[Federal Register Volume 62, Number 138 (Friday, July 18, 1997)]
[Notices]
[Pages 38596-38598]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-18922]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22745; 811-3881]


PIMCO Advisors Funds; Notice of Application

July 11, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').


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ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: PIMCO Advisors Funds.

RELEVANT ACT SECTION: Order requested under section 8(f).

FILING DATES: The application was filed on March 10, 1997, and amended 
on June 19, 1997.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personnally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on August 5, 1997, 
and should be accompanied by proof of service on applicant, in the form 
of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 2187 Atlantic Street, Stamford, Connecticut 06902.

FOR FURTHER INFORMATION CONTACT: Lawrence W. Pisto, Senior Counsel, at 
(202) 942-0527, or Christine Y. Greenlees, Branch Chief, at (202) 942-
0564 (Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a registered, open-end, management investment 
company organized as a Massachusetts business trust. On October 17, 
1983, applicant (then called Thomson McKinnon Trust) \1\ registered 
under section 8(a) of the Act and filed a registration statement on 
Form N-1A pursuant to section 8(b) of the Act and the Securities Act of 
1933, covering an indefinite number of shares of common stock. The 
registration statement became effective and the initial public offering 
commenced on December 30, 1983. Applicant is comprised of sixteen 
series (each a ``Fund'').\2\ Each Fund offers three classes of shares: 
Class A, Class B, and Class C.
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    \1\ On November 15, 1994, applicant changed its name to PIMCO 
Advisors Funds.
    \2\ The Funds are: Value Fund, Discovery Fund, Equity Income 
Fund, Growth Fund, Innovation Fund, International Fund, Opportunity 
Fund, Precious Metals Fund, Target Fund, Tax Exempt Fund, High 
Income Fund, Total Return Income Fund, U.S. Government Fund, Short-
Intermediate Fund, Money Market Fund, and Global Income Fund.
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    2. On September 17, 1996, applicant's Board on Trustees (the 
``Trustees'') authorized each Fund to enter into an Agreement and Plan 
of Reorganization (each a ``Plan'') with a series of either PIMCO 
Funds: Multi-Manager Series (``PFEAS'') or PIMCO Funds (``PIMS'') (each 
an ``Acquiring Fund'').\3\ Pursuant to each Plan, the assets and 
liabilities of each Fund would be transferred to a corresponding 
Acquiring Fund in exchange for Class A, Class B, and Class C shares of 
such Acquiring Fund.
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    \3\ The PFEAS Acquiring Funds are: PIMCO Value Fund, PIMCO 
MidCap Growth Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO 
Innovation Fund, PIMCO International Fund, PIMCO Opportunity Fund, 
PIMCO Precious Metals Fund, PIMCO Target Fund, and PIMCO Tax Exempt 
Fund. The PIMS Acquiring Funds are: PIMCO High Yield Fund, PIMCO 
Total Return Fund, PIMCO Low Duration Fund, PIMCO Money Market Fund, 
and PIMCO Global Bond Fund II.
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    3. In recommending the reorganization, the Trustees identified 
certain potential benefits likely to result from the reorganization: 
(a) Economies of scale; (b) unified fee structure; (c) more diversified 
investment opportunities; (d) continued investment in a mutual fund 
without recognition of gain or loss for federal income tax purposes; 
and (e) a larger, more integrated fund complex.
    4. In accordance with rule 17a-8 under the Act,\4\ the trustees of 
the representive Funds and Acquiring Funds determined that (a) 
participation in the transaction would be in the best interests of the 
particular Fund or Acquiring Fund's shareholders; and (b) the current 
interests of such shareholders would not be diluted as a result of the 
transaction.
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    \4\ Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be affiliated persons of each other solely by 
reason of having a common investment adviser, common directors, and/
or common officers.
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    5. On or about November 4, 1996, proxy materials were sent to 
applicant's shareholders. On December 20, 1996, the shareholders of 
each Fund approved the Plan for such Fund.
    6. On January 16 or 17, 1997, as applicable, Value Fund, High 
Income Fund, Total Return Fund, U.S. Government Fund, Short 
Intermediate Fund and Money Market Fund each paid a dividend which, 
together with all previous such dividends, had the effect of 
distributing each such Fund's investment company taxable income and net 
realized capital gain, if any, through January 17, 1997 (the ``Exchange 
Date'').
    7. On the Exchange Date, all of the assets and liabilities of each 
Fund were transferred to an Acquiring Fund in exchange for shares of 
such Acquiring Fund based on net asset value. Certain of the Acquiring 
Funds had no assets or liabilities prior to the transactions. The Funds 
and their respective Acquiring Funds are: (a) The Value Fund and the 
PIMCO Value Fund; (b) the Discovery Fund and the PIMCO Mid Cap Growth 
Fund; (c) the Equity Income Fund and the PIMCO Renaissance Fund; (d) 
the Growth Fund and the PIMCO Growth Fund; (e) the Innovation Fund and 
the PIMCO Innovation Fund; (f) the International Fund and the PIMCO 
International Fund; (g) the Opportunity Fund and the PIMCO Fund; (h) 
the Precious Metal Fund and the PIMCO Precious Metals Opportunity Fund; 
(i) the Target Fund and the PIMCO Target Fund; (j) the Tax Exempt Fund 
and the PIMCO Tax Exempt Fund; (k) the High Income Fund and the PIMCO 
High Yield Fund; (l) the Total Return Income Fund and the PIMCO Total 
Return Fund; (m) the U.S. Government Fund and the PIMCO Total Return 
Fund; (n) the Short-Intermediate Fund and the PIMCO Low Duration Fund; 
(o) the Money Market Fund and the PIMCO Money Market Fund; and (p) the 
Global Income Fund and the PIMCO Global Bond Fund II.
    8. Immediately upon consumption of this transaction, applicant 
distributed the Class A, Class B and Class C shares of the Acquiring 
Funds received by applicant to the Class A, Class B and Class C 
shareholders of the corresponding Fund. Each Class A, Class B and Class 
C shareholder of each Fund received that proportion of the shares of 
the corresponding class of the corresponding Acquiring Fund received by 
applicant which the number of shares of beneficial interest of such 
class of Fund owned by such shareholder bore to the number of such 
shares of such class of Fund outstanding on the Exchange Date.
    9. Expenses included legal and accounting fees, printing and 
mailing costs, and costs of proxy solicitation, and were preliminarily 
allocated among each Fund and each Acquiring Fund, based in part on the 
number of share holders to whom mailings were made. Each Fund and each 
Acquiring Fund bore its share of the overall expenses of the 
transactions in accordance with this allocation, except that PIMCO 
advisors L.P. bore any expenses preliminarily allocated to a Fund or to 
an Acquiring Fund to the extent that such allocated

[[Page 38598]]

expenses exceeded specified expense exceeded specified expense caps for 
each Fund and each Acquiring Fund. Total expanses of $500,000 was borne 
by the Funds. The preliminary allocations and expense caps for each 
Fund and each Acquiring Fund were approved by the trustees of the 
respective Funds and Acquiring Funds.
    10. Applicant has no assets, debts or liabilities. As of the date 
of the application, applicant has no securityholders. Applicant is not 
a party to any litigation or administrative proceeding. Applicant is 
not engaged, nor does it propose to engage, in any business activities 
other than those necessary for the winding up of its affairs.
    11. Applicant intends to file the necessary documentation with the 
Commonwealth of Massachusetts to effect its dissolution as a 
Massachusetts business trust.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-18922 Filed 7-17-97; 8:45 am]
BILLING CODE 8010-01-M