under the Securities Act of 1933
incorporates by reference all materials filed as part of Post-
Effective Amendment No. 25 to Form N-1A for PIMCO Funds, File No.
33-12113.
The sole purpose of this Post-Effective Amendment No. 26 is
to register a definite number of additional shares of beneficial
interest to PIMCO Funds, pursuant to Section 24(e) of the
Investment Company Act of 1940. This amendment is being filed
pursuant to SEC News Release 95-241, to reduce the unsold amount
of the offering registered by Post-Effective Amendment No. 25,
filed on November 16, 1995, so that the fee paid will be equal to
1/29th of one percent of the reduced total offering amount
registered.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(10) Opinion and consent of Dechert Price &
Rhoads.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 26 to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Washington in the District of Columbia on the 5th day of
December, 1995.
PIMCO FUNDS
(Registrant)
By: _____________________________________
R. Wesley Burns*++++
President
*By: /s/Robert W. Helm
Robert W. Helm, as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
___________________________ Trustee December 5, 1995
Guilford C. Babcock*+
____________________________ Trustee December 5, 1995
Thomas P. Kemp*+
____________________________ Trustee December 5, 1995
Brent R. Harris*+++
____________________________ Trustee December 5, 1995
William J. Popejoy* +++++
____________________________ Trustee December 5, 1995
Vern O. Curtis*++++++
____________________________ President December 5, 1995
R. Wesley Burns*++++ (Principal
Executive
Officer)
____________________________ Treasurer December 5, 1995
John P. Hardaway++* (Principal
Financial
and Accounting
Officer)
*By: /s/Robert W. Helm
Robert W. Helm,
as attorney-in-fact
___________________
+ Pursuant to power of attorney filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-12113 on
November 6, 1987.
++ Pursuant to power of attorney filed with Post-Effective
Amendment No. 10 to Registration Statement No. 33-12113 on May
31, 1991.
+++ Pursuant to power of attorney filed with Post-Effective
Amendment No. 14 to Registration Statement No. 33-12113 on
April 28, 1992.
++++ Pursuant to power of attorney filed with Post-Effective
Amendment No. 20 to Registration Statement No. 33-12113 on
June 1, 1995.
+++++ Pursuant to power of attorney filed with Post-Effective
Amendment No. 22 to Registration Statement No. 33-12113 on
November 30, 1994.
++++++ Pursuant to power of attorney filed with Post-Effective
Amendment No. 23 to Registration Statement No. 33-12113 on
June 1, 1995.
<PAGE>
Exhibit 10
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005
(202) 626-3300
December 5, 1995
PIMCO Funds
840 Newport Center Drive
Newport, California 92660
Dear Sirs:
As counsel for PIMCO Funds (the "Trust"), we are familiar with
the registration of the Trust under the Investment Company Act of
1940 and the registration statement relating to its Shares of
Beneficial Interest (the "Shares") under the Securities Act of 1933
(File No. 33-12113) (the "Registration Statement"). We also have
examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares
being registered pursuant to Post-Effective Amendment No. 26 to the
Trust's Registration Statement will, when sold in accordance with
the terms of the Registration Statement and the prospectus included
therein and delivered by the Trust against receipt of the net asset
value of the Shares, have been duly and validly authorized and
issued as fully paid and non-assessable Shares of the Trust.
We consent to the filing of this opinion in connection with
said Post-Effective Amendment No. 26 which is filed pursuant to
Section 24(e) under the Investment Company Act of 1940 on behalf of
the Trust with the Securities and Exchange Commission. This
opinion supercedes and replaces our opinion filed with Post-
Effective Amendment No. 25 on November 16, 1995.
Very truly yours,
Dechert Price & Rhoads
