As filed with the Securities and Exchange Commission on July 9, 1998
Securities Act File No. 333-48119
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. /__/
Post-Effective Amendment No. 1 /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)
(714) 760-4867
(Registrant's Area Code and Telephone Number)
R. Wesley Burns
Pacific Investment Management Company
840 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
With copies to:
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<S> <C> <C>
Newton B. Schott, Jr., Esq. Robert W. Helm, Esq. Joseph B. Kittredge, Esq.
PIMCO Funds Distributors LLC Dechert Price & Rhoads Ropes & Gray
2187 Atlantic Street 1775 Eye Street, N.W. One International Place
Stamford, Connecticut 06902 Washington, D.C. 20006 Boston, Massachusetts 02110
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It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
Title of Securities Being Registered: Class A, Class B, and Class C shares of
beneficial interest of the registrant's PIMCO Municipal Bond Fund. No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940.
Pursuant to Rule 429 under the Securities Act of 1933, this registration
statement relates to shares of beneficial interest previously registered on Form
N-1A (File No. 33-12113).
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EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion and consent
of counsel supporting the tax matters and consequences to shareholders of the
reorganization, as required by Item 16(12) of Form N-14. Parts A and B to this
Registration Statement are incorporated by reference to the definitive proxy
statement/prospectus filed on EDGAR on April 27, 1998 (File No. 333-48119), and
the definitive Statement of Additional Information filed on EDGAR on April 28,
1998 (File No. 333-48119).
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PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article IV of the Registrant's Declaration of
Trust, which was filed with the Registrant's initial Registration
Statement on Form N-1A and refiled as an exhibit to Post-Effective
Amendment No. 37 to such Registration Statement, and which is
incorporated by reference herein.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by trustees, officers or
controlling persons of the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such
trustees, officers or controlling persons in connection with the
shares being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issues.
Item 16. Exhibits
(1) (i) Form of Declaration of Trust of Registrant7/
(ii) Form of Amended and Restated Establishment and
Designation of Series of Shares of Beneficial
Interest, Par Value $0.0001 Per Share8/
(2) Form of By-laws of Registrant7/
(3) Not Applicable
(4) Form of Agreement and Plan of Reorganization*
(5) See Exhibits 1 and 2.
(6) (i) Form of Investment Advisory Contract7/
(ii) Form of Amendment to Investment Advisory Contract7/
(iii) Form of Supplement to Investment Advisory Contract
Relating to StocksPLUS Short Strategy Fund2/
(iv) Form of Supplement to Investment Advisory Contract
Relating to Balanced Fund3/
(v) Form of Supplement to Investment Advisory
Contract Relating to Global Bond Fund II5/
(vi) Form of Supplement to Investment Advisory
Contract Relating to Real Return Bond Fund5/
(vii) Supplement to Investment Advisory Contract Relating
to Low Duration Mortgage, Total Return Mortgage,
Emerging Markets Bond and Emerging Markets
Bond II Funds6/
(viii) Supplement to Investment Advisory Contract Relating
to Municipal Bond Fund9/
(7) Form of Amended and Restated Distribution Contract9/
(8) Not Applicable
(9) Form of Custodian Agreement7/
(10) (i) Form of Distribution and Servicing Plan for Class A
Shares4/
(ii) Form of Distribution and Servicing Plan for Class B
Shares4/
(iii) Form of Distribution and Servicing Plan for
Class C Shares4/
(iv) Form of Amended and Restated Distribution Plan
for Administrative Class Shares7/
(v) Form of Amended and Restated Administrative
Services Plan for Administrative Class Shares7/
(vi) Form of Amended and Restated Multi-Class Plan9/
(11) Opinion and Consent of Counsel10/
(12) Opinion and Consent of Counsel supporting tax matters and
consequences.
(13) (i) Form of Transfer Agency Agreement7/
(ii) Form of Transfer Agency Agreement with Shareholder
Services, Inc.1/
(iii) Form of Amended and Restated Administration
Agreement9/
(iv) Form of Shareholder Servicing Agreement9/
(14) Consents of Independent Auditors11/
(15) Not Applicable
(16) Powers of Attorney10/
(17) Not Applicable
------------------------------------
1/ Filed with Post-Effective Amendment No. 33 to the Registration
Statement of PIMCO Advisors Funds (File No. 2-87203) on November 30,
1995.
