PIMCO VARIABLE INSURANCE TRUST
497, 1998-01-05
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PIMCO Variable Insurance Trust

Prospectus

January 1, 1998



         SHORT-TERM BOND PORTFOLIOS
         Money Market Portfolio
         Short-Term Bond Portfolio
         Low Duration Bond Portfolio

         INTERMEDIATE-TERM BOND PORTFOLIOS
         Total Return Bond Portfolio
         High Yield Bond Portfolio

         INTERNATIONAL BOND PORTFOLIOS
         Global Bond Portfolio
         Foreign Bond Portfolio
         Emerging Markets Bond Portfolio

         EQUITY PORTFOLIO
         StocksPLUS Growth and Income Portfolio

         BALANCED PORTFOLIO
         Strategic Balanced Portfolio











P I M C O


<PAGE>

PIMCO Variable Insurance Trust
Prospectus
January 1, 1998

PIMCO  Variable  Insurance  Trust  (the  "Trust")  is  an  open-end   management
investment  company  ("mutual  fund")  consisting  of  ten  separate  investment
portfolios  (the  "Portfolios").  The Trust is designed to provide access to the
professional  investment  management  services  offered  by  Pacific  Investment
Management Company ("PIMCO"), which serves as investment adviser (the "Adviser")
to  the  Portfolios.  Each  Portfolio  has  its  own  investment  objective  and
strategies  and  its  own  risk/reward  profile,  which  are  described  in this
Prospectus.

This Prospectus gives vital  information you should know before investing in the
Portfolios.  For your own  benefit  and  protection,  please  read it before you
invest and keep it for future reference.

Shares  of the  Portfolios  currently  are  sold to  segregated  asset  accounts
("Separate  Accounts")  of  insurance  companies  which  fund  variable  annuity
contracts and variable life insurance policies ("Variable Contracts"). Assets in
the Separate Account are invested in shares of the Portfolios in accordance with
allocation   instructions   received  from  owners  of  the  Variable  Contracts
("Variable Contract Owners").  The allocation rights of Variable Contract Owners
are described in the  accompanying  Separate Account  prospectus.  Shares of the
Portfolios also may be sold to qualified pension and retirement plans outside of
the separate account context.

Shares of the Portfolios are:
 .     not insured or guaranteed by the FDIC or any other government  agency; not
 .     deposits  or  other  obligations  of,  or  guaranteed  by,  any  financial
 .     institution;  and subject to investment risks,  including possible loss of
      the principal amount invested.

This  Prospectus  should  be read in  conjunction  with  the  prospectus  of the
Separate Account.  Both  prospectuses  should be read carefully and retained for
future reference.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or passed upon the  accuracy or  adequacy  of this  Prospectus.  Any
representation to the contrary is a criminal offense.


<PAGE>


TABLE OF CONTENTS

                                                                           Page

OVERVIEW......................................................................3

DESCRIPTION OF PORTFOLIOS.....................................................7

   PIMCO Money Market Portfolio...............................................7
   PIMCO Short-Term Bond Portfolio............................................9
   PIMCO Low Duration Bond Portfolio.........................................11
   PIMCO Total Return Bond Portfolio.........................................13
   PIMCO High Yield Bond Portfolio...........................................15
   PIMCO Global Bond Portfolio...............................................17
   PIMCO Foreign Bond Portfolio..............................................19
   PIMCO Emerging Markets Bond Portfolio.....................................21
   PIMCO StocksPLUS Growth and Income Portfolio..............................24
   PIMCO Strategic Balanced Portfolio........................................27

MANAGEMENT OF THE TRUST......................................................29

   Adviser and Administrator.................................................29
   Advisory And Administrative Fees..........................................30
   Portfolio Transactions....................................................31

PURCHASE OF SHARES...........................................................32


REDEMPTION OF SHARES.........................................................32

TAXES........................................................................33

RISK FACTORS AND SPECIAL CONSIDERATIONS......................................33

OTHER INFORMATION............................................................37

   Portfolio Names...........................................................37
   Total Return..............................................................38
   Performance Information of Similar Funds..................................38

APPENDIX A..................................................................A-1


APPENDIX B..................................................................B-1




<PAGE>


                                    OVERVIEW

The Trust

The PIMCO  Variable  Insurance  Trust (the  "Trust") is an  open-end  investment
company  ("mutual  fund") that was  organized  as a Delaware  business  trust on
October 3, 1997. The Trust consists of ten separate  investment  portfolios that
are designed to be used as investment vehicles by Separate Accounts of insurance
companies  that fund variable  annuity  contracts  and variable  life  insurance
policies and by qualified pension and retirement plans. Variable Contract Owners
do not deal directly with the Portfolios to purchase or redeem shares.  Variable
Contract  Owners  should refer to the  prospectus  for the  applicable  Separate
Account for  information  on the  allocation  of premiums  and on  transfers  of
accumulated value among sub-accounts of the Separate Accounts that invest in the
Portfolios.

Portfolios at a Glance
<TABLE>
<S>                      <C>                                     <C>                <C>                  <C>  

Short-Term Bond
Portfolios                 Primary Investments                     Duration          Credit Quality(1)    Foreign(2)

Money Market               Money market instruments                < 90 days         Min 95% Aaa or       0%
                                                                   dollar-weighted   Prime 1; < 5%Aa or
                                                                   average maturity  Prime 2

Short-Term Bond            Money market instruments and short      0-1 year          B to Aaa; max 10%    0-5%
                           maturity fixed income securities                          below Baa

Intermediate Term Bond
Portfolios

Low Duration Bond          Short and intermediate maturity fixed   1-3 years         B to Aaa; max 10%    0-20%
                           income securities                                         below Baa

Total Return Bond          Intermediate maturity fixed income      3-6 years         B to Aaa; max 10%    0-20%
                           securities                                                below Baa

High Yield Bond            Higher yielding fixed income            2-6 years         B to Aaa; min 65%    0%
                           securities                                                below Baa

International Bond
Portfolios

Global Bond                Intermediate maturity U.S. and          3-6 years         B to Aaa; max 10%    25-75%
                           foreign fixed income securities                           below Baa

Foreign Bond               Intermediate maturity hedged foreign    3-6 years         B to Aaa; max 10%    > 85%
                           fixed income securities                                   below Baa

Emerging Markets Bond      Emerging market fixed income            0-8 years         B to Aaa             > 80%
                           securities

Equity Portfolio

StocksPLUS Growth and      S&P 500 stock index derivatives         0-1 year          B to Aaa; max 10%    0-20%
Income                     backed by a portfolio of short-term                       below Baa
                           fixed-income securities
Balanced Portfolio

Strategic Balanced         Same as Total Return and StocksPLUS     0-6 years         B to Aaa; max 10%    0-20%
                           Growth and Income Portfolios                              below Baa
                           according to PIMCO's allocation
                           strategy
</TABLE>

1. As rated by Moody's Investors Services, Inc., or if unrated, determined to be
of comparable quality. For specific information concerning the credit quality of
the  securities  held  by  each  Portfolio,  see  that  Portfolio's  Risk/Return
Description.
2. Percentage limitations relate to foreign currency-denominated  securities for
all Portfolios  except the PIMCO Global Bond,  Foreign Bond and Emerging Markets
Bond Portfolios.  Percentage  limitations for these three  Portfolios  relate to
securities of foreign issuers,  denominated in any currency.  Each Portfolio may
invest  beyond these  limits in U.S.  dollar-denominated  securities  of foreign
issuers.
<PAGE>

Investment Objectives of the Portfolios

The PIMCO Money Market and  Short-Term  Bond  Portfolios  3 to obtain maximum
current income consistent with preservation of capital and daily liquidity.  The
PIMCO  StocksPLUS  Growth and Income  Portfolio  seeks to achieve a total return
which  exceeds  the  total  return  performance  of the  Standard  & Poor's  500
Composite Stock Price Index ("S&P 500"). Each of the remaining  Portfolios seeks
to realize  maximum total return,  consistent  with  preservation of capital and
prudent  investment  management.  There can be no assurance  that the investment
objective of any Portfolio will be achieved. A Portfolio's  investment objective
may not be changed without shareholder approval.

Each  Portfolio  employs its own strategy and has its own  risk/reward  profile.
Please be sure to read all risk  disclosures  carefully  before investing and be
aware  that the  investments  made by the  Portfolios  at any given time are not
expected to be the same as those made by other mutual funds for which PIMCO acts
as investment  adviser,  including  mutual funds with investment  objectives and
strategies similar to those of the Portfolios.

The Investment Adviser

PIMCO,  a subsidiary  partnership  of PIMCO  Advisors  L.P.,  is the  investment
adviser  to all of the  Portfolios.  PIMCO is one of the  premier  fixed  income
investment  management  firms in the United  States.  As of September  30, 1997,
PIMCO had over $108.5 billion in assets under  management.  PIMCO invests in all
sectors of the fixed income market, using its total return philosophy -- seeking
capital appreciation as well as yield.

Investment Strategies and Risk Factors

Investment Strategies. Each Portfolio has specific strategies that it may use to
pursue its investment  objective,  and specific types of securities in which the
Portfolio  may  invest,  which  are  described  under  the  heading  "Investment
Strategies" in the Description of Portfolios.  Percentage  limitations described
in  this  Prospectus  apply  at the  time  of  investment,  and  may  vary  with
fluctuations  in  the  value  of a  Portfolio's  investment  portfolio.  Certain
securities  in which  the  Portfolios  may  invest,  and  techniques  which  the
Portfolios  may use, are  described in more detail in "Risk  Factors and Special
Considerations" in the Prospectus and in "Investment Objectives and Policies" in
the Statement of Additional Information.

Additional  information about each Portfolio's  investments will be available in
the Trust's annual and semi-annual reports to shareholders.  In particular,  the
Trust's annual report will discuss the relevant market conditions and investment
strategies  used  by  the  Portfolios'  Adviser  that  materially  affected  the
Portfolio's  performance  during the prior  fiscal  year.  You may obtain  these
reports at no cost by calling (888) 746-2688.

Risk Factors.  The value of all  securities  and other  instruments  held by the
Portfolios  will vary from time to time in response to a wide  variety of market
factors.  Consequently,  the net asset  value per share of each  Portfolio  will
vary,  except that the PIMCO Money Market  Portfolio shall attempt to maintain a
net asset value of $1.00 per share,  although there can be no assurance that the
Portfolio  will be  successful in doing so. The net asset value per share of any
Portfolio  may be less  at the  time of  redemption  than it was at the  time of
investment.
<PAGE>

The major risks  associated with investing in each Portfolio are described under
the heading "Risk Factors" in the  Description of Portfolios.  In addition,  the
risks of certain  securities  that the  Portfolios  can  purchase and of certain
investment  techniques  that  the  Portfolios  can  use  are  described  in  the
Prospectus in "Risk Factors and Special  Considerations" and in the Statement of
Additional  Information in "Investment Objectives and Policies." This Prospectus
does not  describe  all of the risks of every  security  or  technique  that the
Portfolios  may use.  For such  information,  please  refer to the  Statement of
Additional Information.

Fixed Income Instruments

The "Fixed Income  Portfolios" are the PIMCO Money Market,  Short-Term Bond, Low
Duration Bond, Total Return Bond, High Yield Bond, Global Bond, Foreign Bond and
Emerging Markets Bond Portfolios.  Each of the Fixed Income  Portfolios  differs
from the others  primarily  in the  length of the  Portfolio's  duration  or the
proportion of its investments in certain types of fixed income securities.

Each of the Fixed  Income  Portfolios  will invest at least 65% of its assets in
"Fixed  Income  Instruments,"  as  defined  below,  which,  unless  specifically
provided otherwise in the descriptions of the Portfolios in this Prospectus, may
be issued by domestic or foreign  entities and  denominated  in U.S.  dollars or
foreign currencies.

"Fixed Income Instruments" as used in this Prospectus means:

 .    securities  issued or  guaranteed by the U.S.  Government,  its agencies or
     instrumentalities ("U.S. Government securities");

 .    corporate debt securities,  including convertible  securities and corporate
     commercial paper;

 .    mortgage-backed and other asset-backed securities;

 .    inflation-indexed bonds issued both by governments and corporations;

 .    structured  notes,  including  hybrid  or  "indexed"  securities,  and loan
     participations;

 .    bank certificates of deposit, fixed time deposits and bankers' acceptances;

 .    repurchase agreements and reverse repurchase agreements;

 .    obligations  of foreign  governments  or their  subdivisions,  agencies and
     instrumentalities; and

 .    obligations of international agencies or supranational entities.

Fixed  Income  Instruments  may  have  fixed,  variable,  or  floating  rates of
interest,  including  rates of interest  that vary  inversely at a multiple of a
designated  or  floating  rate,  or that vary  according  to changes in relative
values of  currencies.  Each of the Fixed Income  Portfolios  may hold different
percentages  of its  assets  in  these  various  types of  securities,  and each
Portfolio, except the PIMCO Money Market Portfolio, may invest all of its assets
in derivative  instruments or in mortgage- or asset-backed  securities.  Each of
the Fixed Income Portfolios may purchase and sell options and futures subject to
the  limits  discussed  below,  engage in credit  spread  trades  and enter into
forward foreign currency contracts. Each of the Fixed Income Portfolios,  except
the  PIMCO  Money  Market  Portfolio,  may  adhere to its  investment  policy by
entering into a series of purchase and sale contracts or using other  investment
techniques by which it may obtain market  exposure to the securities in which it
primarily invests.

Fixed Income Investment Philosophy

In selecting fixed income securities for each of the Portfolios,  PIMCO utilizes
economic forecasting, interest rate anticipation, credit and call risk analysis,
foreign  currency  exchange rate  forecasting,  and other  securities  selection
techniques. The proportion of each Portfolio's assets committed to investment in
securities with particular  characteristics  (such as maturity,  type and coupon
rate) will vary based on PIMCO's outlook for the U.S. and foreign economies, the
financial markets, and other factors. The management of duration, a measure of a
fixed  income  security's  expected  life that  incorporates  its yield,  coupon
interest payments,  final maturity and call features into one measure, is one of
the  fundamental  tools  used by  PIMCO.  For a  discussion  of the  concept  of
duration, see "Appendix A - Description of Duration."
<PAGE>

Ratings of Debt Securities

In  this  Prospectus,  references  are  made  to the  ratings  of  various  debt
securities.  To aid in  your  understanding  of the  use  of  these  terms,  the
following is a brief  description of the ratings  categories  applicable to debt
securities.  For a further description of ratings, see "Appendix B - Description
of Securities Ratings."

High  Quality  Debt  Securities  are those  receiving  ratings from at least one
nationally  recognized  statistical  rating  organization  ("NRSRO"),   such  as
Standard & Poor's Ratings Services ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's"),  in one of the two highest rating  categories (the highest category
for commercial paper) or, if unrated by any NRSRO, deemed comparable by PIMCO.

Investment  Grade Debt Securities are those receiving  ratings from at least one
NRSRO in one of the four highest rating  categories or, if unrated by any NRSRO,
deemed comparable by PIMCO.

Lower-Rated, High Yield Securities ("Junk Bonds") are those rated lower than Baa
by Moody's or BBB by S&P and comparable  securities.  They are considered  below
investment grade and are deemed to be predominately  speculative with respect to
the  issuer's  ability to repay  principal in  accordance  with the terms of the
obligations.  For more  information  on the risks of  investing  in  lower-rated
securities,  see "High Yield  Securities  ("Junk  Bonds")" in "Risk  Factors and
Special Considerations."

Fees and Expenses

The costs and  expenses  that you will pay as an investor in the  Portfolio  are
described   under  the  heading  "Fees  and  Expenses"  in  the  Description  of
Portfolios.  The Portfolios feature fixed advisory and administrative fee rates.
The  administrative  fee is  all-inclusive  and  covers  the  cost of  portfolio
administrative  expenses such as legal,  audit,  custody and  printing.  Certain
other miscellaneous expenses will be paid by the Portfolios.

<PAGE>


                            DESCRIPTION OF PORTFOLIOS

PIMCO MONEY MARKET PORTFOLIO

Investment Objective

     The PIMCO Money Market  Portfolio  seeks to obtain  maximum  current income
consistent with preservation of capital and daily liquidity.  The Portfolio also
attempts to maintain a stable net asset value of $1.00 per share, although there
is no assurance that it will be successful in doing so.

Main Investment Strategies

     The PIMCO Money Market  Portfolio  invests at least 95% of its total assets
in a diversified  portfolio of money market  securities  that are in the highest
rating category for short-term obligations.  The Portfolio also may invest up to
5% of its total assets in money market securities that are in the second-highest
rating  category for  short-term  obligations.  The  Portfolio's  investments in
securities will be limited to U.S. dollar-denominated  securities that mature in
397  days  or less  from  the  date of  purchase.  The  dollar-weighted  average
portfolio maturity of the Portfolio will not exceed 90 days.

     The  Portfolio  may  invest  in the  following:  obligations  of  the  U.S.
Government (including its agencies and instrumentalities);  short-term corporate
debt  securities of domestic and foreign  corporations;  obligations of domestic
and foreign commercial banks,  savings banks, and savings and loan associations;
and commercial paper. The Portfolio may invest more than 25% of its total assets
in securities or obligations  issued by U.S.  banks.  The Portfolio may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

     It is  intended  that the  Portfolio's  investments  will  comply  with the
quality,  maturity  and  diversification  requirements  of Rule  2a-7  under the
Investment Company Act of 1940, which regulates money market funds.

Risk Factors

     An  investment  in the PIMCO  Money  Market  Portfolio  is not  insured  or
guaranteed by the FDIC or any other  government  agency.  Although the Portfolio
seeks to  preserve  the  value of your  investment  at $1.00  per  share,  it is
possible to lose money by investing in the Portfolio.

         The Portfolio is subject to interest rate risk. Generally, the value of
fixed income securities will change inversely with changes in interest rates. As
interest rates rise,  market value tends to decrease.  This risk will be greater
for long-term securities than for short-term  securities.  The Portfolio also is
subject to credit risk,  which is the possibility  that an issuer of a security,
or a  counterparty  to a derivative  contract,  will default or become unable to
meet a financial obligation.  The Portfolio attempts to limit both types of risk
by investing in short-term,  high quality securities. For a further explanation,
see "Risk Factors and Special  Considerations,"  which you should read carefully
before investing.

     The PIMCO Money Market Portfolio may be appropriate for investors who:
<PAGE>

     .    seek a mutual fund for the money market portion of an asset allocation
          portfolio

     .    are uncomfortable with share-price fluctuations seek income

     The PIMCO Money Market  Portfolio may NOT be appropriate  for investors
     who:

     .    seek growth of their investment over time

     .    seek potentially  higher levels of return that may be associated
          with longer term bond funds or equity funds

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Money Market Portfolio.

     Annual  Portfolio  Operating  Expenses  (as a percentage of net assets)

             Advisory Fee.................................................0.30%
             Administrative Fee...........................................0.20%
             Total Annual Portfolio Operating Expenses....................0.50%

     Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:  

         1 year                     3 years

         $5                          $16

     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>


PIMCO SHORT-TERM BOND PORTFOLIO

Investment Objective

     The PIMCO  Short-Term Bond Portfolio seeks to obtain maximum current income
consistent with preservation of capital and daily liquidity.

Main Investment Strategies

     The PIMCO Short-Term Bond Portfolio  invests in a diversified  portfolio of
fixed income securities of varying maturities. The average portfolio duration of
this  Portfolio will normally not exceed one year. See "Appendix A - Description
of Duration."

     The  Portfolio  will  invest  at least 65% of its  assets  in Fixed  Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  and swap  agreements.  The  Portfolio may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

     The  Portfolio  may invest up to 10% of its assets in junk bonds rated B or
higher by Moody's or S&P,  or, if  unrated,  determined  by the Adviser to be of
comparable  quality.  The  Portfolio  may  invest  up  to 5% of  its  assets  in
securities  denominated in foreign currencies,  and may invest beyond this limit
in U.S. dollar-denominated securities of foreign issuers.

