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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PIMCO Funds: Multi-Manager Series, 840 Newport
Center Drive, Newport Beach, CA 92660
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2. Name of each series or class of funds for which this notice is filed:
PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small Cap Value Fund,
PIMCO Capital Appreciation Fund, PIMCO Mid Cap Growth Fund, PIMCO Micro Cap
Growth Fund, PIMCO Small Cap Growth Fund, PIMCO Core Equity Fund, PIMCO Mid
Cap Equity Fund, PIMCO Enhanced Equity Fund, PIMCO Emerging Markets Fund,
PIMCO International Developed Fund, PIMCO Balanced Fund, PIMCO Renaissance
Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO
Innovation Fund, PIMCO International Fund, PIMCO Precious Metals Fund, PIMCO
Tax Exempt Fund
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3. Investment Company Act File Number: 811-6161
Securities Act File Number: 33-36528
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4. Last day of fiscal year for which this notice is filed: June 30, 1997*
* The fiscal year end for the PIMCO Equity Income Fund, PIMCO Growth Fund,
PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO
International Fund, PIMCO Precious Metals Fund and PIMCO Tax Exempt Fund
changed from September 30 to June 30 since the last Rule 24f-2 Notice was
filed on behalf of the predecessors of these Funds on November 27, 1996
(each predecessor was a series of PIMCO Advisors Funds (File Nos. 2-87203,
811-3881) and each predecessor reorganized as a series of the issuer on
January 17, 1997).
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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:
[_]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
/(1)-(See page 3)/
Number: 225,110,016 Aggregate Sale Price: $3,914,848,844
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2: /(1)-(See page 3)/
Number: 225,110,016 Aggregate Sale Price: $3,914,848,844
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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):/(1)-(See page 3)/
Number: 11,398,364 Aggregate Sale Price: $169,533,252
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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): $ 3,914,848,844/(1)/
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 169,533,252/(1)/
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 3,486,718,494/(1),(2)/
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(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
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(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): 597,663,602
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(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
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 181,110
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(1) In accordance with Rule 24f-2(b)(3)(ii), the amounts listed under Items 9,
10, 11, 12(i), 12(ii) and 12(iii) include, where applicable, the shares and
aggregate price of shares sold, issued in connection with dividend
reinvestment plans, redeemed and repurchased by the Equity Income, Growth,
Innovation, International, Opportunity, Precious Metals, Target and Tax
Exempt series of PIMCO Advisors Funds (File Nos. 2-87203, 811-3881) during
the period October 1, 1996 to January 17, 1997, on which date such series
sold substantially all of their assets and liabilities to, respectively,
the issuer's Renaissance, Growth, Innovation, International, Opportunity,
Precious Metals, Target and Tax Exempt Funds (the "Successor Funds"). Prior
to January 17, 1997, the Successor Funds had no assets or liabilities,
other than nominal assets or liabilities, and no operating histories.
(2) In reliance on the position taken by the staff in its February 6, 1995 no-
action letter regarding Kemper Total Return Fund, et al., the amount listed
under Item 12(iii) includes $84,410,648 of redemptions and repurchases of
the Value 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
the issuer's PIMCO Value Fund (formerly, PIMCO NFJ Diversified Low P/E
Fund) acquired substantially all of the assets and liabilities of the PAF
Value Fund pursuant to a Registration Statement on Form N-14 (File No. 333-
12869). Item 12(iii) does not include redemptions and repurchases of the
Discovery Fund series of PIMCO Advisors Funds, substantially all of the
assets and liabilities of which were acquired by the issuer's PIMCO Mid Cap
Growth Fund (formerly, PIMCO Cadence Mid Cap Growth Fund) on January 17,
1997 pursuant to the above-referenced Registration Statement.
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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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 CRF 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
August 26, 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, Treasurer
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John P. Hardaway, Treasurer
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Date: August 28, 1997
*Please print the name and title of the signing officer below the signature.
