<PAGE>
June 21, 1996
Dear Shareholder:
The enclosed proxy materials relate to a special
meeting of the Balanced Fund ("Fund"), a series of
PIMCO Funds: Equity Advisors Series ("Trust"), to be held
July 22, 1996 at 10:00 a.m., Pacific time, at 840 Newport
Center Drive, Newport Beach, California 92660.
The primary purpose of this meeting is to seek
shareholder approval of addenda to Portfolio Management
Agreements ("Addenda") under which Cadence Capital
Management ("Cadence") and NFJ Investment Group ("NFJ")
would replace Parametric Portfolio Associates ("Parametric")
and become Portfolio Managers to the portion of the assets
of the Fund allocated for investment in common stock
following Parametric's resignation as Portfolio Manager to
the Fund. Under the proposed Addenda, Cadence and NFJ would
be compensated by PIMCO Advisors, L.P. ("PIMCO Advisors"),
the Fund's investment adviser, and not the Fund. The
proposed Addenda will not increase the advisory fees paid by
the Fund.
Cadence and NFJ, investment management affiliates of
PIMCO Advisors, currently serve as Portfolio Managers to
other funds of the Trust. Cadence manages the Cadence
Capital Appreciation, Mid Cap Growth, Micro Cap Growth and
Small Cap Growth Funds of the Trust. As of April 30, 1996,
Cadence managed approximately $2.7 billion in assets. NFJ
manages the NFJ Equity Income, Diversified Low P/E and Small
Cap Value Funds of the Trust. As of April 30, 1996, NFJ
managed approximately $1.6 billion in assets.
I am very pleased to present both Cadence and NFJ for
your approval. I believe that both will be excellent
complements to Pacific Investment Management Company
("PIMCO"), Portfolio Manager to the portion of the assets of
the Fund allocated for investment in fixed income
securities. I also wish to thank Parametric for its service
to the Fund, and for its continued service to the Parametric
Enhanced Equity Fund of the Trust.
The Board of Trustees has concluded that the proposed
Addenda are in the best interests of the Fund and its
shareholders and recommends that you vote FOR these
proposals, which are described in more detail in the
enclosed proxy statement. Please take the time to review
the enclosed proxy statement and vote your shares today by
signing and returning the enclosed proxy. Thank you for
your attention to this matter and for your continuing
investment in the Fund.
Sincerely,
/S/ William D. Cvengros
William D. Cvengros
President
<PAGE>
PIMCO FUNDS: EQUITY ADVISORS SERIES
840 Newport Center Drive
Newport Beach, California 92660
____________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
of the Balanced Fund
July 22, 1996
____________________
To the Shareholders of the Balanced Fund:
Notice is hereby given that a Special Meeting of
Shareholders (the "Meeting") of the Balanced Fund (the
"Fund") of PIMCO Funds: Equity Advisors Series (the
"Trust"), a Massachusetts business trust, will be held at
10:00 a.m., Pacific time, on July 22, 1996 at 840 Newport
Center Drive, Newport Beach, California 92660 for the
following purposes:
I. To consider and vote on approval of the following:
A. An addendum to the Trust's Portfolio Management
Agreement with Cadence Capital Management ("Cadence"),
on behalf of the Fund, under which Cadence would serve
as one of the Portfolio Managers to replace the
existing Portfolio Manager of the portion of the
assets of the Fund allocated for investment in common
stock ("Common Stock Segment").
B. An addendum to the Trust's Portfolio Management
Agreement with NFJ Investment Group ("NFJ"), on behalf
of the Fund, under which NFJ would serve as one of the
Portfolio Managers to replace the existing Portfolio
Manager of the Common Stock Segment of the Fund.
II. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business
on June 7, 1996 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. You are cordially
invited to attend the Meeting. All shareholders are
requested to complete, sign and return the enclosed proxy
promptly. The enclosed proxy is being solicited on behalf
of the Board of Trustees of the Trust.
PLEASE RESPOND-YOUR VOTE IS IMPORTANT. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND
MAIL THE PROXY IN THE ENVELOPE PROVIDED.
By Order of the Board of Trustees
/s/ Garlin G. Flynn
Garlin G. Flynn, Secretary
Newport Beach, California
June 21, 1996
<PAGE>
___________________
PROXY STATEMENT
___________________
PIMCO FUNDS: EQUITY ADVISORS SERIES
840 Newport Center Drive
Newport Beach, California 92660
Special Meeting of Shareholders of
the Balanced Fund
July 22, 1996
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with
the solicitation of proxies on behalf of the Board of
Trustees of PIMCO Funds: Equity Advisors Series (the
"Trust"), a Massachusetts business trust, for use at a
special meeting of shareholders (the "Meeting") of the
Balanced Fund (the "Fund") of the Trust to be held at 10:00
a.m., Pacific time, on July 22, 1996 at 840 Newport Center
Drive, Newport Beach, California 92660, and at any
adjournment thereof, for the purposes set forth in the
accompanying Notice of Meeting ("Notice"). The date of the
first mailing of this proxy statement was on or about June
21, 1996.
