As filed with the Securities and Exchange Commission on
November
15, 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. 25
[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[X]
Amendment No. 29
[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
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 205,533 $ 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 2,208,535 $ 9.92
High Yield Fund
Institutional Class 10,758,357 $10.99
High Yield Fund
Administrative Class N/A N/A
Total Return Fund
Institutional Class 393,890,500 $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 1,565,125 $ 9.43
Long-Term U.S. Government Fund
Institutional Class 839,781 $11.06
_________________________________________________________________
Proposed
Maximum
Offering
Title of Number Price per
Securities of Shares Share (within
Being Being 15 days of
Registered Registered filing)
_________________________________________________________________
Foreign Fund
Institutional Class 25,937,028 $10.28
Global Fund
Institutional Class 1,803,774 $10.32
International Fund
Institutional Class 228,867,230 $ 8.10
StockPLUS Fund
Institutional Class 1,682,269 $12.12
Growth Stock Fund
Institutional Class 643,142 $15.87
VersaSTYLE Equity Fund
Institutional Class 5,071 $12.00
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 $2,034,776.70 $ 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 $ 21,908,667.20 $ 4,381.73
High Yield Fund
Institutional Class $118,234,343.43 $23,646.87
High Yield Fund
Administrative Class N/A N/A
Total Return Fund
Institutional Class $4,155,544,775.00 $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 $13,241,568.28(3) $ 2,648.31
Long-Term U.S. Government Fund
Institutional Class $9,287,977.86 $ 1,857.60
Foreign Fund
Institutional Class $0(4) $0
Global Fund
Institutional Class $18,614,947.68 $ 3,722.99
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES
ACT OF 1933
_________________________________________________________________
Title of Proposed
Securities Maximum Amount of
Being Offering Registration
Registered Price Fee
_________________________________________________________________
International Fund
Institutional Class $0(5) $0
StockPLUS Fund
Institutional Class $20,389,100.28 $ 4,077.82
Growth Stock Fund
Institutional Class $0(6) $0
VersaSTYLE Equity Fund
Institutional Class $60,852.00 $ 12.17
___________
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, 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
1,565,125 shares, which is equal to the
remaining 160,929
shares redeemed during its fiscal year ended March
31, 1995,
plus 1,404,196 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,
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, 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,
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).
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 25 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. 25 under the Securities Act of
1933
incorporates by reference all materials filed as part
of Post-
Effective Amendment No. 24 to Form N-1A for PIMCO
Funds, File No.
33-12113.
The sole purpose of this Post-Effective Amendment
No. 25 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.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(10) Opinion and consent of Dechert
Price &
Rhoads.
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. 25 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
15th day of
November, 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
November 15, 1995
Guilford C. Babcock*+
____________________________ Trustee
November 15, 1995
Thomas Kemp*+
____________________________ Trustee
November 15, 1995
Brent R. Harris*+++
____________________________ Trustee
November 15, 1995
William J. Popejoy* +++++
____________________________ Trustee
November 15, 1995
Vern O. Curtis*++++++
____________________________ President
November 15, 1995
R. Wesley Burns*++++ (Principal
Executive
Officer)
____________________________ Treasurer
November 15, 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.
Exhibit 10
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005
(202) 626-3300
November 15, 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. 25 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. 25 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.
Very truly yours,
Dechert Price &
Rhoads