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Telecopier (617) 951-7050
August 28, 1997
PIMCO Funds: Multi-Manager Series
840 Newport Center Drive
Newport Beach, CA 92660
Re: Rule 24F-2 Notice for the fiscal year ended June 30, 1997
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Gentlemen:
You have informed us that you intend to file an Annual Notice of Securities
Sold on Form 24F-2 (the "Notice") with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 24f-2 (the "Rule") under the Investment
Company Act of 1940, as amended, making definite the registration of 163,368,909
shares of beneficial interest (the "PFMMS Shares") of the PIMCO Equity Income
Fund, PIMCO Value Fund, PIMCO Small Cap Value Fund, PIMCO Capital Appreciation
Fund, PIMCO Mid Cap Growth Fund, PIMCO Micro Cap Growth Fund, PIMCO Small Cap
Growth Fund, PIMCO Core Equity Fund, PIMCO Mid Cap Equity Fund, PIMCO Enhanced
Equity Fund, PIMCO Emerging Markets Fund, PIMCO International Developed Fund,
PIMCO Balanced Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target
Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO International Fund,
PIMCO Precious Metals Fund and PIMCO Tax Exempt Fund (each a "PFMMS Fund") of
PIMCO Funds: Multi-Manager Series ("PFMMS") for the fiscal year ended June 30,
1997. Included in the PFMMS Shares are shares (the "Merger Shares") of the
PIMCO Value Fund (formerly, PIMCO NFJ Diversified Low P/E Fund) and the PIMCO
Mid Cap Growth Fund (formerly, PIMCO Cadence Mid Cap Growth Fund) issued in
connection with the acquisitions by those Funds on January 17, 1997 of
substantially all of the assets and liabilities of, respectively, the Value Fund
series and the Discovery Fund series of PIMCO Advisors Funds ("PAF"). The
Merger Shares were registered pursuant to a Registration Statement on Form N-14
(File No. 333-12869).
You have informed us that the Notice will also make definite the
registration of 61,741,107 shares of beneficial interest (the "PAF Shares" and,
together with the PFMMS Shares, the "Shares") of the Equity Income, Growth,
Innovation, International, Opportunity, Precious Metals, Target and Tax Exempt
series (the "PAF Funds") of PAF during the period of October 1, 1996 to January
17, 1997, on which date such series sold substantially all of their assets and
liabilities (such transactions are referred to herein as the "Reorganizations")
to,
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respectively, PFMMS's PIMCO Renaissance, PIMCO Growth, PIMCO Innovation, PIMCO
International, PIMCO Opportunity, PIMCO Precious Metals, PIMCO Target and PIMCO
Tax Exempt Funds (the "Successor Funds"). In connection with the
Reorganizations, all outstanding PAF Shares were canceled on the books of PAF.
Pursuant to paragraph (b)(3)(ii) of the Rule, the PFMMS Shares do not include
shares of the Successor Funds issued in connection with the Reorganizations.
We understand that the Shares do not include shares issued pursuant to
reinvestment of dividends, but that the computation of the fee payable in
connection with the Notice takes into account those reinvestment shares and a
deduction for shares redeemed during such period.
With respect to the PFMMS Shares, we have examined the Second Amended and
Restated Agreement and Declaration of Trust dated January 14, 1997 of PFMMS on
file in the office of the Secretary of State of The Commonwealth of
Massachusetts (the "PFMMS Declaration of Trust"). We are familiar with the
actions taken by the PFMMS Trustees to authorize the issue and sale from time to
time of shares of beneficial interest of PFMMS at not less than net asset value
and not less than par value, and have assumed that the PFMMS Shares were issued
and sold in accordance with such actions. We have also examined a copy of
PFMMS's Bylaws and such other documents relating to PFMMS as we have deemed
necessary for the purposes of this opinion.
With respect to the PAF Shares, we have examined the Amended and Restated
Agreement and Declaration of Trust dated September 11, 1990 of Thomson Fund
Group on file in the office of the Secretary of State of The Commonwealth of
Massachusetts (the "PAF Declaration of Trust"), and the amendment to the PAF
Declaration of Trust filed on November 15, 1994 to change the name of that trust
to "PIMCO Advisors Funds." We are familiar with the actions taken by the PAF
Trustees to authorize the issue and sale from time to time of shares of
beneficial interest of PAF at not less than net asset value and not less than
par value, and have assumed that the PAF Shares were issued and sold in
accordance with such actions. We have also examined a copy of PAF's Bylaws, as
they were amended through September 17, 1996, and such other documents relating
to PAF as we have deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that (i) the PFMMS Shares
have been duly authorized and validly issued and are fully paid and non-
assessable by PFMMS and (ii) the PAF Shares were duly authorized and validly
issued and were fully paid and non-assessable by PAF prior to the consummation
of the Reorganizations.
Each of PFMMS and PAF is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
PFMMS or PAF, as the case may be. However, the PFMMS Declaration of Trust and
the PAF Declaration of Trust each disclaims shareholder liability for acts or
obligations of the relevant trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed by
the relevant trust or its trustees. The PFMMS Declaration of Trust and the PAF
Declaration of Trust each provides for indemnification out of the property of
the particular
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series of shares for all loss and expense of any shareholder of that series held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of shareholder liability is limited to circumstances in which
that series of shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
Ropes & Gray
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