The Annual Report of the Trust, including audited
financial statements for its last fiscal year ended October
31, 1995, and the Semi-Annual Report as of December 31,
1995, have previously been sent to shareholders. Copies of
the reports are available without charge upon request to the
Trust by calling (800) 927-4648 or by writing to the above
address.
Shareholders of record at the close of business on June
7, 1996 (the "Record Date") are entitled to notice of, and
to vote at, the Meeting. Each shareholder is entitled to
one vote for each full share and an appropriate fraction of
a vote for each fractional share held. Shares represented
by timely and properly executed proxies will be voted as
specified. Executed proxies that are unmarked will be voted
in favor of the proposals set forth in the attached Notice.
A proxy may be revoked at any time prior to its exercise by
written notice, by execution of a subsequent proxy, or by
voting in person by attending the Meeting. However,
attendance at the Meeting alone will not serve to revoke the
proxy.
Shares held by shareholders present in person or
represented by proxy at the Meeting will be counted both for
the purpose of determining the presence of a quorum and for
calculating the votes cast on the issues before the Meeting.
Abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have
discretionary power) will be counted for quorum purposes.
However, abstentions and non-votes will have the same effect
as a negative vote on the issues presented for
consideration.
<PAGE>
2
As of the close of business on the Record Date, the
Fund had 7,021,479.50 shares of beneficial interest
outstanding. As of the that date, the Trustees and officers
of the Trust as a group owned of record and beneficially
less than 1% of the Fund's shares. As of the close of
business on the Record Date, the following persons
beneficially owned 5% or more of the outstanding shares of
the Fund:
<TABLE>
<CAPTION>
Name and Address of Amount of Beneficial Percent of
Beneficial Owner Ownership Outstanding Shares
<S> <C> <C>
Pacific Mutual Life Insurance Company 1,362,417.44 19.40%
FBO Hoag Memorial Hospital Presbyterian
700 Newport Center Drive
Newport Beach, CA 92660
Pacific Mutual Life Insurance Company 1,077,034.14 15.34%
FBO California Race Track Association
700 Newport Center Drive
Newport Beach, CA 92660
Pacific Mutual Life Insurance Company 1,034,022.03 14.73%
700 Newport Center Drive
Newport Beach, CA 92660
Key Trust Company 759,605.69 10.82%
FBO Multicare P&G
P.O. Box 94871
Cleveland, OH 44101-4871
Trustees of the Redlands Community Hospital 639,729.01 9.11%
350 Terracina Blvd.
Redlands, CA 92373-4850
Pacific Mutual Life Insurance Company 614,402.77 8.75%
FBO Wescom Credit Union
700 Newport Center Drive
Newport Beach, CA 92660
Pacific Mutual Life Insurance Company 427,864.55 6.09%
FBO Dominguez Water Corporation
700 Newport Center Drive
Newport Beach, CA 92660
</TABLE>
In the event that a quorum is present at the Meeting,
but sufficient votes to approve a proposal are not received,
the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented
at the Meeting in person or by proxy. Unless otherwise
instructed, the persons named as proxies will vote proxies
in favor of such an adjournment. A shareholder vote may be
taken on one or both of the proposals in this proxy
statement prior to any such adjournment if sufficient votes
have been received for approval.
<PAGE>
3
Approval of each proposal requires a vote of 67% or
more of the voting securities present at the Meeting, if the
holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy
at the Meeting; or the vote of more than 50% of the
outstanding voting securities of the Fund, whichever is less
("Majority Shareholder Vote").
The costs of the Meeting, including the solicitation of
proxies, will be paid by the Fund's investment adviser,
PIMCO Advisors, L.P. ("PIMCO Advisors" or the "Adviser"),
whose address is 800 Newport Center Drive, Newport Beach,
California 92660. The principal solicitation of the
proxies will be by mail, but proxies also may be solicited
by telephone or personal interview by officers or agents of
the Trust, or by proxy solicitation firms retained by the
Adviser.
PROPOSALS I.A. & I.B.
APPROVAL OF ADDENDA TO THE
PORTFOLIO MANAGEMENT AGREEMENTS
Introduction
At a meeting held on May 10, 1996, the Board of
Trustees approved addenda to the Portfolio Management
Agreements ("Addenda") between PIMCO Advisors and two
existing Portfolio Managers of other funds of the Trust to
replace the current Portfolio Manager of the portion of the
Fund allocated to investment in common stock ("the Common
Stock Segment"). Subject to approval by the Fund's
shareholders, it is proposed that Cadence Capital Management
("Cadence") and NFJ Investment Group ("NFJ") assume
responsibility for the management of the Common Stock
Segment following the resignation of the current Portfolio
Manager, Parametric Portfolio Associates ("Parametric").
The proposed Addenda are a result of a review of overall
Fund performance by the Asset Allocation Committee of PIMCO
Advisors. The proposed combination of Portfolio Managers
adds diversification and the potential for improved
performance. Allocation of the Common Stock Segment between
the proposed Portfolio Managers will vary from time to time
as determined by the Adviser.