Risk Factors

     The PIMCO  Short-Term  Bond  Portfolio  is subject to  interest  rate risk.
Generally,  the value of fixed  income  securities  will change  inversely  with
changes in  interest  rates.  As  interest  rates  rise,  market  value tends to
decrease. This risk will be greater for long-term securities than for short-term
securities.  Derivative  instruments may be particularly sensitive to changes in
prevailing  interest rates.  The Portfolio also is subject to credit risk, which
is the  possibility  that  an  issuer  of a  security,  or a  counterparty  to a
derivative  contract,  will  default  or  become  unable  to  meet  a  financial
obligation. Junk bonds carry a high degree of credit risk. Securities of foreign
issuers may be subject to additional risk factors,  including  foreign  currency
and political  risks. For a further  explanation,  see "Risk Factors and Special
Considerations," which you should read carefully before investing.

     The PIMCO Short-Term Bond Portfolio may be appropriate for investors who:

     .    seek a higher  level of current  income  than the PIMCO  Money  Market
          Portfolio

     .   want low to moderate share price fluctuations

      The  PIMCO  Short-Term  Bond  Portfolio  may  NOT be  appropriate  for
      investors who:

     .    seek  potentially  higher levels of return that may be associated with
          longer term bond funds or equity funds

     .    require absolute stability of principal
<PAGE>

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Short-Term Bond Portfolio.

     Annual  Portfolio  Operating  Expenses (as a percentage of net assets)

             Advisory Fee..................................................0.35%
             Administrative Fee............................................0.25%
             Total Annual Portfolio Operating Expenses.....................0.60%
                                                                           ----
                                                                           ----
                                                                        
     Example

     You should pay the following expenses on a $1,000 investment,  assuming (1)
a  hypothetical  5% annual  return,  and (2)  redemption at the end of each time
period.

         1 year                  3 years

         $6                      $19


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.

<PAGE>


PIMCO LOW DURATION BOND PORTFOLIO

Investment Objective

     The PIMCO Low  Duration  Bond  Portfolio  seeks to maximize  total  return,
consistent with preservation of capital and prudent investment management.

Main Investment Strategies

     The PIMCO Low Duration Bond Portfolio invests in a diversified portfolio of
fixed income securities of varying maturities. The average portfolio duration of
this Portfolio  will normally vary within a one- to three-year  time frame based
on the Adviser's  forecast for interest rates.  See "Appendix A - Description of
Duration."

     The  Portfolio  will  invest  at least 65% of its  assets  in Fixed  Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  or swap  agreements.  The  Portfolio  may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

     The  Portfolio  may invest up to 10% of its assets in junk bonds rated B or
higher by Moody's or S&P,  or, if  unrated,  determined  by the Adviser to be of
comparable  quality.  The  Portfolio  may  invest  up to 20% of  its  assets  in
securities  denominated in foreign currencies,  and may invest beyond this limit
in U.S.  dollar-denominated  securities  of foreign  issuers.  The total rate of
return for this  Portfolio is expected to exhibit less  volatility  than that of
the PIMCO Total Return Bond  Portfolio  (discussed  below)  because its duration
will be shorter.

Risk Factors

     The PIMCO Low Duration  Bond  Portfolio  is subject to interest  rate risk.
Generally,  the value of fixed  income  securities  will change  inversely  with
changes in  interest  rates.  As  interest  rates  rise,  market  value tends to
decrease. This risk will be greater for long-term securities than for short-term
securities.  Derivative  instruments may be particularly sensitive to changes in
prevailing  interest rates.  The Portfolio also is subject to credit risk, which
is the  possibility  that  an  issuer  of a  security,  or a  counterparty  to a
derivative  contract,  will  default  or  become  unable  to  meet  a  financial
obligation. Junk bonds carry a high degree of credit risk. Securities of foreign
issuers may be subject to additional risk factors,  including  foreign  currency
and political  risks. For a further  explanation,  see "Risk Factors and Special
Considerations," which you should read carefully before investing.

     The PIMCO Low Duration Bond Portfolio may be appropriate for investors who:

     .    are looking for a higher level of current  income than is expected for
          the PIMCO Short-Term Bond and Money Market Portfolios

     .    want low to moderate share price fluctuations
<PAGE>

          The PIMCO Low  Duration  Bond  Portfolio  may NOT be  appropriate  for
          investors who:

      .   seek  potentially  higher levels of return that may be associated with
          longer term bond funds or equity funds

      .   require absolute stability of principal

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Low Duration Bond Portfolio.

     Annual  Portfolio  Operating  Expenses(as a percentage of net assets)

             Advisory Fee..................................................0.40%
             Administrative Fee............................................0.25%
             Total Annual Portfolio Operating Expenses.....................0.65%
                                                                           ----
                                                                           ----
     Example

     You would pay the following expenses on a 1,000 investment,  assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year                  3 years

         $7                       $21


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.

<PAGE>


PIMCO TOTAL RETURN BOND PORTFOLIO

Investment Objective

     The PIMCO Total  Return Bond  Portfolio  seeks to  maximize  total  return,
consistent with preservation of capital and prudent investment management.

Main Investment Strategies

     The PIMCO Total Return Bond Portfolio invests under normal circumstances at
least 65% of its assets in a diversified portfolio of fixed income securities of
varying  maturities.  The  average  portfolio  duration of this  Portfolio  will
normally  vary  within a three- to six-year  time frame  based on the  Adviser's
forecast  for  interest  rates.  See  "Appendix A -  Description  of  Duration."
Portfolio  holdings will be  concentrated  in areas of the bond market (based on
quality, sector, coupon or maturity) which the Adviser believes to be relatively
undervalued.

     The  Portfolio  will  invest  at least 65% of its  assets  in Fixed  Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  or swap  agreements.  The  Portfolio  may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

     The  Portfolio  may invest up to 10% of its assets in junk bonds rated B or
higher by Moody's or, if unrated,  determined by the Adviser to be of comparable
quality.  The  Portfolio  also may invest up to 20% of its assets in  securities
denominated  in foreign  currencies,  and may invest  beyond  this limit in U.S.
dollar-denominated  securities of foreign  issuers.  Portfolio  holdings will be
concentrated  in areas of the bond market (based on quality,  sector,  coupon or
maturity) that the Adviser believes to be relatively undervalued.

Risk Factors

     The PIMCO Total  Return Bond  Portfolio  is subject to interest  rate risk.
Generally,  the value of fixed  income  securities  will change  inversely  with
changes in  interest  rates.  As  interest  rates  rise,  market  value tends to
decrease. This risk will be greater for long-term securities than for short-term
securities.  Derivative  instruments may be particularly sensitive to changes in
prevailing  interest rates.  The Portfolio also is subject to credit risk, which
is the  possibility  that  an  issuer  of a  security,  or a  counterparty  to a
derivative  contract,  will  default  or  become  unable  to  meet  a  financial
obligation. Junk bonds carry a high degree of credit risk. Securities of foreign
issuers may be subject to additional risk factors,  including  foreign  currency
and political  risks. For a further  explanation,  see "Risk Factors and Special
Considerations," which you should read carefully before investing.

     The PIMCO Total Return Bond Portfolio may be appropriate for investors who:

      .   seek a high level of current income

      .   want low to moderate share price fluctuations
<PAGE>

     The PIMCO Total Return Bond Portfolio may NOT be appropriate  for investors
     who:

      .   seek potentially  higher levels of return that may be associated
          with longer term bond funds or equity funds

      .   require absolute stability of principal

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Total Return Bond Portfolio.

     Annual  Portfolio  Operating  Expenses (as a percentage of net assets)

             Advisory Fee..................................................0.40%
             Administrative Fee............................................0.25%
             Total Annual Portfolio Operating Expenses.....................0.65%

     Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year                  3 years

         $7                      $21


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>


PIMCO HIGH YIELD BOND PORTFOLIO

Investment Objective

     The PIMCO  High  Yield  Bond  Portfolio  seeks to  maximize  total  return,
consistent with preservation of capital and prudent investment management.

Main Investment Strategies

     The PIMCO High Yield Bond Portfolio  invests under normal  circumstances at
least 65% of its assets in a diversified  portfolio of junk bonds rated at least
B by  Moody's  or S&P,  or,  if  unrated,  determined  by the  Adviser  to be of
comparable  quality.  The remainder of the Portfolio's assets may be invested in
investment grade fixed income securities. The average portfolio duration of this
Portfolio  will normally vary within a two- to six-year time frame  depending on
the Adviser's  view of the  potential  for total return  offered by a particular
duration strategy. See "Appendix A - Description of Duration." The Portfolio may
invest  in  securities  of  foreign  issuers  only if the  securities  are  U.S.
dollar-denominated.   The  Portfolio  also  may  engage  in  hedging  strategies
involving equity options.

     The  Portfolio  will  invest  at least 65% of its  assets  in Fixed  Income
Instruments.   The  Portfolio  may  invest  all  of  its  assets  in  derivative
instruments,  such  as  options,  futures  contracts  or  swap  agreements.  The
Portfolio  may lend its  portfolio  securities  to  brokers,  dealers  and other
financial institutions in order to earn income.

Risk Factors

     The PIMCO High Yield Bond Portfolio is subject to credit risk.  Investments
in  high  yield   securities,   while  generally   providing  greater  potential
opportunity  for capital  appreciation  and higher  yields than  investments  in
higher  rated  securities,  also  entail  greater  credit  risk,  including  the
possibility  of default or bankruptcy of the issuer of the  securities.  Risk of
default or  bankruptcy  may be greater in  periods of  economic  uncertainty  or
recession.  The Adviser  seeks to reduce  credit risk  through  diversification,
credit  analysis and  attention to current  developments  and trends in both the
economy and financial markets.  For a further discussion of the special risks of
investing   in  lower   rated   securities,   see  "Risk   Factors  and  Special
Considerations--High   Yield  Securities  ("Junk  Bonds")"  and  "Appendix  B  -
Description of Securities Ratings."

     The Portfolio also is subject to interest rate risk.  Generally,  the value
of fixed income securities will change inversely with changes in interest rates.
As  interest  rates rise,  market  value  tends to  decrease.  This risk will be
greater for long-term  securities  than for  short-term  securities.  Derivative
instruments  may be  particularly  sensitive to changes in  prevailing  interest
rates. For a further explanation, see "Risk Factors and Special Considerations,"
which you should read carefully before investing.

     The PIMCO High Yield Bond Portfolio may be appropriate for investors who:

     .     seek a high level of current income and maximum return

     .     can tolerate possibly high share price fluctuations

     .     are able to hold their investment over a long period of time
<PAGE>

     The PIMCO High Yield Bond  Portfolio may NOT be  appropriate  for investors
     who:

     .     are uncomfortable with share price fluctuations

     .     require stability of principal

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO High Yield Bond Portfolio.

     Annual  Portfolio  Operating  Expenses  (as a percentage of net assets)

             Advisory Fee..................................................0.50%
             Administrative Fee............................................0.25%
             Total Annual Portfolio Operating Expenses.....................0.75%

     Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year                  3 years

         $8                      $24


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>


PIMCO GLOBAL BOND PORTFOLIO

Investment Objective

     The PIMCO Global Bond Portfolio seeks to maximize total return,  consistent
with preservation of capital and prudent investment management.

Main Investment Strategies

     The PIMCO  Global Bond  Portfolio  invests in a portfolio  of fixed  income
securities   denominated  in  major  foreign  currencies,   baskets  of  foreign
currencies (such as the European Currency Unit, or "ECU"),  and the U.S. dollar.
Under normal circumstances, at least 65% of its assets will be invested in fixed
income  securities of issuers  located in at least three countries (one of which
may be the  United  States),  which  may be  represented  by  futures  contracts
(including related options) with respect to such securities, and options on such
securities,  when the Adviser  deems it  appropriate  to do so. The Adviser will
select the  Portfolio's  foreign country and currency  compositions  based on an
evaluation  of relative  interest  rates,  exchange  rates,  monetary and fiscal
policies, trade and current account balances, and any other specific factors the
Adviser  believes  to be  relevant.  Investments  in the  securities  of issuers
located  outside the United States will normally vary between 25% and 75% of the
Portfolio's  assets.  The  average  portfolio  duration of this  Portfolio  will
normally  vary  within a three-  to  six-year  time  frame.  See  "Appendix  A -
Description of Duration."

     The  Portfolio  will  invest  at least 65% of its  assets  in Fixed  Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  or swap  agreements.  The  Portfolio  may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

     The  Portfolio  may invest up to 10% of its assets in junk bonds rated B or
higher by Moody's or S&P,  or, if  unrated,  determined  by the Adviser to be of
comparable quality.

Risk Factors

     The PIMCO Global Bond Portfolio is  "non-diversified,"  meaning that it may
invest a greater  percentage of its assets in the  securities of one issuer than
many  of  the  other   Portfolios.   The  Portfolio  is,  however,   subject  to
diversification  requirements  imposed by the Internal  Revenue Code of 1986, as
amended,  which means that as of the end of each calendar quarter it may have no
more than 25% of its assets  invested in the securities of a single issuer,  and
may,  with  respect  to 50% of its  assets,  have no more than 5% of its  assets
invested in the securities of a single issuer.  Because it is "non-diversified,"
the  Portfolio  may be  more  susceptible  to  risks  associated  with a  single
economic,  political or regulatory occurrence than a diversified portfolio might
be.

     The  Portfolio is subject to interest  rate risk.  Generally,  the value of
fixed income securities will change inversely with changes in interest rates. As
interest rates rise,  market value tends to decrease.  This risk will be greater
for long-term securities than for short-term securities.  Derivative instruments
may be  particularly  sensitive to changes in  prevailing  interest  rates.  The
Portfolio  also is  subject to credit  risk,  which is the  possibility  that an
issuer of a security,  or a counterparty to a derivative contract,  will default
or become unable to meet a financial obligation.  Junk bonds carry a high degree
of credit risk.  Securities of foreign issuers may be subject to additional risk
factors,   including  foreign  currency  and  political  risks.  For  a  further
explanation,  see "Risk  Factors and Special  Considerations,"  which you should
read carefully before investing.
<PAGE>

     The PIMCO Global Bond Portfolio may be appropriate for investors who:

     .    seek high current income

     .    seek international diversification

     .    are able to hold their investment over a long time period

     .    are able to tolerate fluctuations in the principal value of their
          investment

     The PIMCO Global Bond Portfolio may NOT be appropriate for investors who:

     .    are uncomfortable with share price fluctuations

     .    invest with a shorter time horizon in mind

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Global Bond Portfolio.

          Annual Portfolio  Operating Expenses (as a percentage of net assets)

             Advisory Fee.................................................0.60%
             Administrative Fee...........................................0.30%
             Total Annual Portfolio Operating Expenses....................0.90%

          Example

       
     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year              3 years

         $9                  $29

     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.



<PAGE>


PIMCO FOREIGN BOND PORTFOLIO

Investment Objective

          The PIMCO  Foreign  Bond  Portfolio  seeks to maximize  total  return,
consistent with preservation of capital and prudent investment management.

Main Investment Strategies

          The PIMCO  Foreign  Bond  Portfolio  invests in a  portfolio  of fixed
income securities primarily  denominated in major foreign currencies and baskets
of foreign  currencies  (such as the  European  Currency  Unit,  or "ECU").  The
Adviser  will invest the assets of the  Portfolio  in a number of  international
bond markets so that, under normal  circumstances,  the Portfolio will invest at
least 85% of its assets in  securities  of issuers  located  outside  the United
States,  representing at least three foreign countries, which may be represented
by  futures  contracts   (including   related  options)  with  respect  to  such
securities,  and  options  on  such  securities,   when  the  Adviser  deems  it
appropriate to do so. The Adviser will select the  Portfolio's  foreign  country
and currency  compositions  based on an evaluation of relative  interest  rates,
exchange  rates,  monetary  and  fiscal  policies,  trade  and  current  account
balances,  and any other specific  factors the Adviser  believes to be relevant.
The average  portfolio  duration of this  Portfolio  will normally vary within a
three- to six-year time frame. See "Appendix A Description of Duration."

          The  Portfolio  will invest at least 65% of its assets in Fixed Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  or swap  agreements.  The  Portfolio  may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

          The Portfolio may invest up to 10% of its assets in junk bonds rated B
or higher by Moody's or S&P, or, if unrated,  determined by the Adviser to be of
comparable quality.

          The PIMCO  Foreign Bond  Portfolio  differs from the PIMCO Global Bond
Portfolio primarily in the extent to which assets are invested in the securities
of issuers located outside the United States.

Risk Factors

          The PIMCO Foreign Bond Portfolio is "non-diversified," meaning that it
may invest a greater  percentage  of its assets in the  securities of one issuer
than many of the  other  Portfolios.  The  Portfolio  is,  however,  subject  to
diversification  requirements  imposed by the Internal  Revenue Code of 1986, as
amended,  which means that as of the end of each calendar quarter it may have no
more than 25% of its assets  invested in the securities of a single issuer,  and
may,  with  respect  to 50% of its  assets,  have no more than 5% of its  assets
invested in the securities of a single issuer.  Because it is "non-diversified,"
the  Portfolio  may be  more  susceptible  to  risks  associated  with a  single
economic,  political or regulatory occurrence than a diversified portfolio might
be.

          The Portfolio is subject to interest rate risk.  Generally,  the value
of fixed income securities will change inversely with changes in interest rates.
As  interest  rates rise,  market  value  tends to  decrease.  This risk will be
greater for long-term  securities  than for  short-term  securities.  Derivative
instruments  may be  particularly  sensitive to changes in  prevailing  interest
rates.  Unexpected changes in interest rates may adversely affect the value of a
Portfolio's investments in particular derivative instruments. The Portfolio also
is  subject  to  credit  risk,  which is the  possibility  that an  issuer  of a
security,  or a counterparty  to a derivative  contract,  will default or become
unable to meet a financial obligation.  Junk bonds carry a high degree of credit
risk.  Securities of foreign  issuers may be subject to additional risk factors,
including foreign currency and political risks. For a further  explanation,  see
"Risk  Factors and  Special  Considerations,"  which you should  read  carefully
before investing.
<PAGE>

         The PIMCO Foreign Bond Portfolio may be appropriate for investors who:

         .      seek high current income

         .      seek international diversification

         .      are able to hold their investment over a long time period

         .      are able to tolerate  fluctuations in the principal value of
                their investment

          The PIMCO Foreign Bond Portfolio may NOT be appropriate  for investors
          who:

          .      are uncomfortable with share price fluctuations

          .      invest with a shorter time horizon in mind

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Foreign Bond Portfolio.

          Annual Portfolio  Operating Expenses (as a percentage of net assets)

             Advisory Fee..................................................0.60%
             Administrative Fee............................................0.30%
             Total Annual Portfolio Operating Expenses.....................0.90%

         Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year                  3 years

         $9                     $29


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.


<PAGE>


PIMCO EMERGING MARKETS BOND PORTFOLIO

Investment Objective

          The PIMCO  Emerging  Markets Bond  Portfolio  seeks to maximize  total
return,   consistent  with  preservation  of  capital  and  prudent   investment
management.

Main Investment Strategies

          The PIMCO Emerging  Markets Bond  Portfolio  invests in a portfolio of
fixed income securities  denominated in foreign  currencies and the U.S. dollar.
Under normal market  conditions,  the Portfolio  will invest at least 80% of its
assets in fixed  income  securities  of issuers  that  economically  are tied to
countries with emerging securities  markets.  The Portfolio may invest up to 20%
of its assets in other types of fixed income instruments,  including  securities
of issuers  located in, or securities  denominated in currencies  of,  countries
with developed foreign securities  markets.  The Portfolio also may invest up to
10% of its assets in shares of  investment  companies  that invest  primarily in
emerging market debt securities. The average portfolio duration of the Portfolio
will vary based on the Adviser's  view of the potential for total return offered
by a particular  duration strategy and, under normal market  conditions,  is not
expected to exceed eight years. See "Appendix A Description of Duration."

          The Adviser has broad  discretion  to identify and invest in countries
that it  considers  to qualify as  emerging  securities  markets.  However,  the
Adviser generally  considers an emerging  securities market to be one located in
any country that is defined as an emerging or  developing  economy by any of the
following:  the International Bank for Reconstruction and Development (i.e., the
World Bank), including its various offshoots,  such as the International Finance
Corporation,  or  the  United  Nations  or  its  authorities.   The  Portfolio's
investments  in emerging  market fixed income  securities  may be represented by
securities on which the return is derived  primarily  from  emerging  securities
markets, when the Adviser deems it appropriate to do so.