2/ Filed with Post-Effective Amendment No. 27 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on January 16, 1996.
3/ Filed with Post-Effective Amendment No. 28 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on April 1, 1996.
4/ Filed with Registration Statement on Form N-14 (File No. 333-12871) on
September 27, 1996.
5/ Filed with Post-Effective Amendment No. 33 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on January 13, 1997.
6/ Filed with Post-Effective Amendment No. 36 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on July 11, 1997.
7/ Filed with Post-Effective Amendment No. 37 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on November 17, 1997.
8/ Filed with Post-Effective Amendment No. 39 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on December 31, 1997.
9/ Filed with Post-Effective Amendment No. 40 to the Registration
Statement of PIMCO Funds (File No. 33-12113) on March 13, 1998.
10/ Filed with the initial Registration Statement on Form N-14 (File No.
333-48119) on March 17, 1998.
11/ Filed with Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-14 (File No. 333-48119) on April 21, 1998.
* Filed as Appendix "A" to the Proxy Statement/Prospectus.
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the meaning
of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used until the
amendment is effective, and that, in determining any liability under
the 1933 Act, each post-effective amendment shall be deemed to be a
new registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 1 to its Registration Statement on Form N-14
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 1 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 8th day of July, 1998.
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 July 8, 1998
Guilford C. Babcock*
____________________________ Trustee July 8, 1998
Thomas P. Kemp*
____________________________ Trustee July 8, 1998
Brent R. Harris*
____________________________ Trustee July 8, 1998
William J. Popejoy*
____________________________ Trustee July 8, 1998
Vern O. Curtis*
____________________________ Trustee and July 8, 1998
R. Wesley Burns* President (Principal
Executive Officer)
____________________________ Treasurer July 8, 1998
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 the initial Registration Statement
on Form N-14 (File No. 333-48119) on March 17, 1998.
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EXHIBIT INDEX
Exhibit No. Exhibit Name
12 Opinion and Consent of Counsel supporting tax
matters and consequences
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
FAX: (617) 951-7050
June 26, 1998
PIMCO Municipal Bond Fund
- --PIMCO Funds: Pacific Investment Management Series
PIMCO Tax Exempt Fund
- --PIMCO Funds: Multi-Manager Series
840 Newport Center Drive
Newport Beach, CA 92660
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization dated as of April 7, 1998 (the "Agreement"), between PIMCO
Municipal Bond Fund ("Acquiring Fund"), a series of PIMCO Funds: Pacific
Investment Management Series ("PIMS"), a Massachusetts business trust, and PIMCO
Tax Exempt Fund ("Target Fund"), a series of PIMCO Funds: Multi-Manager Series,
a Massachusetts business trust. The Agreement describes a proposed transaction
(the "Transaction") to occur on or about June 30, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund. This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 8(g), (h) and 9(g) of the Agreement. Capitalized terms not defined
herein are defined in the Agreement.
Target Fund is a series of PIMCO Funds: Multi-Manager Series which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company. Shares of Target Fund are
redeemable at net asset value at each shareholder's option. Since its inception
Target Fund has continuously elected and qualified to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a series of PIMCO Funds: Pacific Investment Management
Series which is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's option.
For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):
1. Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.
2. The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor. The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").
3. None of the compensation received by any shareholder-employees of Target
Fund, if any, will be separate consideration for, or allocable to, any of their
Target Fund Shares; none of the Acquiring Fund Shares received by any Target
Fund shareholder-employees will be separate consideration for, or allocable to,
any employment; and the compensation paid to any Acquiring Fund or Target Fund
shareholder-employees, if any, will be for services actually rendered and will
be commensurate with amounts paid to third parties bargaining at arm's length
for similar services.
4. There is no plan or intention by any Target Fund shareholder who owns 5%
or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date. For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.
5. Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.
6. Acquiring Fund will acquire at least 90 percent of the fair market value
of the net assets and at least 70 percent of the fair market value of the gross
assets held by Target Fund immediately prior to the Transaction. For purposes of
this representation, (a) amounts paid by Target Fund, out of the assets of
Target Fund, to Target Fund shareholders in redemption of Target Fund Shares,
where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid
fund-level tax (including for this purpose any dividends referred to in
representation 17 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction. Furthermore, to the best of the knowledge of the managements of
each of Acquiring Fund and Target Fund, this representation will remain true
even if the amounts, if any, that Acquiring Fund pays after the Transaction to
Acquiring Fund shareholders who are former Target Fund shareholders in
redemption of Acquiring Fund Shares received in exchange for Target Fund Shares,
where such redemptions, if any, appear to be initiated by such shareholders in
connection with or as a result of the Agreement or the Transaction, are
considered to be assets of Target Fund that were not transferred to Acquiring
Fund.