Parametric has served as Portfolio Manager of the
Common Stock Segment of the Fund since commencement of the
Fund's operations in June 1992, pursuant to a Portfolio
Management Agreement ("Parametric Agreement") between PIMCO
Advisors and Parametric. The Parametric Agreement, dated
November 15, 1994, was originally approved by the Board of
Trustees, including a majority of Trustees who are not
interested parties to PIMCO Advisors or Parametric, at its
meeting held on August 12, 1994, and by shareholders of the
Fund at a special meeting of shareholders on October 26,
1994. Parametric has resigned its position as Portfolio
Manager of the Common Stock Segment of the Fund effective as
of the latter of August 1, 1996 or such time as a
replacement Portfolio Manager is appointed by the Board of
Trustees and approved by the shareholders. Parametric will
continue to serve as Portfolio Manager to the Parametric
Enhanced Equity Fund of the Trust.
The Common Stock Segment of the Balanced Fund is
currently managed in accordance with the investment policies
of the Parametric Enhanced Equity Fund. The Enhanced Equity
Fund seeks to provide a total return which equals or exceeds
the total return performance of an index that represents the
performance of a reasonably broad spectrum of common stocks
that are publicly traded in the United States. In pursuing
this objective, the Enhanced Equity Fund
<PAGE>
4
attempts to equal or exceed the total return performance
of the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"). Parametric uses quantitative techniques
to construct a portfolio that consists of some, but not all,
of the common stocks that are represented in the S&P 500.
For services provided under the Parametric Agreement,
PIMCO Advisors pays Parametric a portfolio management fee,
payable monthly, based on an annual rate of .45% of the
average daily net assets of the Common Stock Segment of the
Fund. PIMCO Advisors pays Parametric this fee out of the
advisory fee that it receives from the Fund. For the fiscal
year ended October 31, 1995, PIMCO Advisors paid Parametric
$234,767 for its services. PIMCO Advisors does not incur
any obligation to pay Parametric under the Parametric
Agreement upon termination of the Parametric Agreement.
Under the proposed Addenda, PIMCO Advisors will pay the
new Portfolio Managers the same portfolio management fee,
payable monthly, based on an annual rate of .45% of the
average daily net assets of the portion of the Common Stock
Segment of the Fund allocated to each Portfolio Manager.
PIMCO Advisors will continue to pay the Portfolio Managers
this fee out of the advisory fee that it receives from the
Fund. Accordingly, shareholders of the Fund are not
anticipated to incur any additional fees as a result of
the proposed change.
The Addenda as approved by the Board of Trustees are
now submitted for approval by the shareholders of the Fund.
Provisions of the Portfolio Management Agreements, which
will not change as a result of the Addenda, are set forth
below under the heading "Portfolio Management Agreements."
Descriptions of the Portfolio Managers are set forth under
the headings "Cadence Capital Management" and "NFJ
Investment Group." Forms of the Addenda are attached hereto
as Exhibit A.
Portfolio Management Agreements
The Portfolio Management Agreements require the
Portfolio Managers to provide, subject to the supervision of
the Adviser, a continuous investment program for the Fund,
including investment research and management with respect to
all securities and investments and cash equivalents in the
Fund, in accordance with the Fund"s investment objectives,
policies, and restrictions. The Portfolio Managers will
determine from time to time what securities and other
investments will be purchased, retained, or sold by the Fund
and will place orders pursuant to their investment
determinations.
Pursuant to the Portfolio Management Agreements, the
Portfolio Managers are not subject to liability to the Fund
for, or subject to, any damages, expenses, or losses to the
Fund in connection with or arising out of any services
rendered under the Portfolio Management Agreements, except
by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Portfolio Managers'
duties, or by reason of reckless disregard of their
obligations and duties under the Portfolio Management
Agreements.
Each of the Portfolio Management Agreements will
terminate automatically in the event of its assignment. In
addition, each may be terminated by PIMCO Advisors upon 60
days' written notice to the Portfolio Manager, by the
Portfolio Manager upon 60 days' written notice to the Trust,
and by the Trust upon the vote of a majority of the Trust's
Board of Trustees or a Majority Shareholder Vote of the
Fund, upon 60 days' written notice to the Portfolio Manager.
<PAGE>
5
The Portfolio Management Agreements with Cadence and
NFJ, dated November 15, 1994, were originally approved by
the Board of Trustees, including a majority of Trustees who
are not interested parties to PIMCO Advisors, Cadence, or
NFJ at its meeting held on August 12, 1994, and by
shareholders of the appropriate funds at a special meeting
of shareholders on October 26, 1994. The special meeting of
shareholders of the Trust was held to consider and vote on
approval of various matters relating to the consolidation of
Pacific Financial Asset Management Corporation ("PFAMCo")
and certain of PFAMCo's subsidiaries with Thomson Advisory
Group ("TAG").
If the Addenda are approved by a Majority Shareholder
Vote, Cadence and NFJ will become the new Portfolio Managers
of the Common Stock Segment of the Fund effective August 1,
1996. The Portfolio Management Agreements, as amended by
the Addenda, will remain in force until November 15, 1996
and from year to year thereafter, provided that such
continuance is approved annually by the Board of Trustees or
by a Majority Shareholder Vote, and in either event, by a
majority of the Trustees who are not interested persons of
any party to the Portfolio Management Agreements at a
meeting called for the purpose of voting on such approval.