          The Portfolio  emphasizes countries with relatively low gross national
product per capita and with the potential for rapid economic growth. The Adviser
will  select the  Portfolio's  country  and  currency  composition  based on its
evaluation of relative interest rates, inflation rates, exchange rates, monetary
and fiscal policies,  trade and current account balances, and any other specific
factors  the  Adviser  believes  to  be  relevant.  The  Portfolio  likely  will
concentrate its investments in Asia,  Africa, the Middle East, Latin America and
the developing countries of Europe.

          The  Portfolio  will invest at least 65% of its assets in Fixed Income
Instruments.  The securities may be issued by domestic or foreign entities.  The
Portfolio  may  invest  all of its  assets in  derivative  instruments,  such as
options,  futures  contracts  or swap  agreements.  The  Portfolio  may lend its
portfolio  securities to brokers,  dealers and other  financial  institutions in
order to earn income.

          The Portfolio may invest substantially all of its assets in junk bonds
rated B or higher by Moody's or S&P, or, if unrated,  determined  by the Adviser
to be of comparable quality).

Risk Factors

          The  PIMCO  Emerging  Markets  Bond  Portfolio  is  "non-diversified,"
meaning that it may invest a greater  percentage of its assets in the securities
of one issuer than many of the other  Portfolios.  The  Portfolio  is,  however,
subject to diversification  requirements imposed by the Internal Revenue Code of
1986,  as amended,  which means that as of the end of each calendar  quarter,  a
Portfolio may have no more than 25% of its assets  invested in the securities of
a single issuer,  and may, with respect to 50% of its assets,  have no more than
5% of its assets  invested in the securities of a single  issuer.  Because it is
"non-diversified,"  the Portfolio may be more  susceptible  to risks  associated
with a single  economic,  political or regulatory  occurrence than a diversified
portfolio might be.
<PAGE>

          The  Portfolio  will be  particularly  susceptible  to the  effects of
political  and economic  developments  in the regions in which it invests.  This
effect may be  increased  by a relative  scarcity of issuers in certain of these
markets,  which may result in the Portfolio being highly concentrated in a small
number of issuers. For a further discussion of the special risks of investing in
foreign  and  emerging   market   countries,   see  "Risk  Factors  and  Special
Considerations--Foreign Securities."

          While lower  rated  securities  generally  provide  greater  potential
opportunity  for capital  appreciation  and higher  yields than  investments  in
higher  rated  securities,   they  also  entail  greater  risk,   including  the
possibility  of default or bankruptcy of the issuer of the  securities.  Risk of
default or  bankruptcy  may be greater in  periods of  economic  uncertainty  or
recession,  as the  issuers  may be less  able  to  withstand  general  economic
downturns  affecting  the regions in which the  Portfolio  invests.  The Adviser
seeks to reduce risk through  diversification,  credit analysis and attention to
current  developments and trends in emerging market economies and markets. For a
further  discussion of the special risks of investing in lower rated securities,
see "Risk  Factors  and Special  Considerations--High  Yield  Securities  ("Junk
Bonds")."

          The Portfolio is subject to interest rate risk.  Generally,  the value
of fixed income securities will change inversely with changes in interest rates.
As  interest  rates rise,  market  value  tends to  decrease.  This risk will be
greater for long-term  securities  than for  short-term  securities.  Derivative
instruments  may be  particularly  sensitive to changes in  prevailing  interest
rates. For a further explanation, see "Risk Factors and Special Considerations,"
which you should read carefully before investing.

          The PIMCO  Emerging  Markets Bond  Portfolio  may be  appropriate  for
          investors who:

          .    seek high current income

          .    seek international diversification

          .    are able to hold their investment over a long time period

          .    are able to tolerate potentially significant  fluctuations in the
               principal value of their investment

          The PIMCO Emerging Markets Bond Portfolio may NOT be appropriate 
          for investors who:

          .      are uncomfortable with share price fluctuations

          .      invest with a shorter time horizon in mind

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Emerging Markets Bond Portfolio.
<PAGE>

          Annual Portfolio  Operating Expenses (as a percentage of net assets)

             Advisory Fee..................................................0.65%
             Administrative Fee............................................0.35%
             Total Annual Portfolio Operating Expenses.....................1.00%

          Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period: 

          1 year         3 years

          $10               $32


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.

<PAGE>


PIMCO StocksPLUS GROWTH AND INCOME PORTFOLIO

Investment Objective

          The PIMCO  StocksPLUS  Growth and Income  Portfolio seeks to achieve a
total return which exceeds the total return performance of the S&P 500.

Main Investment Strategies

          The PIMCO  StocksPLUS  Growth and Income  Portfolio  invests in common
stocks,  options,  futures,  options on futures  and swaps  consistent  with its
portfolio  management  strategy as set forth below.  StocksPLUS is the name of a
proprietary  portfolio  management  strategy  which uses S&P 500  derivatives in
addition  to or in place of S&P 500  stocks to  attempt  to equal or exceed  the
performance  of the S&P 500.  The  Adviser  expects  that  under  normal  market
conditions, the Portfolio will invest substantially all of its assets in S&P 500
derivatives,  backed by a portfolio of fixed income securities. The Adviser will
actively  manage the fixed income assets  serving as cover for  derivatives,  as
well as any other  fixed  income  assets held by the  Portfolio,  with a view to
enhancing the Portfolio's  total return  investment  performance,  subject to an
overall  portfolio  duration  which is normally not expected to exceed one year.
See "Appendix A - Description of Duration."

          The S&P 500 is composed of 500 selected  common stocks,  most of which
are listed on the New York Stock Exchange. S&P chooses the stocks to be included
in the S&P 500 solely on a statistical basis.  Stocks  represented  currently in
the S&P 500 represent approximately  two-thirds of the total market value of all
U.S.  common stocks.  The Portfolio is neither  sponsored by nor affiliated with
S&P. The Portfolio  will seek to remain  invested in S&P 500  derivatives or S&P
500 stocks even when the S&P 500 is declining.

          When S&P 500 derivatives  appear to be overvalued  relative to the S&P
500, the  Portfolio may invest up to 100% of its assets in a "basket" of S&P 500
stocks.   The  composition  of  this  basket  will  be  determined  by  standard
statistical  techniques  that  analyze the  historical  correlation  between the
return of every  stock  currently  in the S&P 500 and the  return on the S&P 500
itself.  The Adviser may employ  fundamental stock analysis only to choose among
stocks that have already  satisfied the statistical  correlation  tests.  Stocks
chosen for the Portfolio are not limited to those with any particular  weighting
in the S&P 500.

          Positions  in S&P 500 futures  and options on futures  will be entered
into only to the extent they constitute  permissible positions for the Portfolio
according  to  applicable  rules of the  Commodity  Futures  Trading  Commission
("CFTC").  From time to time,  requirements  of the Internal  Revenue Code or an
unanticipated   inability  to  close  out  positions   when  it  would  be  most
advantageous  to  do  so  may  limit  the  Adviser's  ability  to  use  S&P  500
derivatives.

          Assets not invested in equity securities may be invested in securities
eligible for purchase by the Fixed Income  Portfolios.  The Portfolio may invest
up to 10% of its assets in junk bonds  rated B or higher by Moody's or S&P,  or,
if unrated,  determined by the Adviser to be of comparable quality. In addition,
the Portfolio may lend its  portfolio  securities to brokers,  dealers and other
financial  institutions in order to earn income.  The Portfolio may invest up to
20% of its  assets in  securities  of foreign  issuers,  may  purchase  and sell
options and futures on foreign  currencies,  and may enter into forward currency
contracts. The Portfolio may invest all of its assets in derivative instruments,
such as options, futures contracts or swap agreements.
<PAGE>

Risk Factors

          The PIMCO StocksPLUS  Growth and Income Portfolio is subject to market
risk,  which is the risk that the  market  value of  securities  may move up and
down,  sometimes  rapidly and  unpredictably.  The Portfolio  also is subject to
interest rate risk. Generally,  the value of fixed income securities will change
inversely with changes in interest rates.  As interest rates rise,  market value
tends to decrease.  This risk will be greater for long-term  securities than for
short-term  securities.  Derivative instruments may be particularly sensitive to
changes in prevailing  interest rates.  Unexpected changes in interest rates may
adversely  affect  the  value  of  the  Portfolio's  investments  in  particular
derivative instruments.

          A large number of investors use S&P 500  derivatives  for both hedging
and speculative  purposes,  and although generally this helps guarantee a liquid
market in those  instruments,  at times liquidity may be limited.  The Portfolio
also is subject to credit  risk,  which is the  possibility  that an issuer of a
security,  or a counterparty  to a derivative  contract,  will default or become
unable to meet a financial obligation.  Junk bonds carry a high degree of credit
risk.  Securities of foreign  issuers may be subject to additional risk factors,
including foreign currency and political risks. For a further  explanation,  see
"Risk  Factors and  Special  Considerations,"  which you should  read  carefully
before investing.

          The PIMCO  StocksPLUS  Growth and Income  Portfolio may be appropriate
for investors who:

          .      seek capital appreciation over the long term

          .      can accept short-term risk along with higher potential
                 long-term gains

          .      invest for goals that are many years in the future

          .      seek exposure to equity investments

          The  PIMCO   StocksPLUS   Growth  and  Income  Portfolio  may  NOT  be
appropriate for investors who:

           .   are uncomfortable with an investment that will fluctuate in value

           .   invest with a shorter time horizon in mind

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO StocksPLUS Growth and Income Portfolio.

          Annual Portfolio  Operating Expenses (as a percentage of net assets)

             Advisory Fee..................................................0.40%
             Administrative Fee............................................0.25%
             Total Annual Portfolio Operating Expenses.....................0.65%
                                                                           ----
                                                                           ----
<PAGE>

          Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year              3 years

         $7                  $21


     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.

<PAGE>


PIMCO STRATEGIC BALANCED PORTFOLIO

Investment Objective

          The PIMCO Strategic Balanced Portfolio has as its investment objective
the  maximization of total return,  consistent with  preservation of capital and
prudent investment management.

Main Investment Strategies

          The PIMCO  Strategic  Balanced  Portfolio  invests  in the  securities
eligible for purchase by the PIMCO  StocksPLUS  Growth and Income  Portfolio and
the PIMCO Total Return Bond Portfolio.  The percentage of the Portfolio's assets
allocated to equity or fixed income  securities  will vary according to an asset
allocation methodology developed by the Adviser. The methodology builds upon the
Adviser's long-standing process of economic forecasting of business cycle stages
by applying to this process a disciplined  asset  allocation model which employs
certain statistical variance techniques.  Depending on the outcome of this asset
allocation  methodology,  the Portfolio's  equity exposure will vary between 45%
and 75% of its total assets, and its fixed income exposure will vary between 25%
and 55% of its total  assets.  There is no assurance  that the  Adviser's  asset
allocation  methodology will be successful.  The Portfolio may invest all of its
assets in derivative  instruments,  such as options,  futures  contracts or swap
agreements.

Risk Factors

          The PIMCO  Strategic  Balanced  Portfolio  is subject to market  risk,
which is the risk  that the  market  value of  securities  may move up and down,
sometimes rapidly and  unpredictably.  The Portfolio also is subject to interest
rate risk. Generally, the value of fixed income securities will change inversely
with changes in interest  rates.  As interest rates rise,  market value tends to
decrease. This risk will be greater for long-term securities than for short-term
securities.  Derivative  instruments may be particularly sensitive to changes in
prevailing  interest rates.  Unexpected  changes in interest rates may adversely
affect  the  value  of  a  Portfolio's   investments  in  particular  derivative
instruments.

          A large number of investors use S&P 500  derivatives  for both hedging
and speculative  purposes,  and although generally this helps guarantee a liquid
market in those  instruments,  at times liquidity may be limited.  The Portfolio
also is subject to credit  risk,  which is the  possibility  that an issuer of a
security,  or a counterparty  to a derivative  contract,  will default or become
unable to meet a financial obligation.  Junk bonds carry a high degree of credit
risk.  Securities of foreign  issuers may be subject to additional risk factors,
including foreign currency and political risks. For a further  explanation,  see
"Risk  Factors and  Special  Considerations,"  which you should  read  carefully
before investing.

          The  PIMCO  Strategic   Balanced  Portfolio  may  be  appropriate  for
investors who:

          .    seek income and capital appreciation

          .    want to reduce risk through diversification among these 
               securities and asset types
<PAGE>

          The PIMCO  Strategic  Balanced  Portfolio may NOT be  appropriate  for
investors who:

          .    are uncomfortable with an investment that will fluctuate in value

          .    invest with a shorter time horizon in mind

Fees and Expenses

     The following table indicates the various expenses which an investor should
expect to incur  directly or indirectly in connection  with an investment in the
PIMCO Strategic Balanced Portfolio.

          Annual Portfolio  Operating Expenses (as a percentage of net assets)

             Advisory Fee................................................0.50%
             Administrative Fee..........................................0.25%
             Total Annual Portfolio Operating Expenses...................0.75%

          Example

     You would pay the following expenses on a $1,000 investment, assuming (1) a
hypothetical  5%  annual  return,  and (2)  redemption  at the end of each  time
period:

         1 year              3 years

         $8                  $24

     This example  should not be considered a  representation  of past or future
expenses  or  performance.  Actual  expenses  may be higher or lower  than those
shown.



<PAGE>


                             MANAGEMENT OF THE TRUST

          Each  Portfolio  is a  series  of  shares  of the  Trust,  which is an
open-end  investment  company.  The  business  affairs  of the  Trust  and  each
Portfolio  are  managed  by a Board  of  Trustees.  The  Board  retains  various
companies to carry out the Trust's and the Portfolios' operations. The Board has
the right to terminate these  relationships and retain a different company if it
believes it is in the best interests of the shareholders.

Adviser and Administrator

          PIMCO  serves  as  Adviser  to  the  Portfolios.  The  Adviser  is  an
investment counseling firm founded in 1971, and had approximately $108.5 billion
in assets  under  management  as of September  30,  1997.  PIMCO is a subsidiary
partnership of PIMCO Advisors L.P. ("PIMCO  Advisors").  A majority  interest in
PIMCO Advisors is held by PIMCO Partners,  G.P., a general  partnership  between
Pacific Investment  Management  Company,  a California  corporation and indirect
wholly owned subsidiary of Pacific Life Insurance  Company,  and PIMCO Partners,
LLC, a limited  liability  company  controlled by the PIMCO Managing  Directors.
PIMCO's  address  is  840  Newport  Center  Drive,  Suite  360,  Newport  Beach,
California  92660.  PIMCO  is  registered  as an  investment  adviser  with  the
Securities and Exchange  Commission  ("SEC") and as a commodity  trading advisor
with the CFTC.

          The Adviser  manages the  investment of the assets of each  Portfolio.
The  Adviser  places  orders  for the  purchase  and  sale  of each  Portfolio's
investments  directly with brokers or dealers  selected by it in its discretion.
See "Portfolio  Transactions."  The table below provides  information  about the
individual   portfolio  managers  responsible  for  management  of  the  Trust's
Portfolios, including their occupations for the past five years.
<TABLE>
<S>                                    <C>  

                                        Portfolio Manager And
Portfolio                               Business Experience (Past Five Years)

Money Market Portfolio                  Leslie  Barbi,  Senior  Vice  President,
                                        PIMCO. A Fixed Income Portfolio Manager,
                                        Ms.  Barbi has  managed  the PIMCO Money
                                        Market Fund for the PIMCO Funds: Pacific
                                        Investment   Management   Series   since
                                        November 1, 1995. Prior to joining PIMCO
                                        in 1993, Ms. Barbi was  associated  with
                                        Salomon   Brothers   as  a   proprietary
                                        Portfolio Manager.

Short-Term Bond Portfolio                David H.  Edington,  Managing  Director,              
StocksPLUS Growth and Income             PIMCO. A Fixed Income Portfolio Manager,
   Portfolio                             Mr.  Edington  joined  PIMCO in 1987 and
Strategic Balanced Portfolio             has   managed   the  PIMCO   Short-Term,
                                         StocksPLUS,   Strategic   Balanced   and
                                         Moderate  Duration  Funds  for the PIMCO
                                         Funds:  Pacific  Investment   Management
                                         Series since their inception, October 7,
                                         1987,  May 14,  1993,  June 28, 1996 and
                                         December 31, 1996, respectively.        
                                         

Low Duration Bond Portfolio              William  H.  Gross,  Managing  Director,    
Total Return Bond Portfolio              PIMCO. A Fixed Income Portfolio Manager,
                                         Mr.  Gross  is one of  the  founders  of
                                         PIMCO  and has  managed  the  PIMCO  Low
                                         Duration,  Low Duration II, Low Duration
                                         III,  Total Return,  Total Return II and
                                         Total  Return  III  Funds  for the PIMCO
                                         Funds:  Pacific  Investment   Management
                                         Series since their inceptions on May 11,
                                         1987,  November  1, 1991,  December  31,
                                         1996,  May 11,  1987,  December 30, 1991
                                         and May 1, 1991, respectively.          
                                         
<PAGE>
                                        
                                        

High Yield Bond Portfolio               Benjamin  Trosky,   Managing   Director,
                                        PIMCO. A Fixed Income Portfolio Manager,
                                        Mr.  Trosky joined PIMCO in 1990 and has
                                        managed  the PIMCO  High  Yield Fund for
                                        the  PIMCO  Funds:   Pacific  Investment
                                        Management Series since its inception on
                                        December 16, 1992.

Emerging Markets Bond Portfolio         Michael  J.   Rosborough,   Senior  Vice
                                        President,   PIMCO.   A   Fixed   Income
                                        Portfolio  Manager,  Mr.  Rosborough was
                                        associated with RBC Dominion in Tokyo as
                                        a Vice  President and Manager in foreign
                                        fixed income  prior to joining  PIMCO in
                                        1994.  Mr.  Rosborough  has  managed the
                                        PIMCO Emerging Markets Bond Fund for the
                                        PIMCO    Funds:    Pacific    Investment
                                        Management Series since its inception on
                                        July 31, 1997.

Foreign Bond Portfolio                  Lee R. Thomas,  III,  Managing  Director
Global Bond Portfolio                   and   Senior   International   Portfolio
                                        Manager, PIMCO. A Fixed Income Portfolio
                                        Manager,  Mr.  Thomas  has  managed  the
                                        PIMCO    Funds:    Pacific    Investment
                                        Management  Series' Foreign Bond, Global
                                        Bond and International  Bond Funds since
                                        July 13, 1995, and the PIMCO Global Bond
                                        Fund II since October 1, 1995.  Prior to
                                        joining  PIMCO in 1995,  Mr.  Thomas was
                                        associated  with  Investcorp as a member
                                        of the management committee  responsible
                                        for  global   securities   and   foreign
                                        exchange  trading.  Prior to Investcorp,
                                        he was associated  with Goldman Sachs as
                                        an Executive  Director in foreign  fixed
                                        income.
</TABLE>

     PIMCO  also  serves as  administrator  to the  Portfolios.  PIMCO  provides
administrative  services to the  Portfolios,  which  include  clerical  help and
accounting,  bookkeeping,  internal audit  services,  and certain other services
required  by  the   Portfolios,   preparation  of  reports  to  the  Portfolios'
shareholders or other appropriate parties, and regulatory filings.