7. Immediately after the Transaction, the shareholders of Target Fund will
be in control of Acquiring Fund within the meaning of Section 304(c) of the
Code.
8. The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.
9. The total adjusted basis of the assets of Target Fund transferred to
Acquiring Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.
10. In the Transaction Target Fund will transfer to Acquiring Fund at least
50% of its historic business assets (see definition below).
11. Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund. Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund. That
is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the
Agreement or Transaction. In making this determination, dispositions made in the
ordinary course of Acquiring Fund's business as an open-end investment company
(i.e., dispositions made in the ordinary course of business and independent of
the Transaction) shall not be taken into account. In addition, following the
Transaction, Acquiring Fund will continue the historic business of Target Fund
as an open-end investment company that seeks high current income exempt from
federal income tax, consistent with preservation of capital.
12. At the time of the Transaction, Acquiring Fund will not have
outstanding any warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire stock in Acquiring Fund that,
if exercised or converted, would affect the Target Fund shareholders'
acquisition or retention of control of Acquiring Fund as defined in Section
304(c) of the Code.
13. Acquiring Fund has no plan or intention to sell or otherwise dispose of
any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (i.e., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund. For purposes of this representation, Realignment
Dispositions made by Target Fund, if any, will be considered to have been made
by Acquiring Fund.
14. The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund. For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.
15. The purpose of the Transaction is to offer shareholders of the Target
Fund an opportunity to continue to participate in a professionally managed
portfolio consisting primarily of municipal bonds with the benefit of lower
total fund operating expenses and lower investment management fees.
16. All fees and expenses incurred by Target Fund in connection with the
consummation of the Transaction will be paid by Target Fund up to an amount
equal to $24,241. All fees and expenses incurred by Acquiring Fund in connection
with the consummation of the Transaction and all fees and expenses in excess of
$24,241 incurred by Target Fund in connection with the consummation of the
Transaction will be paid by PIMCO Advisors L.P. All such fees and expenses
incurred and borne by either of Target Fund or PIMCO Advisors L.P. shall be
solely and directly related to the Transaction and shall be paid directly by
Target Fund and PIMCO Advisors L.P., as the case may be, to the relevant
providers of services or other payees, in accordance with the principles set
forth in Rev. Rul. 73-54, 1973-1 C.B. 187.
Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.
17. For federal income tax purposes, since its inception Target Fund has
continuously elected and qualified to be treated as a regulated investment
company under Subchapter M of the Code and Section 368(a)(2)(F)(i) and (iii) of
the Code, and the provisions of Sections 851 through 855 of the Code apply to
Target Fund for its current taxable year beginning July 1, 1997 and will
continue to apply to it through the Exchange Date.
In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending June 30, 1997 and the short taxable period
beginning on July 1, 1997 and ending on the Exchange Date. Such dividends will
be made to ensure continued qualification of Target Fund as a regulated
investment company for tax purposes and to eliminate fund-level tax.
18. For federal income tax purposes, since its inception Acquiring Fund has
continuously elected and qualified to be treated as a regulated investment
company under Subchapter M of the Code and Section 368(a)(2)(F)(i) and (iii) of
the Code, and the provisions of Section 851 through 855 of the Code apply to
Acquiring Fund for its current taxable year beginning April 1, 1998 and will
continue to apply to it through the Exchange Date.
19. There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.
20. Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.
21. Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.
Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a reorganization within the meaning of
Section 368(a) of the Code. Acquiring Fund and Target Fund will each
be a "party to a reorganization" within the meaning of Section 368(b)
of the Code;
(ii) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund;
(iii)No gain or loss will be recognized by the Target Fund shareholders
upon the exchange of their Target Fund Shares for Acquiring Fund
Shares;
(iv) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor;
(v) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets on the Exchange
Date;
(vi) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(vii)The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer; and
(viii) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund.
Very truly yours,
/s/ Ropes & Gray