PROPOSAL I.A. - ADDENDUM TO THE PORTFOLIO MANAGMENT
AGREEMENT BETWEEN PIMCO ADVISORS AND CADENCE
Cadence Capital Management
Cadence is an investment management firm organized as a
general partnership with two partners: PIMCO Advisors as
the supervisory partner, and Cadence Capital Management,
Inc. as the managing partner. Cadence is located at
Exchange Place, 53 State Street, Boston, Massachusetts
02109. Cadence Capital Management Corporation, the
predecessor investment adviser to Cadence, commenced
operations in 1988. Accounts managed by Cadence had
combined assets of $2.7 billion as of April 30, 1996.
Cadence serves as Portfolio Manager to four additional
funds of the Trust: Cadence Capital Appreciation Fund,
Cadence Mid Cap Growth Fund, Cadence Micro Cap Growth Fund
and Cadence Small Cap Growth Fund (the "Cadence Funds").
If the Addendum is approved, the portion of the Common
Stock Segment of the Fund allocated to Cadence will be
managed in accordance with the investment policies of the
Cadence Capital Appreciation Fund. The Capital Appreciation
Fund invests primarily in common stocks of companies that
have improving fundamentals (such as growth of earnings and
dividends) and whose stock is reasonably valued by the
market. Stocks for the Capital Appreciation Fund are chosen
from companies with market capitalizations of at least $100
million at the time of investment. Each issue is screened
and ranked using five distinct computerized models, including:
(1)a dividend growth screen,(2)an equity growth screen,(3) an
earnings growth screen, (4) an earnings momentum screen, and
(5) an earnings surprise screen. Cadence believes that the
models identify the stocks in the universe exhibiting growth
characteristics with reasonable valuations. Stocks are
replaced when they score worse-than-median screen ranks,
have negative earnings surprises, or show poor relative
price performance. The universe is rescreened frequently
to obtain a favorable composition of growth and value
characteristics for the entire Capital Appreciation Fund.
<PAGE>
6
David B. Breed and William B. Bannick are primarily
responsible for the day-to-day management of the Cadence
Funds. Mr. Breed, Managing Director, Chief Executive
Officer and founding partner of Cadence, has 23 years of
investment management experience. He has been the driving
force in developing the firm's growth-oriented stock
screening and selection process. Mr. Breed graduated from
the University of Massachusetts and received his MBA from
the Wharton School of Business. He is a Chartered Financial
Analyst. Mr. Bannick, Managing Director and Executive Vice
President of Cadence, has 11 years of investment management
experience, formerly serving as Executive Vice President of
George D. Bjurman & Associates. He graduated from the
University of Massachusetts and received his MBA from Boston
University. Mr. Bannick is a Chartered Financial Analyst.
See Exhibit B for a list of directors and officers of
PIMCO Advisors, Cadence's supervisory partner, and Exhibit C
for a list the principal executive officers of Cadence.
Exhibit C also sets forth the registered investment
companies that are comparable to the Fund for which Cadence
serves as investment adviser, including the fees payable by
such investment companies and their approximate net assets.
The Trustees' Recommendation
In approving the Addendum and recommending approval to
shareholders, the Board of Trustees, including the Trustees
who are not interested persons of PIMCO Advisors or Cadence,
considered various matters and materials provided by PIMCO
Advisors. Information considered by the Trustees included,
among other things: (1) the compensation to be received by
Cadence and the fairness of such compensation; (2) the
nature and quality of the services anticipated to be
rendered; (3) performance information for other funds
managed by Cadence; (4) Cadence's investment style and
philosophy; and (5) portfolio management fees paid to the
prior portfolio manager.
Accordingly, the Board of Trustees, including the
Trustees who are not interested persons of any party to the
Portfolio Management Agreement, recommends approval of the
Addendum between PIMCO Advisors and Cadence.
PROPOSAL I.B. - ADDENDUM TO THE PORTFOLIO MANAGMENT
AGREEMENT BETWEEN PIMCO ADVISORS AND NFJ
NFJ Investment Group
NFJ is an investment management firm organized as a
general partnership with two partners: PIMCO Advisors as
the supervisory partner, and NFJ Management, Inc. as the
managing partner. NFJ is located at 2121 San Jacinto, Suite
1440, Dallas, Texas 75201. NFJ Investment Group, Inc., the
predecessor investment adviser to NFJ, commenced operations
in 1989. Accounts managed by NFJ had combined assets of
$1.6 billion as of April 30, 1996.
NFJ serves as Portfolio Manager to three additional
funds of the Trust: NFJ Equity Income Fund, NFJ Diversified
Low P/E Fund and the NFJ Small Cap Value Fund (the "NFJ
Funds").