Advisory And Administrative Fees

     The Portfolios  feature fixed advisory and  administrative  fee rates.  For
providing  investment advisory and administrative  services to the Portfolios as
described  below,  PIMCO receives  monthly fees from each Portfolio at an annual
rate based on the average daily net assets of the Portfolio as follows:
<PAGE>
<TABLE>
        <S>                                                                       <C>

                                                                                   Advisory
        Portfolio                                                                  Fee Rate
        Money Market Portfolio.......................................................0.30%
        Short-Term Bond Portfolio....................................................0.35%
        Low Duration Bond, Total Return Bond and
           StocksPLUS Growth and Income Portfolios...................................0.40%
        Strategic Balanced and High Yield Bond Portfolios............................0.50%
        Global Bond and Foreign Bond Portfolios......................................0.60%
        Emerging Markets Bond Portfolio..............................................0.65%

                                                                                    Administrative
                                                                                    Fee Rate
        Portfolio                                                                              
        Money Market Portfolio........................................................0.20%
        Short-Term Bond, Low Duration Bond, Total Return Bond,
           StocksPLUS, Strategic Balanced and High Yield Bond Portfolios..............0.25%
        Global Bond and Foreign Bond Portfolios.......................................0.30%
        Emerging Markets Bond Portfolio...............................................0.35%
</TABLE>

     PIMCO pays for most of the  expenses of the  Portfolios,  including  legal,
audit, custody,  transfer agency and certain other services,  and is responsible
for the  costs  of  registration  of the  Trust's  shares  and the  printing  of
prospectuses  and  shareholder   reports  for  current   shareholders  or  other
appropriate parties.

     The Portfolios are responsible for bearing certain expenses associated with
their operations that are not provided or procured by PIMCO.  These expenses are
not expected to have a material effect on the Portfolio expense ratios.

Portfolio Transactions

     The Adviser has  discretion to select the brokers and dealers with which it
places orders for the purchase and sale of portfolio  investments.  In doing so,
the Adviser will seek the best price and execution of the Portfolios'  orders. A
Portfolio may pay higher  commission  rates than the lowest  available  when the
Adviser  believes it is  reasonable  in light of the value of the  brokerage and
research services provided by the broker effecting the transaction.

     The Adviser manages the Portfolios without regard generally to restrictions
on  portfolio  turnover.  The  Adviser's  use  of  derivative  instruments  with
relatively short  maturities may tend to exaggerate the portfolio  turnover rate
for  some of the  Portfolios.  Trading  in  fixed  income  securities  does  not
generally  involve  the  payment  of  brokerage  commissions,  but does  involve
indirect transaction costs. The use of futures contracts may involve the payment
of commissions to futures commission  merchants.  A Portfolio with a higher rate
of portfolio turnover will generally incur higher transaction costs.

     Some  securities  considered for  investment by the Portfolios  also may be
appropriate  for other clients  served by the Adviser.  If a purchase or sale of
securities  consistent  with the  investment  policies of a Portfolio and one or
more of these  clients  served by the Adviser is considered at or about the same
time,  transactions in such securities will be allocated among the Portfolio and
clients in a manner deemed fair and  reasonable by the Adviser.  The Adviser may
aggregate orders for the Portfolios with simultaneous  transactions entered into
on behalf of other clients of the Adviser.

<PAGE>

                               PURCHASE OF SHARES

     As of the date of this Prospectus, shares of the Portfolios are offered for
purchase by  Separate  Accounts to serve as an  investment  medium for  Variable
Contracts  issued by life  insurance  companies,  and to  qualified  pension and
retirement plans outside of the separate account context.

     While the Portfolios currently do not foresee any disadvantages to Variable
Contract  Owners  if the  Portfolios  serve  as an  investment  medium  for both
variable  annuity  contracts  and  variable  life  insurance  policies,  due  to
differences  in tax  treatment  or  other  considerations,  it is  theoretically
possible that the interest of owners of annuity contracts and insurance policies
for which the Portfolios served as an investment medium might at some time be in
conflict. However, the Trust's Board of Trustees and each insurance company with
a separate account  allocating  assets to the Portfolios are required to monitor
events to identify any material  conflicts  between  variable  annuity  contract
owners and variable life insurance  policy  owners,  and would have to determine
what action, if any, should be taken in the event of such a conflict.  If such a
conflict occurred, an insurance company participating in the Portfolios might be
required to redeem the  investment of one or more of its separate  accounts from
the  Portfolios,  which  might  force  the  Portfolios  to  sell  securities  at
disadvantageous prices.

     The Trust is "open for  business"  on each day the New York Stock  Exchange
(the "Exchange") is open for trading,  and the net asset value per share of each
Portfolio  will be determined  once on each day on which the Exchange is open as
of the close of regular trading on the Exchange  (ordinarily  4:00 p.m.  Eastern
Time). A purchase order,  together with payment in proper form,  received before
the Trust's close of business  (ordinarily 4:00 p.m., Eastern time) on a day the
Trust is open for business  will be effected at that day's net asset  value.  In
order to facilitate  efficient  operation of the PIMCO  StocksPLUS and Strategic
Balanced  Portfolios,  the Trust  requests  that all  purchase  orders for these
Portfolios be received  before 3:00 p.m.,  Eastern time. An order received after
the  close  of  business  generally  will be  effected  at the net  asset  value
determined on the next business day.

     The  Trust  and its  distributor  each  reserves  the  right,  in its  sole
discretion, to suspend the offering of shares of the Portfolios or to reject any
purchase order,  in whole or in part, or to redeem shares,  in whole or in part,
when, in the judgment of management, such suspension or rejection is in the best
interests of the Trust.  The sale of shares will be suspended  during any period
in which the  Exchange  is closed for other than  weekends  or  holidays,  or if
permitted by the rules of the SEC, when trading on the Exchange is restricted or
during an emergency which makes it  impracticable  for the Portfolios to dispose
of their  securities  or to determine  fairly the value of their net assets,  or
during any other period as permitted by the SEC for the protection of investors.
In the event that a  Portfolio  ceases  offering  its  shares,  any  investments
allocated to the Portfolio will, subject to any necessary regulatory  approvals,
be invested in another Portfolio.

                              REDEMPTION OF SHARES

     Shares may be redeemed  without  charge on any day that the net asset value
is  calculated.  All  redemption  orders are effected at the net asset value per
share next determined after a redemption request is received. Payment for shares
redeemed normally will be made within seven days.

     The Trust may suspend the right of  redemption or postpone the payment date
at times  when the  Exchange  is  closed,  or during  certain  other  periods as
permitted  under the  federal  securities  laws.  In  consideration  of the best
interests of the  remaining  shareholders,  the Trust  reserves the right to pay
redemption  proceeds in whole or in part by a distribution in kind of securities
held by a Portfolio  in lieu of cash.  It is highly  unlikely  that shares would
ever be redeemed in kind. If shares are redeemed in kind, however, the redeeming
shareholder should expect to incur transaction costs upon the disposition of the
securities received in the distribution.
<PAGE>

                                      TAXES

     Each  Portfolio  intends  to  qualify  as a  regulated  investment  company
annually  and to elect to be  treated  as a  regulated  investment  company  for
federal income tax purposes. As such, a Portfolio generally will not pay federal
income tax on the income and gains it pays as dividends to its shareholders.  In
order to avoid a 4% federal  excise tax,  each  Portfolio  intends to distribute
each year substantially all of its net income and gains.

     The  Portfolios  also  intend to comply with  diversification  requirements
imposed by  regulations  under Section  817(h) of the Internal  Revenue Code, as
amended.  Compliance with these  diversification  rules generally will limit the
ability of a Portfolio to invest  greater than 55% of its total assets in direct
obligations of the U.S.  Treasury (or any other issuer),  or to invest primarily
in  securities  issued  by a  single  agency  or  instrumentality  of  the  U.S.
Government.

     If a Portfolio fails to meet the diversification  requirement under Section
817(h),  income with respect to Variable  Contracts invested in the Portfolio at
any time during the calendar  quarter in which the failure occurred could become
currently  taxable to the owners of the Variable  Contracts and income for prior
periods with respect to such contracts also could be taxable, most likely in the
year of the failure to achieve the required  diversification.  Other adverse tax
consequences could also ensue.

     Please  refer to the  prospectus  for the  Separate  Account  and  Variable
Contract  for  information   regarding  the  federal  income  tax  treatment  of
distributions to the Separate Account.  See "Additional  Information  Additional
Tax Information" in the Portfolios' Statement of Additional Information for more
information on taxes.

                     RISK FACTORS AND SPECIAL CONSIDERATIONS

     A Portfolio's risk profile is largely defined by the Portfolio's  principal
securities  and the  investment  practices  that it uses. You can find a concise
description  of  each  Portfolio's   risk  profile  in  the  section   captioned
"Description of Portfolios" in this  Prospectus.  As with any mutual fund, there
is no  guarantee  that a  Portfolio  will earn  income or show a positive  total
return  over any period of time,  and you could lose money by  investing  in the
Portfolio.

     The  Portfolios  are  permitted to use,  within limits  established  by the
Trustees  and imposed by  applicable  laws,  a wide  variety of  securities  and
investment  practices,  each  of  which  has  certain  risks  and  opportunities
associated  with it. To the extent that a  Portfolio  uses these  securities  or
practices,  its  overall  performance  may be  affected,  either  positively  or
negatively.  The following pages describe certain of the securities in which the
Portfolios  may  invest  and  certain  of  investment  practices  in  which  the
Portfolios may engage,  along with the risks  associated  with them.  Additional
information  about these and other  investments and investment  practices may be
found in the Statement of Additional  Information,  which you may obtain free of
charge by calling (888) 746-2688.

<PAGE>

U.S. Government Securities

     U.S.  Government  securities  are  obligations  of and,  in certain  cases,
guaranteed by, the U.S. Government, its agencies or instrumentalities.  The U.S.
Government  does not  guarantee the net asset value of the  Portfolios'  shares.
U.S.  Government  securities  may include zero coupon  securities,  which do not
distribute  interest on a current basis and tend to be subject to greater market
risk than interest-paying securities of similar maturities.

Corporate Debt Securities

     The rate of  interest  paid on a  corporate  debt  security  may be  fixed,
floating or variable,  and may vary inversely with respect to a reference  rate.
See "Variable and Floating Rate Securities"  below. The rate of return or return
of principal on some debt  obligations  may be linked or indexed to the level of
exchange  rates between the U.S.  dollar and a foreign  currency or  currencies.
Investments in corporate debt securities that are rated below  investment  grade
are  described  below in "High  Yield  Securities  ("Junk  Bonds")."  See  also,
"Appendix B -- Description of Securities Ratings."

Convertible Securities and Equity Securities

     Although  most  Portfolios  intend  to  invest  primarily  in fixed  income
securities,  each may invest in  convertible  securities  or equity  securities.
While some countries or companies may be regarded as favorable investments, pure
fixed income  opportunities  may be  unattractive or limited due to insufficient
supply,  or legal or  technical  restrictions.  In such cases,  a Portfolio  may
consider  equity  securities or convertible  securities to gain exposure to such
investments.

     A  convertible  security is a fixed income  security  that may be converted
into a prescribed amount of common stock at a specified formula. A Portfolio may
be  required  to permit  the  issuer of a  convertible  security  to redeem  the
security,  convert it into the  underlying  common stock,  or sell it to a third
party,  which could have an adverse  effect on a Portfolio's  ability to achieve
its investment objective.

Variable and Floating Rate Securities

     Variable and floating rate securities provide for a periodic  adjustment in
the interest rate paid on the obligations.  Each of the Fixed Income  Portfolios
may engage in credit spread trades and invest in floating rate debt  instruments
("floaters"). The interest rate on a floater is a variable rate which is tied to
another  interest rate, such as a money-market  index or Treasury bill rate, and
resets  periodically.  While  variable and floating  rate  securities  provide a
Portfolio with a certain degree of protection against rises in interest rates, a
Portfolio will participate in any declines in interest rates as well.

Inflation-Indexed Bonds

     Inflation-indexed  bonds are fixed income  securities whose principal value
is  periodically  adjusted  according  to the  rate  of  inflation.  Such  bonds
generally  are issued at an  interest  rate lower than  typical  bonds,  but are
expected to retain their  principal  value over time. The interest rate on these
bonds is fixed at issuance,  but over the life of the bond this  interest may be
paid on an increasing principal value, which has been adjusted for inflation. If
a guarantee of principal is not provided,  the adjusted  principal  value of the
bond repaid at maturity  may be less than the  original  principal.  While these
securities  are expected to be protected  from  long-term  inflationary  trends,
short-term increases in inflation may lead to a decline in value.
<PAGE>

Mortgage-Related and Other Asset-Backed Securities

     Each of the Portfolios (except the PIMCO Money Market Portfolio) may invest
all of its assets in mortgage- or other  asset-backed  securities.  The value of
some mortgage- or asset-backed  securities in which the Portfolios invest may be
particularly  sensitive to changes in prevailing interest rates, and, like other
fixed income  investments,  the ability of a Portfolio to successfully use these
instruments  may  depend in part upon the  ability of the  Adviser  to  forecast
interest rates and other economic factors correctly.

     Mortgage Pass-Through Securities represent interests in "pools" of mortgage
loans secured by residential or commercial  real  property.  Early  repayment of
principal on some mortgage-related  securities may expose a Portfolio to a lower
rate  of  return  upon  reinvestment  of  principal.  Like  other  fixed  income
securities,  when interest rates rise, the value of a mortgage-related  security
generally will decline; however, when interest rates are declining, the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed income securities.  The rate of prepayments on underlying  mortgages
will affect the price and  volatility of a  mortgage-related  security,  and may
have the  effect of  shortening  or  extending  the  effective  maturity  of the
security.

     Commercial  Mortgage-Backed  Securities  include securities that reflect an
interest in, and are secured by,  mortgage  loans on commercial  real  property.
Many of the risks of investing in commercial  mortgage-backed securities reflect
the risks of  investing  in the real estate  securing  the  underlying  mortgage
loans. These risks reflect the effects of local and other economic conditions on
real  estate  markets,  the  ability of tenants to make loan  payments,  and the
ability of a property to attract and retain tenants.  Commercial mortgage-backed
securities may be less liquid and exhibit  greater price  volatility  than other
types of mortgage-related or asset-backed securities.

     Mortgage-Related  Securities  include securities other than those described
above that directly or indirectly  represent a participation  in, or are secured
by and payable from, mortgage loans on real property.

     Other  Asset-Backed   Securities.   The  Portfolios  may  invest  in  other
asset-backed  securities  that have been or may be offered to  investors.  For a
discussion  of the  characteristics  of  some  of  these  instruments,  see  the
Statement of Additional Information.

Foreign Securities

     Each of the  Portfolios may invest  directly in fixed income  securities of
non-U.S. issuers. The PIMCO Money Market and High Yield Bond Portfolios may only
invest in U.S.  dollar-denominated fixed income securities of non-U.S.  issuers.
The PIMCO StocksPLUS  Growth and Income Portfolio may invest directly in foreign
equity securities.

     Investing  in the  securities  of issuers in any foreign  country  involves
special risks and considerations not typically associated with investing in U.S.
companies.  These  risks  include:  differences  in  accounting,   auditing  and
financial  reporting  standards;  generally  higher  commission rates on foreign
portfolio  transactions;  the possibility of  nationalization,  expropriation or
confiscatory  taxation;  adverse  changes  in  investment  or  exchange  control
regulations  (which may include  suspension of the ability to transfer  currency
from a country);  and political  instability which could affect U.S. investments
in  foreign  countries.  Additionally,  foreign  securities  and  dividends  and
interest payable on those securities may be subject to foreign taxes,  including
taxes withheld from payments on those securities. Foreign securities often trade
with less  frequency  and volume than  domestic  securities  and  therefore  may
exhibit greater price volatility. Additional costs associated with an investment
in foreign  securities may include higher  custodial fees than apply to domestic
custodial  arrangements and transaction  costs of foreign currency  conversions.
Changes  in foreign  exchange  rates  also will  affect the value of  securities
denominated or quoted in currencies other than the U.S. dollar.
<PAGE>

     Certain of the Portfolios, and particularly the PIMCO Emerging Markets Bond
Portfolio,  may invest in the  securities  of issuers  based in  countries  with
developing  economies.  Investing in developing (or "emerging market") countries
involves  certain  risks  not  typically   associated  with  investing  in  U.S.
securities,  and  imposes  risks  greater  than,  or in  addition  to,  risks of
investing  in foreign,  developed  countries.  These  risks are  detailed in the
Statement of Additional Information.

Foreign Currency Transactions

     Foreign  currency  exchange  rates may fluctuate  significantly  over short
periods of time.  All  Portfolios  that may invest in securities  denominated in
foreign  currencies  may buy and sell foreign  currencies  on a spot and forward
basis to reduce  the risks of  adverse  changes in  foreign  exchange  rates.  A
forward foreign currency  exchange  contract  reduces a Portfolio's  exposure to
changes in the value of the currency it will deliver and  increases its exposure
to changes in the value of the currency it will exchange into. Contracts to sell
foreign  currency  would limit any  potential  gain which might be realized by a
Portfolio if the value of the hedged currency  increases.  A Portfolio may enter
into these contracts for the purpose of hedging  against  foreign  exchange risk
arising from the Portfolio's  investment or anticipated investment in securities
denominated  in  foreign  currencies.  A  Portfolio  also may enter  into  these
contracts for purposes of increasing  exposure to a foreign currency or to shift
exposure to foreign currency fluctuations from one country to another.

     All  Portfolios  that may  invest  in  securities  denominated  in  foreign
currencies  may invest in options on foreign  currencies  and  foreign  currency
futures and options thereon.  The Portfolios also may invest in foreign currency
exchange-related  securities,  such  as  foreign  currency  warrants  and  other
instruments  whose return is linked to foreign  currency  exchange  rates.  Each
Portfolio  that may invest in  securities  denominated  in  foreign  currencies,
except the PIMCO Global Bond and  Emerging  Markets  Bond  Portfolios,  will use
these techniques to hedge at least 75% of its exposure to foreign currency.  For
a description of these instruments,  see "Derivative  Instruments" below and the
Statement of Additional Information.

High Yield Securities ("Junk Bonds")

     Investing in high yield  securities  involves  special risks in addition to
the risks associated with  investments in higher rated fixed income  securities.
High yield securities may be regarded as predominately  speculative with respect
to the issuer's continuing ability to meet principal and interest payments.  For
more information, see "Appendix B -- Decription of Securities Ratings." Analysis
of the  creditworthiness of issuers of high yield securities may be more complex
than for issuers of higher quality debt securities.

     High yield securities may be more susceptible to real or perceived  adverse
economic and competitive  industry conditions than higher grade securities.  The
prices of high yield securities have been found to be less sensitive to interest
rate changes than more highly rated  investments,  but more sensitive to adverse
economic downturns or individual corporate  developments.  If the issuer of high
yield securities  defaults,  a Portfolio may incur  additional  expenses to seek
recovery.

     The secondary markets on which high yield securities are traded may be less
liquid than the market for higher grade  securities,  which may adversely affect
and cause  large  fluctuations  in the daily  net asset  value of a  Portfolio's
shares.  Adverse  publicity  and investor  perceptions,  whether or not based on
fundamental  analysis,  may  decrease  the  values and  liquidity  of high yield
securities, especially in a thinly traded market.
<PAGE>

     The  Adviser  seeks to  minimize  the  risks  of  investing  in high  yield
securities  through  diversification,  in-depth credit analysis and attention to
current developments in interest rates and market conditions.

Derivative Instruments

     To the extent  permitted by the  investment  objectives and policies of the
Portfolios,  the  Portfolios  (except  the PIMCO  Money  Market  Portfolio)  may
purchase and write call and put options on  securities,  securities  indexes and
foreign currencies,  and enter into futures contracts and use options on futures
contracts.  The Portfolios  also may enter into swap  agreements with respect to
foreign currencies,  interest rates, and securities indexes.  The Portfolios may
use these  techniques  to hedge  against  changes  in  interest  rates,  foreign
currency  exchange  rates  or  securities  prices  or as part of  their  overall
investment strategies.

