U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
PIMCO Funds, 840 Newport Center Drive, Suite 360, Newport
Beach, CA 92660
2. Name of each series or class of funds for which this notice is
filed:
Institutional, Administrative, and A, B and C Classes of the following
Funds:
Money Market Fund
Short-Term Fund
Low Duration Fund
High Yield Fund
Total Return Fund
Foreign Bond Fund
StocksPLUS Fund
Institutional and A, B and C Classes of the following Funds:
Long-Term U.S. Government Fund
Real Return Bond Fund
Institutional and Administrative Classes of the following Funds:
Total Return Fund II
Global Bond Fund
Institutional Class of the following Funds:
Low Duration Fund II
Low Duration Fund III
Total Return Fund III
Moderate Duration Fund
Strategic Balanced Fund
International Fund
A, B and C Classes of the following Fund:
Global Bond Fund II
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3. Investment Company Act File Number: 811-5028
Securities Act File Number: 33-12113
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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):
Not applicable.
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
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
1,460,091,128 shares
$8,599,158,182
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
1,460,091,128 shares
$8,599,158,182
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):
114,752,755 shares
$1,121,622,971
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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): $8,599,158,182
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +1,121,622,971
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -7,389,358,896*
(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): $2,331,422,257
(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 in (v) multiplied
by line (vi): $ 706,492
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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* Includes $566,728,940 of redemptions and repurchases of the
High Income Fund and Total Return Income Fund series of PIMCO
Advisors Funds (File Nos. 2-87203, 811-3881) during the period
October 1, 1996 through January 17, 1997, on which date such
series sold substantially all of their assets to, respectively,
the High Yield Fund and the Total Return Fund of PIMCO Funds,
in accordance with the no-action position taken by the SEC staff
in Kemper Total Return Fund (pub. avail. Feb. 6, 1995).
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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 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees of the Commission's
lockbox depository:
May 29, 1997
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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: May 29, 1997
*Please print the name and title of the signing officer below the signature.
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DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, D.C. 20005
May 30, 1997
PIMCO Funds
840 Newport Center Drive
Suite 360
Newport Beach, California 92660
Dear Sirs:
As counsel for PIMCO Funds (the "Trust"), during the Trust's
fiscal year ended March 31, 1997, we are familiar with the Trust's registration
under the Investment Company Act of 1940 and with 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
have also examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to
the Shares the registration of which is being made definite by the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Notice") being
filed by the Trust for its fiscal year ended March 31, 1997, assuming such
Shares were sold at the public offering price and delivered by the Trust against
receipt of the net asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, duly and validly authorized, legally and validly issued, and
fully paid and non-assessable by the Trust.
We consent to the filing of this opinion in connection with
the Notice on Form 24F-2 to be filed by the Trust with the Securities and
Exchange Commission for the Trust's fiscal year ended March 31, 1997.
Very truly yours,
/s/ Dechert Price & Rhoads