<PAGE>
7
If the Addendum is approved, the portion of the Common
Stock Segment of the Fund allocated to NFJ will be managed
in accordance with the investment policies of the NFJ
Diversified Low P/E Fund. The Diversified Low P/E Fund
invests primarily in common stocks characterized by having
below-average P/E ratios relative to their industry group.
In selecting securities, NFJ classifies a universe of
approximately 2,000 stocks by industry, each of which has a
minimum market capitalization of $200 million at the time of
investment. The universe is then screened to find the
stocks with the lowest P/E ratios in each industry, subject
to application of quality and price momentum screens. The
stocks in each industry with the lowest P/E ratios that pass
the quality and price momentum screens are then selected for
the Diversified Low P/E Fund. Although quarterly rebalancing
is a general rule, replacements are made whenever an
alternative stock within the same industry has a significantly
lower P/E ratio than the current portfolio holdings.
Chris Najork is responsible for the day-to-day
management of the NFJ Diversified Low P/E Fund. Mr. Najork
is a Managing Director and founding partner of NFJ and has
27 years' experience encompassing equity research and
portfolio management. He received his bachelor's degree and
MBA from Southern Methodist University and is a Chartered
Financial Analyst.
See Exhibit B for a list of the directors and officers
of PIMCO Advisors, NFJ's supervisory partner, and Exhibit D
for a list of the principal executive officers of NFJ.
Exhibit D also sets forth the registered investment
companies that are comparable to the Fund for which NFJ
serves as investment adviser, including the fees payable by
such investment companies and their approximate net assets.
The Trustees' Recommendation
In approving the Addendum and recommending approval to
shareholders, the Board of Trustees, including the Trustees
who are not interested persons of PIMCO Advisors or NFJ,
considered various matters and materials provided by PIMCO
Advisors. Information considered by the Trustees included,
among other things: (1) the compensation to be received by
NFJ and the fairness of such compensation; (2) the nature
and quality of the services anticipated to be rendered; (3)
performance information for other funds managed by NFJ; (4)
NFJ's investment style and philosophy; and (5) portfolio
management fees paid to the prior portfolio manager.
Accordingly, the Board of Trustees, including the
Trustees who are not interested persons of any party to the
Portfolio Management Agreement, recommends approval of the
Addendum between PIMCO Advisors and NFJ.
PROPOSAL II.
OTHER MATTERS
The Trustees know of no business to be brought before
the Meeting other than as set forth above. If, however, any
other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed form of proxy
to vote On such matters in accordance with their best
judgment.
<PAGE>
8
Change of Non-Fundamental Investment Policies
Based upon recommendations by PIMCO Advisors, the Board
of Trustees also approved changes in investment policies of
the portion of the assets of the Fund allocated to fixed
income securities ("Fixed Income Securities Segment"), which
is managed by Pacific Investment Management Company
("PIMCO"). Effective September 15, 1996, and subject to
certain regulatory filings, the Fund will permit 10% of the
assets of the Fixed Income Securities Segment to be invested
in securities rated below investment grade, but rated B or
higher by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's ("S&P") or, if not rated by Moody's or
S&P, determined by PIMCO to be of comparable quality.
The Fund also will permit up to 20% of the assets of the
Fixed Income Securities Segment to be invested in securities
denominated in foreign currencies (and the Fund may invest
beyond this limit in U.S. dollar-denominated securities of
foreign issuers).
The changes in investment policies of the Fixed Income
Securities Segment of the Fund are not required by law to be
approved by shareholders. The changes are discussed above
for the purpose of permitting shareholders to consider the
overall policies of the Fund.
Other Service Providers
PIMCO serves as administrator to the Fund and to the
other funds of the Trust pursuant to an Administrative
Agreement dated August 16, 1995. PIMCO is located at 840
Newport Center Drive, Newport Beach, California 92660.
PIMCO Advisors Distribution Company, 2187 Atlantic Street,
Stamford, Connecticut 06902, distributes shares of the
Fund.
Proposals for Future Shareholder Meetings
The Trust does not intend to hold shareholder meetings
each year, but meetings may be called by the Trustees from
time to time. Proposals of shareholders that are intended
to be presented at a future shareholder meeting must be
received by the Trust a reasonable time prior to the Trust's
solicitation of proxies relating to such meeting.
YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY PROMPTLY.
By Order of the Trustees
/s/ Garlin G. Flynn
Garlin G. Flynn
Secretary
June 21, 1996
<PAGE>
A-1
EXHIBIT A
[FORM OF] ADDENDUM TO PORTFOLIO MANAGEMENT AGREEMENT
WITH CADENCE CAPITAL MANAGEMENT
The Portfolio Management Agreement, made the 15th day
of November, 1994 between PIMCO Advisors L.P. ("PIMCO
Advisors" or "Adviser"), a limited partnership, and Cadence
Capital Management ("Cadence" or "Portfolio Manager"), a
general partnership, (the "Agreement") is hereby amended by
the addition of the provisions set forth in this Addendum to
the Agreement, which is made this _____ day of _________,
1996.