     Each Portfolio  (except the PIMCO Money Market Portfolio) may invest all of
its assets in derivative instruments, subject only to the Portfolio's investment
objective and policies and any  restrictions  imposed by applicable law. The use
of these  strategies  involves  certain  special  risks,  including  a  possible
imperfect  correlation,  or even no  correlation,  between  price  movements  of
derivative  instruments and price movements of related  investments.  While some
strategies  involving  derivative  instruments can reduce the risk of loss, they
can also reduce the  opportunity for gain or even result in losses by offsetting
favorable  price  movements  in related  investments  or  otherwise,  due to the
possible  inability of a Portfolio to purchase or sell a portfolio security at a
time that otherwise would be favorable, or the possible need to sell a portfolio
security at a disadvantageous time because the Portfolio is required to maintain
asset  coverage or  offsetting  positions in  connection  with  transactions  in
derivative  instruments,  and the possible inability of a Portfolio to close out
or to  liquidate  its  derivatives  positions.  The  value  of  some  derivative
instruments  in which the  Portfolios  invest may be  particularly  sensitive to
changes in prevailing  interest  rates,  and, like the other  investments of the
Portfolios, the ability of a Portfolio to successfully use these instruments may
depend in part upon the ability of the Adviser to  forecast  interest  rates and
other economic  factors  correctly.  If the Adviser  incorrectly  forecasts such
factors and has taken positions in derivative instruments contrary to prevailing
market trends, the Portfolios could be exposed to the risk of loss.

Temporary Defensive Positions

     For  temporary,  defensive or emergency  purposes,  a Portfolio  may invest
without  limit  in U.S.  debt  securities,  including  short-term  money  market
securities, when in the opinion of the Advisor it is appropriate to do so. It is
impossible to predict for how long such alternative strategies will be utilized.


                                OTHER INFORMATION

Portfolio Names

     Each of the Fixed  Income  Portfolios  (other than the PIMCO  Money  Market
Portfolio)  considers  the various  types of debt or fixed income  securities in
which it invests, as specifically described in this Prospectus, to be "bonds" as
referenced  in that  Portfolio's  name.  The use of this  name is not  meant  to
restrict a Portfolio's investment to the narrow category of debt securities that
are formally called "bonds."
<PAGE>

Total Return

     The "total  return"  sought by certain of the  Portfolios  will  consist of
interest  and  dividends  from  underlying   securities,   capital  appreciation
reflected in unrealized increases in value of portfolio securities,  or realized
from the purchase  and sale of  securities  and use of futures and  options,  or
gains from favorable changes in foreign currency exchange rates. Generally, over
the long term, the total return obtained by a portfolio  investing  primarily in
fixed income  securities  is not  expected to be as great as that  obtained by a
portfolio  that invests  primarily in equity  securities.  At the same time, the
market risk and price  volatility of a fixed income  portfolio is expected to be
less than that of an  equity  portfolio,  so that a fixed  income  portfolio  is
generally considered to be a more conservative investment.  The change in market
value of fixed income  securities (and therefore  their capital  appreciation or
depreciation)  is largely a function of changes in the current level of interest
rates.  Generally,  when interest rates are falling,  a portfolio with a shorter
duration will not generate as high a level of total return as a portfolio with a
longer duration.  See "Appendix A - Description of Duration."  Conversely,  when
interest rates are rising,  a portfolio  with a shorter  duration will generally
outperform  longer duration  portfolios.  When interest rates are flat,  shorter
duration portfolios  generally will not generate as high a level of total return
as longer duration portfolios (assuming that long-term interest rates are higher
than  short-term  rates,  which is  commonly  the  case).  With  respect  to the
composition  of any fixed  income  portfolio,  the  longer the  duration  of the
portfolio,  the  greater  the  anticipated  potential  for total  return,  with,
however, greater attendant market risk and price volatility than for a portfolio
with a shorter duration. The market value of fixed income securities denominated
in  currencies  other than the U.S.  dollar also may be affected by movements in
foreign currency exchange rates.

     The  change  in market  value of equity  securities  (and  therefore  their
capital  appreciation  or  depreciation)  may depend  upon a number of  factors,
including:  conditions in the securities  markets,  the business  success of the
security's  issuer,  changing  interest  rates,  real or perceived  economic and
competitive   industry   conditions,   and  foreign  currency   exchange  rates.
Historically,  the total return  performance of  equity-oriented  portfolios has
generally been greater over the long term than fixed income portfolios. However,
the market risk and price volatility of an equity portfolio is generally greater
than that of a fixed income portfolio,  and is generally considered to be a more
aggressive investment.

Performance Information of Similar Funds

     The following table provides  information  concerning the historical  total
return performance of the Institutional  Class shares of certain series of PIMCO
Funds:  Pacific  Investment  Management  Series  ("PIMS"),   another  registered
investment company managed by PIMCO. Each PIMS series has investment objectives,
policies and risks  substantially  similar to those of its respective  Portfolio
and is currently  managed by the same  portfolio  manager.  While the investment
objectives  and policies of each PIMS series and its  respective  Portfolio  are
similar,  they are not identical and the  performance of the PIMS series and the
Portfolio will vary. The data is provided to illustrate the past  performance of
each portfolio manager in managing a substantially  similar investment portfolio
and does not  represent  the past  performance  of any of the  Portfolios or the
future  performance  of any  Portfolio or its portfolio  manager.  Consequently,
potential  investors  should not consider this performance data as an indication
of the future performance of any Portfolio or of its portfolio manager.

     The  performance  data shown below reflects the operating  expenses of each
PIMS series,  which for all series  except the PIMCO  StocksPLUS  Fund are lower
than the expenses of the  corresponding  Portfolio.  Performance would have been
lower for those series if the Portfolios'  expenses were used. In addition,  the
PIMS series,  unlike the Portfolios,  are not sold to Separate  Accounts to fund
Variable Contracts.  As a result, the performance results presented below do not
take into account charges or deductions  against a Separate  Account or Variable
Contract for cost of insurance  charges,  premium  loads,  administrative  fees,
maintenance fees,  premium taxes,  mortality and expense risk charges,  or other
charges that may be incurred  under a Variable  Contract for which the Portfolio
serves as an  underlying  investment  vehicle.  By contrast,  Variable  Contract
Owners  with  contract  value  allocated  to the  Portfolios  will be subject to
charges and expenses relating to the Variable Contracts and Separate Accounts.
<PAGE>

     Each PIMS series'  performance data shown below is calculated in accordance
with standards prescribed by the SEC for the calculation of average annual total
return  information.  The investment  results of the PIMS series presented below
are unaudited  and are not intended to predict or suggest  results that might be
experienced  by the PIMS series or the  Portfolios.  Share prices and investment
returns  will  fluctuate  reflecting  market  conditions,  as well as changes in
company-specific  fundamentals of portfolio securities. The performance data for
the benchmark indices  identified below does not reflect the fees or expenses of
the PIMS series or the Portfolios.

Average Annual Total Return for Similar Series of PIMS and for Benchmark Indices
                         for Periods Ended June 30, 1997

<TABLE>
     <S>                                             <C>          <C>         <C>                  <C>
                                                                               Since           Inception
       PIMS Series Fund / Benchmark                   1 Year      5 Years      Inception       Date
       ----------------------------                   ------      -------      -------------   ------------

       PIMCO Money Market Fund1                       5.23%        4.43%         4.54%          3/1/91
            Lipper Money Market2                      4.69%        4.09%

       PIMCO Short-Term Bond Fund                     7.55%        5.69%         6.60%         10/7/87
            Lipper Money Market2                      4.69%        4.09%

       PIMCO Low Duration Bond Fund                   8.79%        6.85%         8.31%          5/11/87
            Merrill Lynch 1-3 yr. Treasury3           6.57%        5.57%

       PIMCO Total Return Bond Fund                   9.93%        8.31%         9.73%          5/11/87
            Lehman Aggregate Bond4                    8.15%        7.12%

       PIMCO High Yield Bond Fund                     16.15%        N/A         13.03%         12/16/92
            Lehman BB Int. Corporate5                 13.01%        N/A

       PIMCO Global Bond Fund6                        8.26%         N/A          8.97%         11/23/93
            J. P. Morgan Global (Unhedged)7          4.48%         N/A

       PIMCO Foreign Bond Fund8                       17.16%        N/A         11.54%         12/3/92
            J. P. Morgan Non-U.S. (Hedged)9           13.38%        N/A

       PIMCO StocksPLUS Fund                          34.33%        N/A         22.68%          5/14/93
            S & P 50010                               34.70%        N/A

       PIMCO Strategic Balanced Fund                  25.51%        N/A         25.51%          6/28/96
            Lipper Balanced Index11                   20.41%        N/A

__________________
</TABLE>

<PAGE>

1   Prior to November 1, 1995, the Money Market Fund was managed by a different
portfolio manager.

2  The Lipper Money Market Index consists of the performance returns of the 30
largest  Money Market Funds  equally  weighted as compiled by Lipper  Analytical
Services,  Inc. The Index reflects  performance  which is net of fees charged by
each  respective  Fund in the index and assumes  reinvestment  of dividends  and
capital gain distributions, if any.

3  The  Merrill  Lynch 1-3 Year  Treasury  Index  consists  of all public U.S.
Treasury  obligations  having  maturities  from  one to 2.99  years.  The  Index
includes  income  and  distributions  but  does  not  reflect  fees,   brokerage
commissions or other expenses of investing.

4  The Lehman  Brothers  Aggregate Bond Index consists of the Lehman  Brothers
Government/Corporate Bond Index, the Lehman Brothers Mortgage-Backed  Securities
Index,   and  the   Lehman   Brothers   Asset-Backed   Securities   Index.   The
Government/Corporate  Bond Index consists of the Lehman Brothers Government Bond
Index and the Lehman  Brothers  Corporate Bond Index.  The Government Bond Index
includes all public obligations of the U.S. Treasury (excluding flower bonds and
foreign-targeted  issues),  its agencies  and  quasi-federal  corporations,  and
corporate  debt  guaranteed by the U.S.  Government.  The  Corporate  Bond Index
includes all publicly issued, fixed rate,  non-convertible investment grade U.S.
dollar denominated corporate debt registered with the SEC; it also includes debt
issued or  guaranteed  by foreign  sovereign  governments,  municipalities,  and
governmental or international  agencies.  The  Mortgage-Backed  Securities Index
consists of 15- and 30-year fixed rate  securities  backed by mortgage  pools of
the Government  National  Mortgage  Association,  the Federal Home Loan Mortgage
Corporation and the Federal National Mortgage  Association  (excluding buydowns,
manufactured homes and graduated equity mortgages).  The Asset-Backed Securities
Index  consists  of  credit  card,   auto  and  home  equity  loans   (excluding
subordinated  tranches)  with an average life of one year.  Each Index  includes
income and  distributions  but does not reflect fees,  brokerage  commissions or
other expenses of investing.

5  The Lehman Brothers BB Intermediate  Corporate Index is an unmanaged market
index comprised of various fixed income  securities rated BB. The Index includes
income and  distributions  but does not reflect fees,  brokerage  commissions or
other expenses of investing.

6  Prior to July 13, 1995, the Global Bond Fund was managed by a different 
portfolio manager.

7  The J.P.  Morgan  Global  Index  (Unhedged)  is an  unmanaged  market index
representative  of the total return  performance in U.S.  dollars on an unhedged
basis of major world bond markets.  The Index includes income and  distributions
but does not reflect fees, brokerage commissions or other expenses of investing.

8  Prior to July 13, 1995, the Foreign Bond Fund was managed by a different
portfolio manager. 

9  The J.P.  Morgan  Non-U.S.  Index  (Hedged) is an  unmanaged  market  index
representative of the total return performance in U.S. dollars of major non-U.S.
bond markets.  The Index includes income and  distributions but does not reflect
fees, brokerage commissions or other expenses of investing.

10  The Standard & Poor's 500 Composite Stock Price Index is an unmanaged index
containing  common  stocks  of  500  industrial,   transportation,  utility  and
financial  companies,  regarded as generally  representative  of the U.S.  stock
market.  The Index  reflects the  reinvestment  of income  dividends and capital
gains distributions,  if any, but does not reflect fees, brokerage  commissions,
or other expenses of investing.

11  The Lipper  Balanced  Index consists of the  performance  returns of the 30
largest  Balanced  Funds  equally  weighted  as  compiled  by Lipper  Analytical
Services,  Inc. The Index reflects  performance  which is net of fees charged by
each  respective  Fund in the index and assumes  reinvestment  of dividends  and
capital gain distributions, if any.


<PAGE>
                         PIMCO Variable Insurance Trust

                       Statement of Additional Information


     PIMCO  Variable  Insurance  Trust (the  "Trust") is an open-end  management
investment  company  ("mutual  fund")  currently   consisting  of  ten  separate
investment portfolios (the "Portfolios"):  the PIMCO Money Market Portfolio; the
PIMCO  Short-Term  Bond Portfolio;  the PIMCO Low Duration Bond  Portfolio;  the
PIMCO High Yield Bond  Portfolio;  the PIMCO Total  Return Bond  Portfolio;  the
PIMCO  Foreign  Bond  Portfolio;  the PIMCO  Global  Bond  Portfolio;  the PIMCO
Emerging Markets Bond Portfolio (together,  the "Fixed Income Portfolios");  the
PIMCO StocksPLUS Growth and Income Portfolio;  and the PIMCO Strategic  Balanced
Portfolio.

     The Trust's  investment  adviser is Pacific  Investment  Management Company
("PIMCO" or the "Adviser"),  840 Newport Center Drive, Suite 360, Newport Beach,
California  92660.  PIMCO is a subsidiary  partnership  of PIMCO  Advisors  L.P.
("PIMCO Advisors").

     Shares of the Portfolios  are currently  sold to segregated  asset accounts
("Separate  Accounts") of insurance  companies to serve as an investment  medium
for variable annuity contracts and variable life insurance  policies  ("Variable
Contracts").  The  Separate  Accounts  invest  in shares  of the  Portfolios  in
accordance  with  allocation  instructions  received from owners of the Variable
Contracts  ("Variable  Contract  Owners").  Shares of the Portfolios also may be
sold to qualified  pension and  retirement  plans  outside the separate  account
context.

     This Statement of Additional Information is not a Prospectus, and should be
used in conjunction with a Prospectus for the Trust. The Portfolios'  shares are
offered through a Prospectus dated January 1, 1998 (the "Prospectus"). A copy of
the  Prospectus  may be obtained  free of charge at the  address  and  telephone
number listed below.

         PIMCO Variable Insurance Trust
         840 Newport Center Drive
         Suite 360
         Newport Beach, California 92660
         Telephone: (888) 746-2688


January 1, 1998





<PAGE>




                                TABLE OF CONTENTS

                                                                           Page

INVESTMENT OBJECTIVES AND POLICIES..........................................1

         U.S. Government Securities.........................................1
         Borrowing..........................................................1
         Corporate Debt Securities..........................................2
         Participation on Creditors Committees..............................3
         Variable and Floating Rate Securities..............................3
         Inflation-Indexed Bonds............................................4
         Mortgage-Related and Other Asset-Backed Securities.................5
         Foreign Securities.................................................9
         Foreign Currency Transactions.....................................12
         Foreign Currency Exchange-Related Securities......................13
         Bank Obligations..................................................15
         Loan Participations...............................................16
         Short Sales.......................................................17
         Repurchase Agreements.............................................18
         Reverse Repurchase Agreements, Dollar Rolls and Sale-Buybacks.....18
         Loans of Portfolio Securities.....................................19
         When-Issued, Delayed Delivery,and Forward Commitment Transactions.19
         Derivative Instruments............................................20
         Warrants to Purchase Securities...................................27
         Hybrid Instruments................................................28
         Investment in Investment Companies................................28
         Illiquid Securities...............................................28

INVESTMENT RESTRICTIONS....................................................29

         Fundamental Investment Restrictions...............................29
         Non-Fundamental Investment Restrictions...........................30

MANAGEMENT OF THE TRUST....................................................31

         Trustees and Officers.............................................31
         Compensation Table................................................33
         Investment Adviser................................................33
         Administrator.....................................................34

DISTRIBUTION OF TRUST SHARES...............................................35

         Distributor.......................................................35
         Purchases and Redemptions.........................................35

PORTFOLIO TRANSACTIONS AND BROKERAGE.......................................36

         Investment Decisions..............................................36
         Brokerage and Research Services...................................36
         Portfolio Turnover................................................37
<PAGE>

NET ASSET VALUE............................................................37


TAXATION.................................................................. 39

         Distributions.....................................................40
         Sales of Shares...................................................40
         Options, Futures and Forward Contracts, and Swap Agreements.......40
         Passive Foreign Investment Companies..............................41
         Foreign Currency Transactions.....................................42
         Foreign Taxation..................................................42
         Original Issue Discount...........................................43
         Other Taxation....................................................44

OTHER INFORMATION..........................................................44

         Capitalization....................................................44
         Performance Information...........................................44
         Voting Rights.....................................................51
         Code of Ethics....................................................52
         Custodian.........................................................52
         Independent Accountants...........................................52
         Counsel...........................................................52
         Registration Statement............................................52
         Financial Statements..............................................53





<PAGE>
                       INVESTMENT OBJECTIVES AND POLICIES

     The investment objectives and general investment policies of each Portfolio
are  described  in  the  Prospectus.   Additional   information  concerning  the
characteristics of certain of the Portfolios' investments is set forth below.

U.S. Government Securities

     U.S.  Government  securities  are  obligations  of and,  in certain  cases,
guaranteed by, the U.S. Government, its agencies or instrumentalities.  The U.S.
Government  does not  guarantee the net asset value of the  Portfolios'  shares.
Some U.S.  Government  securities,  such as Treasury bills, notes and bonds, and
securities  guaranteed by the Government National Mortgage Association ("GNMA"),
are supported by the full faith and credit of the United States; others, such as
those of the Federal Home Loan Banks,  are  supported by the right of the issuer
to borrow from the U.S. Treasury;  others, such as those of the Federal National
Mortgage Association ("FNMA"),  are supported by the discretionary  authority of
the U.S. Government to purchase the agency's obligations; and still others, such
as those of the Student Loan  Marketing  Association,  are supported only by the
credit of the  instrumentality.  U.S.  Government  securities  may include  zero
coupon securities,  which do not distribute interest on a current basis and tend
to be subject to greater market risk than interest-paying  securities of similar
maturities.

Borrowing

     A  Portfolio  may  borrow  for  temporary   administrative  purposes.  This
borrowing may be unsecured.  Provisions  of the  Investment  Company Act of 1940
("1940 Act") require a Portfolio to maintain continuous asset coverage (that is,
total assets including borrowings,  less liabilities exclusive of borrowings) of
300% of the amount  borrowed,  with an exception for borrowings not in excess of
5% of the Portfolio's total assets made for temporary  administrative  purposes.
Any  borrowings  for  temporary  administrative  purposes in excess of 5% of the
Portfolio's  total assets must maintain  continuous asset coverage.  If the 300%
asset  coverage  should  decline  as a result  of market  fluctuations  or other
reasons,  a Portfolio  may be required  to sell some of its  portfolio  holdings
within three days to reduce the debt and restore the 300% asset  coverage,  even
though  it  may  be  disadvantageous  from  an  investment  standpoint  to  sell
securities at that time.  Borrowing  will tend to  exaggerate  the effect on net
asset value of any  increase or  decrease in the market  value of a  Portfolio's
portfolio. Money borrowed will be subject to interest costs which may or may not
be recovered by appreciation of the securities  purchased.  A Portfolio also may
be  required to  maintain  minimum  average  balances  in  connection  with such
borrowing  or to pay a  commitment  or other fee to  maintain  a line of credit;
either of these  requirements  would  increase  the cost of  borrowing  over the
stated interest rate.

     In addition to borrowing for temporary purposes, a Portfolio may enter into
reverse  repurchase  agreements,  mortgage  dollar  rolls,  sale-buybacks,   and
economically similar transactions,  that can be viewed as constituting a form of
borrowing  or  financing  transaction  by the  Portfolio.  For a  more  detailed
discussion of such  transactions,  see "Reverse  Repurchase  Agreements,  Dollar
Rolls and Sale-Buybacks," below. To the extent a Portfolio covers its commitment
under a reverse repurchase  agreement (or economically  similar  transaction) by
the  maintenance  of a segregated  account  consisting  of assets  determined in
accordance with procedures adopted by the Trustees, equal in value to the amount
of the  Portfolio's  commitment  to  repurchase,  such an agreement  will not be
considered  a "senior  security"  by the  Portfolio  and  therefore  will not be
subject  to  the  300%  asset  coverage  requirement   otherwise  applicable  to
borrowings by the Portfolios. To the extent that positions in reverse repurchase
agreements,  dollar rolls or similar  transactions  are not covered  through the
maintenance of a segregated  account  consisting of liquid assets at least equal
to the amount of any forward purchase  commitment,  such  transactions  would be
subject to the Portfolios'  limitations on borrowings,  which would restrict the
aggregate  of such  transactions  (plus  any other  borrowings)  to 33 1/3% of a
Portfolio's  total assets.  Apart from such  transactions,  a Portfolio will not
borrow money, except for temporary administrative purposes.

<PAGE>

Corporate Debt Securities

     A Portfolio's  investments in U.S.  dollar or foreign  currency-denominated
corporate  debt  securities  of  domestic  or  foreign  issuers  are  limited to
corporate debt securities (corporate bonds, debentures,  notes and other similar
corporate debt  instruments,  including  convertible  securities) which meet the
minimum ratings criteria set forth for the Portfolio, or, if unrated, are in the
Adviser's  opinion  comparable in quality to corporate debt  securities in which
the Portfolio may invest. The rate of return or return of principal on some debt
obligations  may be linked or indexed to the level of exchange rates between the
U.S.  dollar  and a foreign  currency  or  currencies.  Debt  securities  may be
acquired with warrants attached.  Corporate income-producing securities may also
include forms of preferred or preference stock.

     Among the corporate debt  securities in which the Portfolios may invest are
convertible securities. A convertible debt security is a bond, debenture,  note,
or other  security  that  entitles  the holder to acquire  common stock or other
equity securities of the same or a different issuer.  Convertible securities may
offer higher  income than the common stocks into which they are  convertible.  A
convertible  security  generally entitles the holder to receive interest paid or
accrued  until the  convertible  security  matures or is redeemed,  converted or
exchanged.  Before  conversion,   convertible  securities  have  characteristics
similar to non-convertible debt securities.  Convertible  securities rank senior
to common stock in a corporation's  capital structure and, therefore,  generally
entail less risk than the  corporation's  common  stock,  although the extent to
which such risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a fixed income security.

     A  convertible  security may be subject to  redemption at the option of the
issuer at a predetermined  price. If a convertible  security held by a Portfolio
is called for  redemption,  the Portfolio would be required to permit the issuer
to redeem the security and convert it to underlying  common stock, or would sell
the convertible  security to a third party. Thus, a Portfolio may not be able to
control  whether the issuer of a  convertible  security  chooses to convert that
security. A Portfolio generally would invest in convertible securities for their
favorable price  characteristics  and total return  potential and would normally
not exercise an option to convert.

     Securities   rated  Baa  and  BBB  are  the  lowest  which  are  considered
"investment  grade"  obligations.  Moody's Investor  Service,  Inc.  ("Moody's")
describes securities rated Baa as "medium-grade" obligations;  they are "neither
highly  protected  nor poorly  secured . . .  [i]nterest  payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well." Standard & Poor's Ratings Services ("S&P")
describes  securities  rated BBB as "regarded as having an adequate  capacity to
pay interest and repay principal . . . [w]hereas it normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal .
 . . than in higher rated categories."

     Investments in securities  rated below  investment  grade that are eligible
for purchase by certain of the Portfolios (i.e., rated B or better by Moody's or
S&P), and in particular,  by the PIMCO High Yield Bond Portfolio,  are described
as  "speculative"  by both Moody's and S&P.  Investment in lower rated corporate
debt securities  ("high yield  securities" or "junk bonds")  generally  provides
greater  income  and  increased   opportunity  for  capital   appreciation  than
investments in higher quality securities, but they also typically entail greater
price  volatility and principal and income risk. These high yield securities are
regarded as predominantly  speculative  with respect to the issuer's  continuing
ability   to  meet   principal   and   interest   payments.   Analysis   of  the
creditworthiness  of issuers of debt  securities that are high yield may be more
complex than for issuers of higher quality debt securities.
<PAGE>

     High yield securities may be more susceptible to real or perceived  adverse
economic and competitive  industry  conditions than investment grade securities.
The prices of high yield  securities  have been  found to be less  sensitive  to
interest-rate  changes  than  higher-rated  investments,  but more  sensitive to
adverse economic downturns or individual corporate developments. A projection of
an economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield security  prices because the advent of a recession
could lessen the ability of a highly  leveraged  company to make  principal  and
interest payments on its debt securities.  If an issuer of high yield securities
defaults,  in  addition to risking  payment of all or a portion of interest  and
principal,  the Portfolios  investing in such  securities  may incur  additional
expenses to seek recovery.  In the case of high yield  securities  structured as
zero-coupon  or  pay-in-kind  securities,  their market prices are affected to a
greater extent by interest rate changes,  and therefore tend to be more volatile
than securities which pay interest periodically and in cash.

     The secondary  market on which high yield securities are traded may be less
liquid  than the market for  higher  grade  securities.  Less  liquidity  in the
secondary  trading  market  could  adversely  affect  the  price  at  which  the
Portfolios  could sell a high yield  security,  and could  adversely  affect the
daily net asset value of the shares. Adverse publicity and investor perceptions,
whether  or not based on  fundamental  analysis,  may  decrease  the  values and
liquidity of high yield securities,  especially in a thinly-traded  market. When
secondary  markets for high yield securities are less liquid than the market for
higher  grade  securities,  it may be more  difficult  to value  the  securities
because such valuation may require more  research,  and elements of judgment may
play a greater role in the valuation  because there is less reliable,  objective
data  available.  The Adviser  seeks to minimize  the risks of  investing in all
securities  through  diversification,  in-depth credit analysis and attention to
current developments in interest rates and market conditions.

Participation on Creditors Committees

     A Portfolio (in  particular,  the PIMCO High Yield Bond Portfolio) may from
time to time participate on committees formed by creditors to negotiate with the
management of financially  troubled issuers of securities held by the Portfolio.
Such  participation  may subject a Portfolio to expenses  such as legal fees and
may make a  Portfolio  an  "insider"  of the issuer for  purposes of the federal
securities laws, and therefore may restrict such Portfolio's ability to trade in
or acquire additional positions in a particular security when it might otherwise
desire to do so. Participation by a Portfolio on such committees also may expose
the  Portfolio to potential  liabilities  under the federal  bankruptcy  laws or
other laws  governing  the rights of  creditors  and debtors.  A Portfolio  will
participate  on such  committees  only  when  the  Adviser  believes  that  such
participation  is necessary or desirable to enforce the Portfolio's  rights as a
creditor or to protect the value of securities held by the Portfolio.

Variable and Floating Rate Securities

     Variable and floating rate securities provide for a periodic  adjustment in
the interest rate paid on the  obligations.  The terms of such  obligations must
provide that  interest  rates are adjusted  periodically  based upon an interest
rate adjustment index as provided in the respective obligations.  The adjustment
intervals may be regular,  and range from daily up to annually,  or may be event
based,  such as based on a change in the prime  rate.  The  PIMCO  Money  Market
Portfolio  may invest in a variable rate  security  having a stated  maturity in
excess  of 397  calendar  days if the  interest  rate will be  adjusted  and the
Portfolio may demand payment of principal from the issuer within that period.

     Each of the Fixed Income  Portfolios may engage in credit spread trades and
invest in floating rate debt instruments ("floaters").  A credit spread trade is
an investment  position relating to a difference in the prices or interest rates
of two securities or currencies,  where the value of the investment  position is
determined by movements in the difference  between the prices or interest rates,
as the case may be, of the  respective  securities or  currencies.  The interest
rate on a floater is a variable  rate  which is tied to another  interest  rate,
such as a  money-market  index or Treasury  bill rate.  The  interest  rate on a
floater resets periodically,  typically every six months.  While, because of the
interest rate reset feature,  floaters provide a Portfolio with a certain degree
of protection  against rises in interest rates, a Portfolio will  participate in
any declines in interest rates as well.
<PAGE>

     Each of the Fixed  Income  Portfolios  may also invest in inverse  floating
rate debt  instruments  ("inverse  floaters").  The interest  rate on an inverse
floater  resets in the  opposite  direction  from the market rate of interest to
which the inverse  floater is indexed.  An inverse  floating  rate  security may
exhibit greater price  volatility than a fixed rate obligation of similar credit
quality.  The  Portfolios  have adopted a policy  under which no Portfolio  will
invest  more than 5% of its net assets in any  combination  of inverse  floater,
interest only ("IO"), or principal only ("PO") securities. See "Mortgage-Related
and Other Asset-Backed Securities" for a discussion of IOs and POs.

Inflation-Indexed Bonds

     Inflation-indexed  bonds are fixed income  securities whose principal value
is  periodically  adjusted  according  to the  rate  of  inflation.  Such  bonds
generally  are issued at an  interest  rate lower than  typical  bonds,  but are
expected to retain their  principal  value over time. The interest rate on these
bonds is fixed at issuance,  but over the life of the bond this  interest may be
paid on an increasing principal value, which has been adjusted for inflation.

     Inflation-indexed  securities  issued by the U.S.  Treasury will  initially
have maturities of five or ten years, although it is anticipated that securities
with other  maturities  will be issued in the future.  The  securities  will pay
interest  on  a  semi-annual   basis,   equal  to  a  fixed  percentage  of  the
inflation-adjusted  principal amount. For example,  if a Portfolio  purchased an
inflation-indexed  bond with a par value of $1,000  and a 3% real rate of return
coupon  (payable 1.5%  semi-annually),  and inflation  over the first six months
were 1%,  the  mid-year  par  value of the bond  would be  $1,010  and the first
semi-annual  interest  payment would be $15.15 ($1,010 times 1.5%). If inflation
during the second half of the year reached 3%, the  end-of-year par value of the
bond would be $1,030 and the  second  semi-  annual  interest  payment  would be
$15.45 ($1,030 times 1.5%).

     If the periodic  adjustment rate measuring  inflation  falls, the principal
value of inflation-indexed bonds will be adjusted downward, and consequently the
interest  payable  on these  securities  (calculated  with  respect to a smaller
principal amount) will be reduced. Repayment of the original bond principal upon
maturity (as adjusted for inflation) is guaranteed in the case of U.S.  Treasury
inflation-indexed bonds, even during a period of deflation. However, the current
market value of the bonds is not guaranteed,  and will fluctuate. The Portfolios
may also invest in other inflation  related bonds which may or may not provide a
similar  guarantee.  If a guarantee of principal is not  provided,  the adjusted
principal  value of the bond  repaid at maturity  may be less than the  original
principal.

     The value of  inflation-indexed  bonds is expected to change in response to
changes in real  interest  rates.  Real  interest  rates in turn are tied to the
relationship   between  nominal  interest  rates  and  the  rate  of  inflation.
Therefore,  if  inflation  were to rise at a faster rate than  nominal  interest
rates,  real interest  rates might  decline,  leading to an increase in value of
inflation-indexed  bonds. In contrast,  if nominal interest rates increased at a
faster  rate than  inflation,  real  interest  rates  might  rise,  leading to a
decrease in value of inflation-indexed bonds.

     While  these  securities  are  expected  to  be  protected  from  long-term
inflationary trends,  short-term increases in inflation may lead to a decline in
value.  If interest rates rise due to reasons other than inflation (for example,
due to changes in currency  exchange  rates),  investors in these securities may
not be protected to the extent that the increase is not  reflected in the bond's
inflation measure.

     The U.S. Treasury has only recently begun issuing  inflation-indexed bonds.
As such,  there is no trading history of these  securities,  and there can be no
assurance that a liquid market in these  instruments will develop,  although one
is expected.  Lack of a liquid market may impose the risk of higher  transaction
costs and the possibility that a Portfolio may be forced to liquidate  positions
when it would not be  advantageous to do so. There also can be no assurance that
the U.S. Treasury will issue any particular amount of  inflation-indexed  bonds.
Certain foreign governments,  such as the United Kingdom,  Canada and Australia,
have a longer  history of issuing  inflation-indexed  bonds,  and there may be a
more liquid market in certain of these countries for these securities.
<PAGE>

     The  periodic  adjustment  of U.S.  inflation-indexed  bonds is tied to the
Consumer Price Index for Urban Consumers ("CPI-U"),  which is calculated monthly
by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in
the cost of living, made up of components such as housing, food,  transportation
and energy. Inflation-indexed bonds issued by a foreign government are generally
adjusted to reflect a comparable inflation index, calculated by that government.
There can be no  assurance  that the CPI-U or any foreign  inflation  index will
accurately  measure  the real  rate of  inflation  in the  prices  of goods  and
services.  Moreover,  there can be no assurance  that the rate of inflation in a
foreign  country  will be  correlated  to the rate of  inflation  in the  United
States.

     Any increase in the principal amount of an  inflation-indexed  bond will be
considered  taxable ordinary income,  even though investors do not receive their
principal  until  maturity.  See  "Taxation"  below  for  information  about the
possible tax consequences of investing in inflation-indexed bonds.

Mortgage-Related and Other Asset-Backed Securities

     Mortgage-related  securities  are  interests  in  pools of  residential  or
commercial  mortgage  loans,  including  mortgage loans made by savings and loan
institutions,  mortgage bankers,  commercial banks and others. Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related  and  private   organizations.   See  "Mortgage  Pass-Through
Securities." The Portfolios may also invest in debt securities which are secured
with collateral  consisting of mortgage-related  securities (see "Collateralized
Mortgage Obligations"), and in other types of mortgage-related securities.

     Mortgage  Pass-Through  Securities.  Interests in pools of mortgage-related
securities  differ from other forms of debt  securities,  which normally provide
for periodic  payment of interest in fixed  amounts with  principal  payments at
maturity or specified call dates.  Instead,  these securities  provide a monthly
payment which consists of both interest and principal payments. In effect, these
payments are a  "pass-through"  of the monthly  payments made by the  individual
borrowers on their  residential or commercial  mortgage  loans,  net of any fees
paid to the issuer or  guarantor  of such  securities.  Additional  payments are
caused by  repayments  of principal  resulting  from the sale of the  underlying
property,  refinancing  or  foreclosure,  net of  fees  or  costs  which  may be
incurred.  Some mortgage-related  securities (such as securities issued by GNMA)
are described as "modified pass-through." These securities entitle the holder to
receive all interest and principal  payments owed on the mortgage  pool,  net of
certain fees, at the  scheduled  payment dates  regardless of whether or not the
mortgagor actually makes the payment.

     The rate of prepayments  on underlying  mortgages will affect the price and
volatility of a mortgage-related security, and may have the effect of shortening
or extending the effective  maturity of the security beyond what was anticipated
at the time of purchase. To the extent that unanticipated rates of prepayment on
underlying  mortgages  increase  the  effective  maturity of a  mortgage-related
security, the volatility of such security can be expected to increase.

     Payment of principal and interest on some mortgage pass-through  securities
may be  guaranteed by the full faith and credit of the U.S.  Government  (in the
case  of  securities   guaranteed  by  GNMA);   or  guaranteed  by  agencies  or
instrumentalities  of the U.S. Government (in the case of securities  guaranteed
by FNMA or the  Federal  Home Loan  Mortgage  Corporation  ("FHLMC"),  which are
supported only by the discretionary authority of the U.S. Government to purchase
the   agency's    obligations).    Mortgage-related    securities   created   by
non-governmental   issuers   (such  as  commercial   banks,   savings  and  loan
institutions,  private mortgage insurance companies,  mortgage bankers and other
secondary  market  issuers) may be  supported  by various  forms of insurance or
guarantees,  including  individual  loan,  title,  pool and hazard insurance and
letters  of  credit,  which  may be  issued by  governmental  entities,  private
insurers or the mortgage poolers.
<PAGE>

     The  principal  governmental  guarantor of  mortgage-related  securities is
GNMA.  GNMA is a wholly owned United States  Government  corporation  within the
Department  of Housing and Urban  Development.  GNMA is authorized to guarantee,
with the full  faith and  credit of the  United  States  Government,  the timely
payment of principal and interest on securities issued by institutions  approved
by GNMA (such as savings and loan  institutions,  commercial  banks and mortgage
bankers)  and  backed  by pools of  mortgages  insured  by the  Federal  Housing
Administration  (the "FHA"), or guaranteed by the Department of Veterans Affairs
(the "VA").

     Government-related  guarantors  (i.e.,  not  backed  by the full  faith and
credit of the United States  Government)  include the Federal National  Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage  Corporation  ("FHLMC").
FNMA  is  a   government-sponsored   corporation   owned   entirely  by  private
stockholders.  It is subject to general  regulation  by the Secretary of Housing
and Urban  Development.  FNMA  purchases  conventional  (i.e.,  not  insured  or
guaranteed  by any  government  agency)  residential  mortgages  from a list  of
approved  seller/servicers  which include state and federally  chartered savings
and loan associations,  mutual savings banks, commercial banks and credit unions
and mortgage bankers.  Pass-through  securities issued by FNMA are guaranteed as
to timely  payment of  principal  and interest by FNMA but are not backed by the
full faith and  credit of the United  States  Government.  FHLMC was  created by
Congress  in 1970 for the purpose of  increasing  the  availability  of mortgage
credit  for  residential  housing.  It  is  a  government-sponsored  corporation
formerly  owned by the twelve  Federal Home Loan Banks and now owned entirely by
private  stockholders.  FHLMC issues  Participation  Certificates  ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but PCs are not  backed by the full  faith and  credit of the United
States Government.

     Commercial banks, savings and loan institutions, private mortgage insurance
companies,  mortgage  bankers and other  secondary  market  issuers  also create
pass-through pools of conventional residential mortgage loans. Such issuers may,
in addition,  be the  originators  and/or  servicers of the underlying  mortgage
loans  as well  as the  guarantors  of the  mortgage-related  securities.  Pools
created  by such  non-governmental  issuers  generally  offer a  higher  rate of
interest  than  government  and  government-related  pools  because there are no
direct or indirect  government  or agency  guarantees  of payments in the former
pools.  However,  timely payment of interest and principal of these pools may be
supported  by various  forms of insurance or  guarantees,  including  individual
loan, title, pool and hazard insurance and letters of credit.  The insurance and
guarantees  are  issued  by  governmental  entities,  private  insurers  and the
mortgage poolers.  Such insurance and guarantees and the creditworthiness of the
issuers  thereof will be considered in  determining  whether a  mortgage-related
security  meets  the  Trust's  investment  quality  standards.  There  can be no
assurance  that the private  insurers or guarantors  can meet their  obligations
under the insurance policies or guarantee  arrangements.  The Portfolios may buy
mortgage-related  securities  without  insurance or  guarantees  if,  through an
examination of the loan experience and practices of the originator/servicers and
poolers,  the Adviser  determines  that the securities  meet the Trust's quality
standards.  Although  the market for such  securities  is becoming  increasingly
liquid,  securities  issued by certain private  organizations may not be readily
marketable. No Portfolio will purchase mortgage-related  securities or any other
assets which in the  Adviser's  opinion are illiquid if, as a result,  more than
15% of the value of the Portfolio's net assets will be illiquid (10% in the case
of the PIMCO Money Market Portfolio.)

     Mortgage-backed  securities  that  are  issued  or  guaranteed  by the U.S.
Government,   its  agencies  or  instrumentalities,   are  not  subject  to  the
Portfolios'  industry   concentration   restrictions,   set  forth  below  under
"Investment  Restrictions,"  by virtue of the exclusion from that test available
to  all  U.S.   Government   securities.   In  the  case  of  privately   issued
mortgage-related   securities,   the   Portfolios   take   the   position   that
mortgage-related  securities  do  not  represent  interests  in  any  particular
"industry" or group of industries.  The assets underlying such securities may be
represented by a portfolio of first lien residential  mortgages  (including both
whole  mortgage  loans and mortgage  participation  interests)  or portfolios of
mortgage  pass-through  securities  issued or guaranteed by GNMA, FNMA or FHLMC.
Mortgage loans underlying a mortgage-related  security may in turn be insured or
guaranteed by the FHA or the VA. In the case of private  issue  mortgage-related
securities whose underlying  assets are neither U.S.  Government  securities nor
U.S.  Government-insured  mortgages, to the extent that real properties securing
such assets may be located in the same geographical  region, the security may be
subject to a greater risk of default  than other  comparable  securities  in the
event of adverse  economic,  political or business  developments that may affect
such  region and,  ultimately,  the ability of  residential  homeowners  to make
payments of principal and interest on the underlying mortgages.
<PAGE>

     Collateralized  Mortgage  Obligations  (CMOs).  A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security.  Interest and prepaid
principal on a CMO is paid, in most cases,  monthly.  CMOs may be collateralized
by whole mortgage loans, but are more typically  collateralized by portfolios of
mortgage  pass-through  securities guaranteed by GNMA, FHLMC, or FNMA, and their
income streams.