WITNESSETH:
WHEREAS, PIMCO Funds: Equity Advisors Series, formerly
PIMCO Advisors Institutional Funds, (the "Trust") is
authorized to issue shares of beneficial interest in
separate series, with each such series representing
interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Trust currently consists of thirteen
series designated as the NFJ Equity Income Fund, NFJ
Diversified Low P/E Fund, NFJ Small Cap Value Fund,
Parametric Enhanced Equity Fund, Cadence Capital
Appreciation Fund, Cadence Small Cap Growth Fund, Cadence
Mid Cap Growth Fund, Cadence Micro Cap Growth Fund, Balanced
Fund, Columbus Circle Investors Core Equity Fund, Columbus
Circle Investors Mid Cap Equity Fund, Blairlogie Emerging
Markets Fund and Blairlogie International Active Fund (each
a "Fund"); and
WHEREAS, the Trust has retained PIMCO Advisors to
render management services to the Funds pursuant to an
Investment Advisory Agreement dated as of November 15, 1994,
and such Agreement authorizes the Adviser to engage
Portfolio Managers to discharge the Adviser's
responsibilities with respect to the management of the
Funds; and
WHEREAS, the Adviser has retained Cadence to furnish
investment advisory services to the Capital Appreciation
Fund, the Small Cap Growth Fund, the Mid Cap Growth Fund,
and the Micro Cap Growth Fund pursuant to the Agreement; and
WHEREAS, PIMCO Advisors desires to retain Cadence as
Portfolio Manager for the Common Stock Segment of the
Balanced Fund; and
WHEREAS, Cadence is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises
and covenants contained in this Addendum, it is agreed
between the parties hereto as follows:
1. In addition to its responsibilities as specified
in the Agreement, the Trust hereby appoints
Cadence to act as Portfolio Manager with respect
to the Common Stock Segment of the Balanced Fund,
which, in addition to the Capital Appreciation
Fund, the Small Cap Growth Fund, the Mid Cap
Growth Fund, and the Micro Cap Growth Fund, shall
each be deemed one of the Funds under the
Agreement as provided in paragraph one (1),
subject to the terms and conditions as specified
<PAGE>
A-2
in the Agreement, including paragraph five (5),
"Compensation," as amended by this Addendum.
2. Paragraph five (5) ("Compensation") of the Agreement is
amended by adding the following underscored language to
paragraph five (5), which is restated as follows:
"5. Compensation. For the services
provided, the Adviser will pay the Portfolio
Manager a fee accrued and computed daily and,
payable monthly, based on the average daily
net assets of the Fund at the annual rate of
.45% of the average daily net assets of each
of the Capital Appreciation Fund, the Mid Cap
Growth Fund and the portion of the Common
Stock Segment of the Balanced Fund allocated
to Cadence, at the annual rate of 1.00% of
the average daily net assets of the Small Cap
Growth Fund, and at the annual rate of 1.25%
of the average daily net assets of the Micro
Cap Growth Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum to be executed by their officers designated below
on the date written above.
PIMCO ADVISORS, L.P.
________________________ By: ________________________________
ATTEST Name: William D. Cvengros
Name: Title: CEO and President
Title:
CADENCE CAPITAL MANAGEMENT
_______________________ By: ________________________________
ATTEST Name: David B. Breed
Name: Title: CEO and Managing Director
Title:
<PAGE>
A-3
[FORM OF] ADDENDUM TO PORTFOLIO MANAGEMENT AGREEMENT
WITH NFJ INVESTMENT GROUP
The Portfolio Management Agreement, made the 15th day
of November, 1994 between PIMCO Advisors L.P. ("PIMCO
Advisors" or "Adviser"), a limited partnership, and NFJ
Investment Group ("NFJ" or "Portfolio Manager"), a general
partnership, (the "Agreement") is hereby amended by the
addition of the provisions set forth in this Addendum to the
Agreement, which is made this ____ day of ______________,
1996.
WITNESSETH:
WHEREAS, PIMCO Funds: Equity Advisors Series, formerly
PIMCO Advisors Institutional Funds, (the "Trust") is
authorized to issue shares of beneficial interest in
separate series, with each such series representing
interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Trust currently consists of thirteen
series designated as the NFJ Equity Income Fund, NFJ
Diversified Low P/E Fund, NFJ Small Cap Value Fund,
Parametric Enhanced Equity Fund, Cadence Capital
Appreciation Fund, Cadence Small Cap Growth Fund, Cadence
Mid Cap Growth Fund, Cadence Micro Cap Growth Fund, Balanced
Fund, Columbus Circle Investors Core Equity Fund, Columbus
Circle Investors Mid Cap Equity Fund, Blairlogie Emerging
Markets Fund and Blairlogie International Active Fund (each
a "Fund"); and
WHEREAS, the Trust has retained PIMCO Advisors to
render management services to the Funds pursuant to an
Investment Advisory Agreement dated as of November 15, 1994,
and such Agreement authorizes the Adviser to engage
Portfolio Managers to discharge the Adviser's
responsibilities with respect to the management of the
Funds; and
WHEREAS, the Adviser has retained NFJ to furnish
investment advisory services to the Equity Income Fund,
Diversified Low P/E Fund, and Small Cap Value Fund pursuant
to the Agreement; and
WHEREAS, PIMCO Advisors desires to retain NFJ as
Portfolio Manager for the Common Stock Segment of the
Balanced Fund; and
WHEREAS, NFJ is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises
and covenants contained in this Addendum, it is agreed
between the parties hereto as follows:
1. In addition to its responsibilities as specified
in the Agreement, the Trust hereby appoints NFJ to
act as Portfolio Manager with respect to the
Common Stock Segment of the Balanced Fund, which,
in addition to the Equity Income Fund, the Small
Cap Value Fund, and the Diversified Low P/E Fund
shall each be deemed one of the Funds under the
Agreement as provided in paragraph one (1),
subject to the terms and conditions as specified
in the Agreement, including paragraph five (5),
"Compensation," as amended by this Addendum.
<PAGE>
A-4
2. Paragraph five (5) ("Compensation") of the Agreement is
amended by adding the following underscored language to
paragraph five (5), which is restated as follows:
"5. Compensation. For the services
provided, the Adviser will pay the Portfolio
Manager a fee accrued and computed daily and,
payable monthly, based on the average daily
net assets of the Fund at the annual rate of
.45% of the average daily net assets of each
of the Equity Income Fund, the Diversified
Low P/E Fund and the portion of the Common
Stock Segment of the Balanced Fund allocated
to NFJ, and at the annual rate of .60% of the
average daily net assets of the Small Cap
Value Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum to be executed by their officers designated below
on the date written above.
PIMCO ADVISORS, L.P.
_______________________ By: ________________________________
ATTEST Name: William D. Cvengros
Name: Title: CEO and President
Title:
NFJ INVESTMENT GROUP
_______________________ By: ________________________________
ATTEST Name: John L. Johnson
Name: Title: Managing Director
Title:
<PAGE>
B-1
EXHIBIT B
The directors and officers of PIMCO Advisors, L.P.
("PIMCO Advisors") are shown below. Unless otherwise
indicated, the business address of each such person is 800
Newport Center Drive, Newport Beach, California 92660.
<TABLE>
<CAPTION>
Name and Address Position with PIMCO Advisors
<S> <S>
William D. Cvengros Chief Executive Officer and President,
Member of Operating and Equity Boards
and Operating Committee
Walter E. Auch Member of Equity Board
6001 North 66th Plaza
Paradise Valley, Arizona 85253
David B. Breed Member of Operating Board
Exchange Place, 29th Floor
Boston, Massachusetts 02109
Donald A. Chiboucas Member of Operating Board
One Station Place, 8 South
Stamford, Connecticut 06902
Walter B. Gerken Chairman of Equity Board
William H. Gross Member of Operating and Equity Boards
840 Newport Center Drive
Newport Beach, California 92660
Brent R. Harris Member of Operating Board
840 Newport Center Drive
Newport Beach, California 92660
Amy M. Hogan Member of Operating Board
One Station Place, 8 South
Stamford, Connecticut 06902
Donald R. Kurtz Member of Equity Board
163 Davenport Drive
Stamford, Connecticut 06902
James F. McIntosh Member of Equity Board
14919 La Cumbre Drive
Pacific Palisades, California 90272
<PAGE>
B-2
Name and Address Position with PIMCO Advisors
Dean S. Meiling Member of Operating Board
840 Newport Center Drive
Newport Beach, California 92660
Donald K. Miller Member of Equity Board
588 Round Hill Road
Greenwich, Connecticut 06831
James F. Muzzy Member of Operating Board
840 Newport Center Drive
Newport Beach, California 92660
William F. Podlich Member of Operating and Equity Boards
840 Newport Center Drive
Newport Beach, California 92660
William C. Powers Member of Operating Board
840 Newport Center Drive
Newport Beach, California 92660
Glenn S. Schafer Member of Equity Board
700 Newport Center Drive
Newport Beach, California 92660
Irwin F. Smith Member of Operating and Equity Boards
One Station Place, 8 South and Operating Committee
Stamford, Connecticut 06902
Thomas C. Sutton Member of Equity Board
700 Newport Center Drive
Newport Beach, California 92660
William S. Thompson Chairman of Operating Board and
840 Newport Center Drive Member of Equity Board and Operating
Newport Beach, California 92660 Committee
Sharon A. Cheever Vice President - Legal, and
700 Newport Center Drive Assistant Secretary
Newport Beach, California 92660
Robert M. Fitzgerald Senior Vice President - Finance,
Chief Financial Officer and
Controller
John O. Leasure Senior Vice President
2187 Atlantic Street
Stamford, Connecticut 06902
<PAGE>
B-3
Name and Address Position with PIMCO Advisors
Michele Mitchell Vice President
Kenneth M. Poovey General Counsel and Board Secretary
Ernest L. Schmider Vice President - Legal, and Assistant
840 Newport Center Drive Secretary
Newport Beach, California 92660
Newton B. Schott, Jr. Senior Vice President - Legal,and
2187 Atlantic Street Secretary
Stamford, Connecticut 06902
Stephen J. Treadway Executive Vice President
2187 Atlantic Street
Stamford, Connecticut 06902
James Ward Vice President
Richard M. Weil Senior Vice President, Legal Counsel
</TABLE>
<PAGE>
C-1
EXHIBIT C
The principal executive officers of Cadence Capital
Management ("Cadence") are shown below. The business
address of each such person is Exchange Place, 53 State
Street, Boston, Massachusetts 02109.