     CMOs are structured into multiple classes,  each bearing a different stated
maturity.  Actual  maturity  and average  life will  depend upon the  prepayment
experience  of  the  collateral.  CMOs  provide  for a  modified  form  of  call
protection  through a de facto  breakdown  of the  underlying  pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal because of the sequential payments.

     In a typical CMO  transaction,  a corporation  ("issuer")  issues  multiple
series (e.g., A, B, C, Z) of CMO bonds ("Bonds").  Proceeds of the Bond offering
are  used  to  purchase   mortgages   or  mortgage   pass-through   certificates
("Collateral").  The  Collateral is pledged to a third party trustee as security
for the Bonds.  Principal and interest  payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds
all bear current interest. Interest on the Series Z Bond is accrued and added to
principal  and a like amount is paid as  principal on the Series A, B, or C Bond
currently  being  paid off.  When the Series A, B, and C Bonds are paid in full,
interest and  principal on the Series Z Bond begins to be paid  currently.  With
some CMOs, the issuer serves as a conduit to allow loan  originators  (primarily
builders  or  savings  and loan  associations)  to  borrow  against  their  loan
portfolios.

     CMOs that are issued or guaranteed by the U.S.  Government or by any of its
agencies or instrumentalities  will be considered U.S. Government  securities by
the Portfolios,  while other CMOs,  even if  collateralized  by U.S.  government
securities,  will have the same status as other privately issued  securities for
purposes of applying a Portfolio's diversification tests.

     FHLMC Collateralized Mortgage Obligations.  FHLMC CMOs are debt obligations
of FHLMC issued in multiple  classes having  different  maturity dates which are
secured by the pledge of a pool of  conventional  mortgage  loans  purchased  by
FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made
semi-annually,  as opposed to monthly.  The amount of principal  payable on each
semiannual  payment date is  determined  in  accordance  with FHLMC's  mandatory
sinking fund schedule,  which,  in turn, is equal to  approximately  100% of FHA
prepayment  experience applied to the mortgage collateral pool. All sinking fund
payments in the CMOs are allocated to the retirement of the  individual  classes
of bonds in the order of their  stated  maturities.  Payment of principal on the
mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum
sinking fund obligation for any payment date are paid to the holders of the CMOs
as additional sinking fund payments. Because of the "pass-through" nature of all
principal  payments received on the collateral pool in excess of FHLMC's minimum
sinking fund  requirement,  the rate at which  principal of the CMOs is actually
repaid is likely to be such that each  class of bonds will be retired in advance
of its scheduled maturity date.
<PAGE>

     If collection of principal  (including  prepayments)  on the mortgage loans
during any semi-annual  payment period is not sufficient to meet FHLMC's minimum
sinking fund  obligation on the next sinking fund payment date,  FHLMC agrees to
make up the deficiency from its general funds.

     Criteria  for the  mortgage  loans in the pool  backing  the FHLMC CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.

     Commercial  Mortgage-Backed  Securities  include securities that reflect an
interest in, and are secured by, mortgage loans on commercial real property. The
market for commercial  mortgage-backed securities developed more recently and in
terms of total  outstanding  principal  amount  of issues  is  relatively  small
compared to the market for residential single-family mortgage-backed securities.
Many of the risks of investing in commercial  mortgage-backed securities reflect
the risks of  investing  in the real estate  securing  the  underlying  mortgage
loans. These risks reflect the effects of local and other economic conditions on
real  estate  markets,  the  ability of tenants to make loan  payments,  and the
ability of a property to attract and retain tenants.  Commercial mortgage-backed
securities may be less liquid and exhibit  greater price  volatility  than other
types of mortgage- or asset-backed securities.

     Other  Mortgage-Related   Securities.   Other  mortgage-related  securities
include  securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property,  including  mortgage  dollar rolls,  CMO residuals or stripped
mortgage-backed  securities ("SMBS").  Other mortgage-related  securities may be
equity or debt securities  issued by agencies or  instrumentalities  of the U.S.
Government  or by private  originators  of, or  investors  in,  mortgage  loans,
including  savings  and  loan   associations,   homebuilders,   mortgage  banks,
commercial  banks,  investment banks,  partnerships,  trusts and special purpose
entities of the foregoing.

     CMO Residuals.  CMO residuals are mortgage securities issued by agencies or
instrumentalities  of the U.S.  Government  or by  private  originators  of,  or
investors  in,  mortgage  loans,   including  savings  and  loan   associations,
homebuilders,  mortgage banks,  commercial  banks,  investment banks and special
purpose entities of the foregoing.

     The cash flow generated by the mortgage assets  underlying a series of CMOs
is applied first to make required payments of principal and interest on the CMOs
and  second  to pay the  related  administrative  expenses  of the  issuer.  The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments.  Each payment of such excess
cash flow to a holder of the related CMO  residual  represents  income  and/or a
return of capital.  The amount of residual cash flow  resulting  from a CMO will
depend on, among other things,  the  characteristics of the mortgage assets, the
coupon  rate of each  class of CMO,  prevailing  interest  rates,  the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular,  the yield to maturity on CMO  residuals is  extremely  sensitive to
prepayments on the related underlying  mortgage assets, in the same manner as an
interest-only ("IO") class of stripped  mortgage-backed  securities.  See "Other
Mortgage-Related  Securities--Stripped Mortgage-Backed Securities." In addition,
if a series of a CMO includes a class that bears interest at an adjustable rate,
the yield to  maturity  on the  related  CMO  residual  will  also be  extremely
sensitive  to  changes  in the  level of the  index  upon  which  interest  rate
adjustments   are  based.   As   described   below  with   respect  to  stripped
mortgage-backed  securities,  in certain  circumstances  a Portfolio may fail to
recoup fully its initial investment in a CMO residual.

     CMO residuals are generally  purchased and sold by institutional  investors
through several investment  banking firms acting as brokers or dealers.  The CMO
residual market has only very recently developed and CMO residuals currently may
not have the  liquidity of other more  established  securities  trading in other
markets.  Transactions  in CMO  residuals  are  generally  completed  only after
careful  review  of  the  characteristics  of the  securities  in  question.  In
addition, CMO residuals may, or pursuant to an exemption therefrom, may not have
been  registered  under the Securities Act of 1933, as amended (the "1933 Act").
CMO residuals,  whether or not registered  under the 1933 Act, may be subject to
certain  restrictions  on  transferability,  and may be  deemed  "illiquid"  and
subject to a Portfolio's limitations on investment in illiquid securities.
<PAGE>

     Stripped  Mortgage-Backed   Securities.  SMBS  are  derivative  multi-class
mortgage securities.  SMBS may be issued by agencies or instrumentalities of the
U.S. Government,  or by private originators of, or investors in, mortgage loans,
including  savings and loan  associations,  mortgage  banks,  commercial  banks,
investment banks and special purpose entities of the foregoing.

     SMBS  are  usually  structured  with two  classes  that  receive  different
proportions  of the interest and principal  distributions  on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the interest
and most of the principal from the mortgage  assets,  while the other class will
receive  most of the interest and the  remainder of the  principal.  In the most
extreme case, one class will receive all of the interest (the "IO" class), while
the other class will receive all of the principal  (the  principal-only  or "PO"
class). The yield to maturity on an IO class is extremely  sensitive to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets,  and a rapid rate of  principal  payments  may have a  material  adverse
effect  on a  Portfolio's  yield  to  maturity  from  these  securities.  If the
underlying  mortgage assets experience  greater than anticipated  prepayments of
principal,  a Portfolio may fail to recoup some or all of its initial investment
in  these  securities  even  if the  security  is in one of the  highest  rating
categories.  The Portfolios  have adopted a policy under which no Portfolio will
invest more than 5% of its net assets in any  combination  of IO, PO, or inverse
floater securities.

     Although  SMBS are purchased and sold by  institutional  investors  through
several investment banking firms acting as brokers or dealers,  these securities
were only recently developed. As a result,  established trading markets have not
yet developed and,  accordingly,  these securities may be deemed  "illiquid" and
subject to a Portfolio's limitations on investment in illiquid securities.

     Other Asset-Backed  Securities.  Similarly,  the Adviser expects that other
asset-backed  securities  (unrelated  to  mortgage  loans)  will be  offered  to
investors in the future.  Several types of asset-backed  securities have already
been offered to investors,  including Certificates for Automobile  ReceivablesSM
("CARSSM").  CARSSM represent  undivided  fractional  interests in a trust whose
assets consist of a pool of motor vehicle retail installment sales contracts and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage or
loss  of a  vehicle,  the  application  of  federal  and  state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

     Consistent  with a Portfolio's  investment  objectives  and  policies,  the
Adviser also may invest in other types of asset-backed  securities (unrelated to
mortgage  loans),   such  as  rate  reduction  bonds,  which  are  derived  from
utility-generated  revenue streams.  Other asset-backed  securities in which the
Portfolios  may choose to invest may be based on revenue  streams  derived from,
but  not  limited  to,  student  loans,  credit  card  receivables,   government
securities or corporate bonds.

Foreign Securities

     All Portfolios may invest in corporate debt  securities of foreign  issuers
(including preferred or preference stock), certain foreign bank obligations (see
"Bank Obligations") and U.S. dollar- or foreign currency-denominated obligations
of foreign  governments or their subdivisions,  agencies and  instrumentalities,
international  agencies and supranational  entities.  The PIMCO Money Market and
High Yield Bond  Portfolios may invest in securities of foreign  issuers only if
they are U.S. dollar-denominated.
<PAGE>

     Except  for  the  PIMCO  Emerging  Markets  Bond  Portfolio,  each  of  the
Portfolios  will  concentrate  its foreign  investments in securities of issuers
based  in  developed  countries.  However,  the  PIMCO  Short-Term  Bond and Low
Duration Bond Portfolios may each invest up to 5% of its assets in securities of
issuers  based in the  emerging  market  countries  in which the PIMCO  Emerging
Markets  Bond  Portfolio  may invest,  and each of the  remaining  Fixed  Income
Portfolios  that may  invest in foreign  securities  may invest up to 10% of its
assets in such securities.

     Securities  traded in certain  emerging  market  countries,  including  the
emerging market countries in Eastern Europe, may be subject to risks in addition
to risks typically posed by  international  investing due to the inexperience of
financial  intermediaries,  the  lack of  modern  technology,  and the lack of a
sufficient  capital  base to expand  business  operations.  A number of emerging
market countries restrict, to varying degrees, foreign investment in securities.
Repatriation of investment income, capital, and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some emerging
market  countries.  A number of the currencies of emerging market countries have
experienced  significant  declines  against the U.S. dollar in recent years, and
devaluation  may occur after  investments  in these  currencies  by a Portfolio.
Inflation and rapid  fluctuations  in inflation rates have had, and may continue
to have,  negative  effects on the economies and  securities  markets of certain
emerging  market  countries.   Many  of  the  emerging  securities  markets  are
relatively  small,  have  low  trading  volumes,   suffer  periods  of  relative
illiquidity,  and are characterized by significant price volatility.  There is a
risk in emerging  market  countries that a future  economic or political  crisis
could lead to price  controls,  forced  mergers of companies,  expropriation  or
confiscatory  taxation,  seizure,  nationalization,  or creation  of  government
monopolies,  any  of  which  may  have a  detrimental  effect  on a  Portfolio's
investment.

     Additional  risks of investing in emerging  market  countries  may include:
currency  exchange rate  fluctuations;  greater  social,  economic and political
uncertainty  and  instability  (including  the  risk of war);  more  substantial
governmental  involvement  in the economy;  less  governmental  supervision  and
regulation  of  the  securities  markets  and  participants  in  those  markets;
unavailability  of  currency  hedging  techniques  in  certain  emerging  market
countries;  the fact that  companies in emerging  market  countries may be newly
organized and may be smaller and less seasoned companies;  the difference in, or
lack of,  auditing  and  financial  reporting  standards,  which  may  result in
unavailability of material  information  about issuers;  the risk that it may be
more difficult to obtain and/or enforce a judgment in a court outside the United
States; and significantly  smaller market  capitalization of securities markets.
Emerging   securities  markets  may  have  different  clearance  and  settlement
procedures,  which may be unable  to keep  pace  with the  volume of  securities
transactions  or otherwise  make it  difficult  to engage in such  transactions.
Settlement  problems  may  cause  a  Portfolio  to  miss  attractive  investment
opportunities, hold a portion of its assets in cash pending investment, or delay
in  disposing  of a portfolio  security.  Such a delay could  result in possible
liability  to a  purchaser  of the  security.  Any change in the  leadership  or
policies  of  Eastern  European  countries,  or the  countries  that  exercise a
significant influence over those countries, may halt the expansion of or reverse
the  liberalization of foreign  investment  policies now occurring and adversely
affect existing investment opportunities. Additionally, former Communist regimes
of a number of Eastern European countries previously expropriated a large amount
of property, the claims on which have not been entirely settled. There can be no
assurance  that a  Portfolio's  investments  in Eastern  Europe will not also be
expropriated, nationalized or otherwise confiscated.

     Each of the Fixed Income Portfolios may invest in Brady Bonds.  Brady Bonds
are securities created through the exchange of existing commercial bank loans to
sovereign  entities for new obligations in connection  with debt  restructurings
under a debt  restructuring  plan  introduced  by former U.S.  Secretary  of the
Treasury,  Nicholas F. Brady (the "Brady Plan").  Brady Plan debt restructurings
have been implemented in a number of countries,  including:  Argentina, Bolivia,
Bulgaria,  Costa Rica, the Dominican Republic,  Ecuador,  Jordan, Mexico, Niger,
Nigeria, the Philippines,  Poland, Uruguay, and Venezuela.  In addition,  Brazil
has  concluded a  Brady-like  plan.  It is expected  that other  countries  will
undertake a Brady Plan in the future.
<PAGE>

     Brady  Bonds  do not  have a  long  payment  history.  Brady  Bonds  may be
collateralized or uncollateralized,  are issued in various currencies (primarily
the U.S.  dollar)  and are  actively  traded in the  over-the-counter  secondary
market. U.S. dollar-denominated,  collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are generally  collateralized in
full as to principal by U.S. Treasury zero coupon bonds having the same maturity
as the Brady  Bonds.  Interest  payments  on these  Brady  Bonds  generally  are
collateralized  on a  one-year  or  longer  rolling-forward  basis  by  cash  or
securities  in an amount that,  in the case of fixed rate bonds,  is equal to at
least one year of  interest  payments  or, in the case of  floating  rate bonds,
initially  is  equal to at  least  one  year's  interest  payments  based on the
applicable  interest  rate at that time and is  adjusted  at  regular  intervals
thereafter.  Certain  Brady Bonds are entitled to "value  recovery  payments" in
certain circumstances, which in effect constitute supplemental interest payments
but  generally  are not  collateralized.  Brady Bonds are often viewed as having
three  or  four  valuation  components:  (i)  the  collateralized  repayment  of
principal at final maturity;  (ii) the collateralized  interest payments;  (iii)
the uncollateralized interest payments; and (iv) any uncollateralized  repayment
of  principal  at  maturity  (these  uncollateralized   amounts  constitute  the
"residual risk").

     Most Mexican Brady Bonds issued to date have principal  repayments at final
maturity fully  collateralized by U.S. Treasury zero coupon bonds (or comparable
collateral  denominated  in  other  currencies)  and  interest  coupon  payments
collateralized on an 18-month  rolling-forward  basis by funds held in escrow by
an agent for the  bondholders.  A significant  portion of the  Venezuelan  Brady
Bonds and the Argentine Brady Bonds issued to date have principal  repayments at
final maturity  collateralized by U.S. Treasury zero coupon bonds (or comparable
collateral  denominated in other  currencies)  and/or  interest  coupon payments
collateralized  on a  14-month  (for  Venezuela)  or  12-month  (for  Argentina)
rolling-forward basis by securities held by the Federal Reserve Bank of New York
as collateral agent.

     Brady Bonds are not considered to be U.S. Government  securities.  In light
of the residual  risk of Brady Bonds and,  among other  factors,  the history of
defaults with respect to commercial bank loans by public and private entities in
countries  issuing  Brady  Bonds,  investments  in Brady  Bonds may be viewed as
speculative.  There can be no assurance that Brady Bonds in which the Portfolios
may invest will not be subject to restructuring  arrangements or to requests for
new  credit,  which may cause the  Portfolios  to suffer a loss of  interest  or
principal on any of its holdings.

     Investment  in  sovereign  debt can  involve  a high  degree  of risk.  The
governmental  entity that  controls the  repayment of sovereign  debt may not be
able or willing to repay the  principal  and/or  interest when due in accordance
with the terms of the debt. A  governmental  entity's  willingness or ability to
repay  principal  and interest due in a timely  manner may be affected by, among
other factors, its cash flow situation,  the extent of its foreign reserves, the
availability  of sufficient  foreign  exchange on the date a payment is due, the
relative  size of the  debt  service  burden  to the  economy  as a  whole,  the
governmental  entity's policy toward the International  Monetary Portfolio,  and
the  political  constraints  to  which a  governmental  entity  may be  subject.
Governmental  entities  may also depend on expected  disbursements  from foreign
governments,  multilateral  agencies and others to reduce principal and interest
arrearages  on their  debt.  The  commitment  on the part of these  governments,
agencies  and  others  to  make  such  disbursements  may  be  conditioned  on a
governmental  entity's   implementation  of  economic  reforms  and/or  economic
performance  and the timely  service of such  debtor's  obligations.  Failure to
implement  such reforms,  achieve such levels of economic  performance  or repay
principal  or  interest  when due may result in the  cancellation  of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such  debtor's  ability or  willingness  to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of  sovereign  debt  (including  the  Portfolios)  may be  requested  to
participate  in the  rescheduling  of such debt and to extend  further  loans to
governmental entities. There is no bankruptcy proceeding by which sovereign debt
on which  governmental  entities have  defaulted may be collected in whole or in
part.
<PAGE>

     The PIMCO  Emerging  Markets Bond  Portfolio  will consider an issuer to be
economically  tied to a country  with an emerging  securities  market if (1) the
issuer is  organized  under the laws of, or  maintains  its  principal  place of
business in, the  country,  (2) its  securities  are  principally  traded in the
country's  securities  markets,  or (3) the issuer  derived at least half of its
revenues or profits from goods produced or sold,  investments  made, or services
performed in the country, or has at least half of its assets in that country.

     A Portfolio's  investments in foreign currency denominated debt obligations
and hedging  activities will likely produce a difference between its book income
and its taxable  income.  This difference may cause a portion of the Portfolio's
income  distributions  to  constitute  returns of capital  for tax  purposes  or
require the Portfolio to make distributions  exceeding book income to qualify as
a regulated investment company for federal tax purposes.

Foreign Currency Transactions

     Foreign  currency  exchange  rates may fluctuate  significantly  over short
periods of time. All Portfolios that may invest in foreign  currency-denominated
securities  also may  purchase  and sell  foreign  currency  options and foreign
currency futures  contracts and related options (see "Derivative  Instruments"),
and may engage in foreign currency transactions either on a spot (cash) basis at
the rate  prevailing  in the  currency  exchange  market at the time or  through
forward currency  contracts  ("forwards")  with terms generally of less than one
year.  Portfolios may engage in these  transactions  in order to protect against
uncertainty  in the level of future  foreign  exchange rates in the purchase and
sale of securities.  The Portfolios  may also use foreign  currency  options and
foreign currency forward contracts to increase exposure to a foreign currency or
to shift exposure to foreign currency fluctuations from one country to another.