<TABLE>
<CAPTION>
Name Position with Cadence
<S> <S>
David B. Breed, CFA Managing Director*, Chief Executive Officer and
Chief Investment Officer
William B. Bannick, CFA Managing Director*, Executive Vice President
and Senior Portfolio Manager
</TABLE>
* Managing Director is an officer's title and those who hold
it are not directors of the partnership.
Cadence receives investment advisory fees from the
following registered investment companies (or series
thereof):
<TABLE>
<CAPTION>
Approximate Net Assets
Investment Company As of April 30, 1996 Management Fee
(in millions) (annual rate)
<S> <C> <C>
PIMCO Funds: Equity Advisors Series
Cadence Capital Appreciation Fund $327.8 0.45%
Cadence Mid Cap Growth Fund 220.5 0.45%
Cadence Micro Cap Growth Fund 91.1 1.25%
Cadence Small Cap Growth Fund 55.9 1.00%
PIMCO Advisors Funds
Discovery Fund $64.6 0.375% first $200 million
0.350% on excess
</TABLE>
<PAGE>
D-1
EXHIBIT D
The principal executive officers of NFJ Investment
Group ("NFJ") are shown below. The business address of each
such person is 2121 San Jacinto, Suite 1440, Dallas, Texas
75201.
<TABLE>
<CAPTION>
Name Position with NFJ
<S> <S>
Ben J. Fischer, CFA Managing Director*
John L. Johnson, CFA Managing Director*
J. Chris Najork, CFA Managing Director*
</TABLE>
* Managing Director is an officer's title and those who hold
it are not directors of the partnership.
NFJ receives investment advisory fees from the
following registered investment companies (or series
thereof):
<TABLE>
<CAPTION>
Approximate Net Assets
Investment Company As of April 30, 1996 Management Fee
(in millions) (annual rate)
<S> <C> <C>
PIMCO Funds: Equity Advisors Series
NFJ Equity Income Fund $145.3 0.45%
NFJ Diversified Low P/E Fund 29.3 0.45%
NFJ Small Cap Value Fund 36.1 0.60%
PIMCO Advisors Funds
Value Fund $44.9 0.350%
Smith Barney Consulting
Group Capital Markets Funds
Small Cap Value Equity Portfolio $232.3 0.30%
Aquinas Funds Inc.
Aquinas Equity Income Fund $23.5 0.44%
Aquinas Balanced Fund $4.2 0.44%
The Common Fund $182.9 0.45%
</TABLE>
<PAGE>
Please vote, sign and date this proxy and return it in the enclosed postage-
paid envelope.
PIMCO FUNDS
840 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA 92658
PIMCO FUNDS: EQUITY ADVISORS SERIES
BALANCED FUND SPECIAL MEETING OF SHAREHOLDERS
JULY 22, 1996
The undersigned hereby appoints Teresa A. Wagner and Garlin
G. Flynn, and each of them as Proxies with full power of
substitution to vote and act with respect to all shares of
the Balanced Fund (the "Fund") of the PIMCO Funds: Equity
Advisors Series (the "Trust") held by the undersigned at the
Special Meeting of Shareholders of the Fund to be held at
10:00 a.m., Pacific time, on July 22, 1996, at 840 Newport
Center Drive, Newport Beach, California 92660, and at any
adjournment thereof (the "Meeting"), and instructs them to
vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, receipt of which is hereby
acknowledged, with discretionary power to vote upon such
other business as may properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF
TRUSTEES OF THE TRUST. The Board of Trustees
recommends that you vote "FOR" the following
proposals.
This proxy will be voted as specified. If NO
SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS. Receipt of the
Notice of Special Meeting and Proxy Statement
is hereby acknowledged.
To vote mark blocks below in blue or black ink as follows X
Keep this portion for your records
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach and return this portion
PIMCO Funds: Equity Advisors Series
840 Newport Center Drive
Newport Beach, California 92660
Vote on Proposals
1. To consider and vote on approval of the following:
For Against Abstain A. An addendum to the Trust's
Portfolio Management Agreement with Cadence
Capital Management ("Cadence"), on behalf of
the Balanced Fund, under which Cadence would
serve as one of the Portfolio Managers to
replace the existing Portfolio Manager of the
portion of the assets of the Fund allocated
for investment in common stock ("Common Stock
Segment").
For Against Abstain B. An addendum to the Trust's
Portfolio Management Agreement with NFJ
Investment Group ("NFJ"), on behalf of the
Balanced Fund, under which NFJ would serve as
one of the Portfolio Managers to replace the
existing Portfolio Manager of the Common
Stock Segment of the Fund.
If as attorney, executor, guardian or in some representative
capacity, or as an officer of a corporation, please add
title as such.
Signature Signature (Joint Owners) Date