     The  Portfolios  also  may  invest  in  foreign  currency  exchange-related
securities, such as foreign currency warrants and other instruments whose return
is linked to foreign currency  exchange rates. As a  non-fundamental,  operating
policy,  the  Adviser  intends  to  use  foreign   currency-related   derivative
instruments  (currency futures and related options,  currency  options,  forward
contracts and swap  agreements) in an effort to hedge foreign currency risk with
respect to at least 75% of the assets of the Fixed Income Portfolios (other than
the PIMCO  Global Bond and  Emerging  Markets Bond  Portfolios)  denominated  in
currencies  other than the U.S.  dollar.  There is no assurance that the Adviser
will be successful in doing so. The active use of currency  derivatives involves
transaction costs which may adversely effect yield and return. For a description
of these instruments, see "Derivative Instruments" below.

     A forward involves an obligation to purchase or sell a specific currency at
a future  date,  which  may be any  fixed  number  of days  from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts may be bought or sold to protect a Portfolio  against a possible
loss  resulting  from an  adverse  change in the  relationship  between  foreign
currencies and the U.S. dollar or to increase  exposure to a particular  foreign
currency.  A Portfolio may use one currency (or a basket of currencies) to hedge
against  adverse  changes  in the  value of  another  currency  (or a basket  of
currencies)  when  exchange  rates  between the two  currencies  are  positively
correlated.  By entering into a forward foreign currency exchange contract,  the
Portfolio  "locks in" the exchange rate between the currency it will deliver and
the currency it will receive for the duration of the  contract.  As a result,  a
Portfolio  reduces its  exposure to changes in the value of the currency it will
deliver and  increases  its  exposure to changes in the value of the currency it
will exchange  into.  Open positions in forwards used for  non-hedging  purposes
will be  covered  by the  segregation  with  the  Trust's  custodian  of  assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  and are marked to market daily. Although forwards are
intended  to  minimize  the risk of loss due to a  decline  in the  value of the
hedged currencies, at the same time, they tend to limit any potential gain which
might result should the value of such currencies increase. Forwards will be used
primarily to adjust the foreign exchange  exposure of each Portfolio with a view
to protecting the outlook,  and the  Portfolios  might be expected to enter into
such contracts under the following circumstances:
<PAGE>

     Lock In. When the Adviser  desires to lock in the U.S.  dollar price on the
purchase or sale of a security denominated in a foreign currency.

     Cross  Hedge.  If a  particular  currency is  expected to decrease  against
another  currency,  a Portfolio  may sell the currency  expected to decrease and
purchase a currency  which is expected to increase  against the currency sold in
an  amount  approximately  equal  to  some or all of the  Portfolio's  portfolio
holdings denominated in the currency sold.

     Direct Hedge. If the Adviser wants to a eliminate  substantially all of the
risk of owning a  particular  currency,  and/or  if the  Adviser  thinks  that a
Portfolio can benefit from price  appreciation  in a given  country's  bonds but
does not want to hold the  currency,  it may employ a direct hedge back into the
U.S. dollar.  In either case, a Portfolio would enter into a forward contract to
sell the currency in which a portfolio security is denominated and purchase U.S.
dollars at an exchange rate  established  at the time it initiated the contract.
The cost of the direct hedge  transaction  may offset  most,  if not all, of the
yield advantage offered by the foreign  security,  but a Portfolio would hope to
benefit from an increase (if any) in value of the bond.

     Proxy Hedge.  The Adviser  might choose to use a proxy hedge,  which may be
less costly than a direct hedge. In this case, a Portfolio,  having  purchased a
security,  will sell a currency  whose value is believed to be closely linked to
the currency in which the security is denominated.  Interest rates prevailing in
the country  whose  currency was sold would be expected to be closer to those in
the U.S. and lower than those of securities  denominated  in the currency of the
original holding.  This type of hedging entails greater risk than a direct hedge
because it is  dependent  on a stable  relationship  between the two  currencies
paired as proxies and the relationships can be very unstable at times.

     Costs of Hedging.  When a Portfolio  purchases a foreign bond with a higher
interest  rate  than is  available  on U.S.  bonds of a  similar  maturity,  the
additional yield on the foreign bond could be  substantially  reduced or lost if
the Portfolio were to enter into a direct hedge by selling the foreign  currency
and purchasing the U.S. dollar.  This is what is known as the "cost" of hedging.
Proxy hedging attempts to reduce this cost through an indirect hedge back to the
U.S. dollar.

     It is  important  to  note  that  hedging  costs  are  treated  as  capital
transactions  and are  not,  therefore,  deducted  from a  Portfolio's  dividend
distribution  and are not reflected in its yield.  Instead such costs will, over
time, be reflected in a Portfolio's net asset value per share.

     Tax  Consequences of Hedging.  Under applicable tax law, the Portfolios may
be  required to limit their  gains from  hedging in foreign  currency  forwards,
futures,  and options.  Although the Portfolios are expected to comply with such
limits,  the extent to which these limits apply is subject to tax regulations as
yet unissued. Hedging may also result in the application of the marked-to-market
and straddle  provisions of the Internal  Revenue Code.  Those  provisions could
result in an increase (or decrease) in the amount of taxable  dividends  paid by
the  Portfolios  and could affect  whether  dividends paid by the Portfolios are
classified as capital gains or ordinary income.

Foreign Currency Exchange-Related Securities

     Foreign  currency  warrants.  Foreign  currency  warrants  such as Currency
Exchange WarrantsSM  ("CEWsSM") are warrants which entitle the holder to receive
from  their  issuer an amount of cash  (generally,  for  warrants  issued in the
United States, in U.S. dollars) which is calculated  pursuant to a predetermined
formula and based on the exchange rate between a specified  foreign currency and
the  U.S.  dollar  as of the  exercise  date of the  warrant.  Foreign  currency
warrants  generally  are  exercisable  upon  their  issuance  and expire as of a
specified  date  and  time.  Foreign  currency  warrants  have  been  issued  in
connection  with  U.S.  dollar-denominated  debt  offerings  by major  corporate
issuers in an attempt to reduce the foreign currency  exchange risk which,  from
the point of view of prospective  purchasers of the  securities,  is inherent in
<PAGE>


the  international  fixed-income  marketplace.  Foreign  currency  warrants  may
attempt to reduce the foreign  exchange risk assumed by purchasers of a security
by, for example, providing for a supplemental payment in the event that the U.S.
dollar  depreciates  against the value of a major  foreign  currency such as the
Japanese Yen or German  Deutschmark.  The formula  used to determine  the amount
payable  upon  exercise  of a  foreign  currency  warrant  may make the  warrant
worthless  unless  the  applicable  foreign  currency  exchange  rate moves in a
particular  direction (e.g.,  unless the U.S. dollar  appreciates or depreciates
against  the  particular  foreign  currency  to which the  warrant  is linked or
indexed). Foreign currency warrants are severable from the debt obligations with
which they may be  offered,  and may be listed on  exchanges.  Foreign  currency
warrants may be exercisable  only in certain  minimum  amounts,  and an investor
wishing to exercise warrants who possesses less than the minimum number required
for  exercise  may be  required  either  to sell  the  warrants  or to  purchase
additional warrants, thereby incurring additional transaction costs. In the case
of any exercise of warrants, there may be a time delay between the time a holder
of warrants  gives  instructions  to  exercise  and the time the  exchange  rate
relating to exercise is  determined,  during which time the exchange  rate could
change  significantly,  thereby  affecting  both the market and cash  settlement
values of the warrants being exercised.  The expiration date of the warrants may
be accelerated  if the warrants  should be delisted from an exchange or if their
trading should be suspended  permanently,  which would result in the loss of any
remaining "time value" of the warrants (i.e., the difference between the current
market  value and the  exercise  value of the  warrants),  and,  in the case the
warrants were  "out-of-the-money,"  in a total loss of the purchase price of the
warrants.  Warrants are generally unsecured obligations of their issuers and are
not  standardized  foreign  currency  options  issued  by the  Options  Clearing
Corporation ("OCC"). Unlike foreign currency options issued by OCC, the terms of
foreign  exchange  warrants  generally  will  not be  amended  in the  event  of
governmental or regulatory  actions affecting  exchange rates or in the event of
the imposition of other regulatory controls affecting the international currency
markets.  The initial  public  offering  price of foreign  currency  warrants is
generally  considerably in excess of the price that a commercial user of foreign
currencies might pay in the interbank  market for a comparable  option involving
significantly  larger amounts of foreign  currencies.  Foreign currency warrants
are subject to significant  foreign exchange risk,  including risks arising from
complex political or economic factors.

     Principal exchange rate linked  securities.  Principal exchange rate linked
securities ("PERLsSM") are debt obligations the principal on which is payable at
maturity in an amount that may vary based on the exchange  rate between the U.S.
dollar and a particular  foreign  currency at or about that time.  The return on
"standard"  principal exchange rate linked securities is enhanced if the foreign
currency to which the security is linked  appreciates  against the U.S.  dollar,
and is adversely affected by increases in the foreign exchange value of the U.S.
dollar;  "reverse"  principal  exchange  rate  linked  securities  are  like the
"standard" securities,  except that their return is enhanced by increases in the
value of the U.S.  dollar and  adversely  impacted by  increases in the value of
foreign currency. Interest payments on the securities are generally made in U.S.
dollars at rates that  reflect the degree of foreign  currency  risk  assumed or
given up by the  purchaser of the notes (i.e.,  at  relatively  higher  interest
rates if the  purchaser  has  assumed  some of the  foreign  exchange  risk,  or
relatively  lower  interest  rates if the issuer has assumed some of the foreign
exchange  risk,  based on the  expectations  of the current  market).  Principal
exchange rate linked  securities may in limited cases be subject to acceleration
of  maturity  (generally,  not  without  the  consent  of  the  holders  of  the
securities),  which may have an  adverse  impact  on the value of the  principal
payment to be made at maturity.

     Performance  indexed paper.  Performance  indexed paper  ("PIPsSM") is U.S.
dollar-denominated  commercial  paper the  yield of which is  linked to  certain
foreign  exchange  rate  movements.  The yield to the  investor  on  performance
indexed paper is  established  at maturity as a function of spot exchange  rates
between  the U.S.  dollar  and a  designated  currency  as of or about that time
(generally,  the index  maturity two days prior to  maturity).  The yield to the
investor  will be  within  a range  stipulated  at the time of  purchase  of the
obligation,  generally  with a guaranteed  minimum rate of return that is below,
and a  potential  maximum  rate of return that is above,  market  yields on U.S.
dollar-denominated  commercial paper, with both the minimum and maximum rates of
return on the investment  corresponding to the minimum and maximum values of the
spot exchange rate two business days prior to maturity.
<PAGE>

Bank Obligations

     Bank obligations in which the Portfolios may invest include certificates of
deposit, bankers' acceptances, and fixed time deposits.  Certificates of deposit
are negotiable  certificates issued against funds deposited in a commercial bank
for a  definite  period  of  time  and  earning  a  specified  return.  Bankers'
acceptances  are  negotiable  drafts or bills of exchange,  normally drawn by an
importer or exporter to pay for specific merchandise,  which are "accepted" by a
bank, meaning, in effect, that the bank  unconditionally  agrees to pay the face
value of the  instrument on maturity.  Fixed time deposits are bank  obligations
payable at a stated  maturity date and bearing  interest at a fixed rate.  Fixed
time deposits may be withdrawn on demand by the investor,  but may be subject to
early withdrawal  penalties which vary depending upon market  conditions and the
remaining maturity of the obligation.  There are no contractual  restrictions on
the right to transfer a  beneficial  interest in a fixed time deposit to a third
party,  although  there is no market for such  deposits.  A  Portfolio  will not
invest in fixed time  deposits  which (1) are not subject to  prepayment  or (2)
provide for withdrawal penalties upon prepayment (other than overnight deposits)
if, in the  aggregate,  more than 15% of its net assets  (10% in the case of the
PIMCO Money Market  Portfolio)  would be invested in such  deposits,  repurchase
agreements maturing in more than seven days and other illiquid assets.

     Each Portfolio  limits its investments in United States bank obligations to
obligations of United States banks (including  foreign branches) which have more
than $1 billion in total assets at the time of investment and are members of the
Federal  Reserve  System or are examined by the  Comptroller  of the Currency or
whose  deposits  are insured by the Federal  Deposit  Insurance  Corporation.  A
Portfolio  also may  invest in  certificates  of  deposit  of  savings  and loan
associations  (federally or state chartered and federally  insured) having total
assets in excess of $1 billion.

     Each  Portfolio  (except  the  PIMCO  Money  Market  and  High  Yield  Bond
Portfolios)  limits its investments in foreign bank obligations to United States
dollar- or foreign currency-denominated  obligations of foreign banks (including
United States  branches of foreign  banks) which at the time of  investment  (i)
have more than $10 billion,  or the  equivalent  in other  currencies,  in total
assets;  (ii) in terms of assets are among the 75 largest  foreign  banks in the
world;  (iii) have branches or agencies  (limited  purpose  offices which do not
offer all banking services) in the United States; and (iv) in the opinion of the
Adviser, are of an investment quality comparable to obligations of United States
banks in which the Portfolios may invest.  The PIMCO Money Market and High Yield
Bond  Portfolios  may invest in the same types of bank  obligations as the other
Portfolios,  but they must be U.S.  dollar-denominated.  Subject to the  Trust's
limitation on  concentration of no more than 25% of its assets in the securities
of issuers in a particular  industry,  there is no limitation on the amount of a
Portfolio's  assets which may be invested in  obligations of foreign banks which
meet the conditions set forth herein.

     Obligations of foreign banks involve  somewhat  different  investment risks
than  those  affecting  obligations  of  United  States  banks,   including  the
possibilities that their liquidity could be impaired because of future political
and economic  developments,  that their  obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those  obligations,  that
foreign  deposits  may be  seized or  nationalized,  that  foreign  governmental
restrictions  such as exchange  controls  may be adopted  which might  adversely
affect the payment of principal and interest on those  obligations  and that the
selection of those  obligations may be more difficult  because there may be less
publicly  available  information  concerning  foreign  banks or the  accounting,
auditing  and  financial   reporting   standards,   practices  and  requirements
applicable  to foreign  banks may differ from those  applicable to United States
banks.  Foreign  banks are not  generally  subject  to  examination  by any U.S.
Government agency or instrumentality.
<PAGE>

Loan Participations

     Each  Portfolio  may purchase  participations  in  commercial  loans.  Such
indebtedness  may  be  secured  or  unsecured.   Loan  participations  typically
represent direct participation in a loan to a corporate borrower,  and generally
are offered by banks or other financial institutions or lending syndicates. When
purchasing loan  participations,  a Portfolio assumes the credit risk associated
with the corporate  borrower and may assume the credit risk  associated  with an
interposed bank or other financial intermediary.  The participation interests in
which  a  Portfolio  intends  to  invest  may  not be  rated  by any  nationally
recognized rating service.

     A loan is often  administered  by an agent  bank  acting  as agent  for all
holders.  The agent bank  administers the terms of the loan, as specified in the
loan  agreement.  In addition,  the agent bank is normally  responsible  for the
collection  of principal and interest  payments from the corporate  borrower and
the apportionment of these payments to the credit of all institutions  which are
parties  to the loan  agreement.  Unless,  under  the terms of the loan or other
indebtedness,  a Portfolio has direct recourse  against the corporate  borrower,
the Portfolio may have to rely on the agent bank or other financial intermediary
to apply appropriate credit remedies against a corporate borrower.

     A financial  institution's  employment as agent bank might be terminated in
the event  that it fails to  observe a  requisite  standard  of care or  becomes
insolvent.  A successor  agent bank would  generally be appointed to replace the
terminated  agent  bank,  and  assets  held by the  agent  bank  under  the loan
agreement should remain available to holders of such indebtedness.  However,  if
assets held by the agent bank for the benefit of a Portfolio were  determined to
be subject to the claims of the agent bank's  general  creditors,  the Portfolio
might  incur  certain  costs and delays in  realizing  payment on a loan or loan
participation  and  could  suffer  a  loss  of  principal  and/or  interest.  In
situations involving other interposed financial institutions (e.g., an insurance
company or governmental agency) similar risks may arise.

     Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the corporate borrower for payment of principal and
interest.  If a Portfolio  does not  receive  scheduled  interest  or  principal
payments on such  indebtedness,  the Portfolio's  share price and yield could be
adversely  affected.  Loans  that  are  fully  secured  offer a  Portfolio  more
protection  than an  unsecured  loan in the event of  non-payment  of  scheduled
interest or principal.  However,  there is no assurance that the  liquidation of
collateral   from  a  secured  loan  would  satisfy  the  corporate   borrower's
obligation, or that the collateral can be liquidated.

     The  Portfolios  may  invest in loan  participations  with  credit  quality
comparable to that of issuers of its  securities  investments.  Indebtedness  of
companies whose  creditworthiness is poor involves  substantially greater risks,
and  may  be  highly  speculative.  Some  companies  may  never  pay  off  their
indebtedness, or may pay only a small fraction of the amount owed. Consequently,
when investing in indebtedness of companies with poor credit,  a Portfolio bears
a substantial risk of losing the entire amount invested.

     Each Portfolio limits the amount of its total assets that it will invest in
any  one  issuer  or in  issuers  within  the  same  industry  (see  "Investment
Restrictions").  For purposes of these limits, a Portfolio  generally will treat
the corporate borrower as the "issuer" of indebtedness held by the Portfolio. In
the case of loan participations where a bank or other lending institution serves
as a financial  intermediary between a Portfolio and the corporate borrower,  if
the  participation  does not shift to the Portfolio  the direct  debtor-creditor
relationship  with the corporate  borrower,  Securities and Exchange  Commission
("SEC")  interpretations require the Portfolio to treat both the lending bank or
other  lending  institution  and the  corporate  borrower as  "issuers"  for the
purposes of  determining  whether the Portfolio has invested more than 5% of its
total assets in a single issuer.  Treating a financial intermediary as an issuer
of  indebtedness  may restrict a Portfolios'  ability to invest in  indebtedness
related to a single financial intermediary, or a group of intermediaries engaged
in the same industry,  even if the underlying borrowers represent many different
companies and industries.
<PAGE>

     Loans and other types of direct  indebtedness may not be readily marketable
and may be  subject  to  restrictions  on resale.  In some  cases,  negotiations
involved  in  disposing  of   indebtedness   may  require   weeks  to  complete.
Consequently,  some  indebtedness  may be difficult or  impossible to dispose of
readily at what the Adviser believes to be a fair price. In addition,  valuation
of illiquid  indebtedness involves a greater degree of judgment in determining a
Portfolio's  net asset value than if that value were based on  available  market
quotations,  and could result in significant variations in the Portfolio's daily
share price.  At the same time,  some loan  interests  are traded among  certain
financial  institutions and accordingly may be deemed liquid.  As the market for
different types of indebtedness  develops, the liquidity of these instruments is
expected to improve.  In  addition,  the  Portfolios  currently  intend to treat
indebtedness  for which there is no readily  available  market as  illiquid  for
purposes of the Portfolios' limitation on illiquid investments.

     Investments  in  loans  through  a  direct   assignment  of  the  financial
institution's interests with respect to the loan may involve additional risks to
the Portfolios.  For example, if a loan is foreclosed,  a Portfolio could become
part  owner  of any  collateral,  and  would  bear  the  costs  and  liabilities
associated  with owning and  disposing of the  collateral.  In  addition,  it is
conceivable that under emerging legal theories of lender liability,  a Portfolio
could be held liable as co-lender.  It is unclear  whether loans and other forms
of direct  indebtedness  offer  securities  law  protections  against  fraud and
misrepresentation.  In  the  absence  of  definitive  regulatory  guidance,  the
Portfolios  rely on the  Adviser's  research  in an attempt to avoid  situations
where fraud or misrepresentation could adversely affect the Portfolios.

Short Sales

     Each of the  Portfolios  except for the PIMCO High Yield Bond Portfolio may
make short sales of  securities as part of their  overall  portfolio  management
strategies  involving the use of derivative  instruments and to offset potential
declines in long  positions  in similar  securities.  A short sale (other than a
short sale  "against  the box") is a  transaction  in which a Portfolio  sells a
security it does not own in anticipation  that the market price of that security
will decline.

     When a Portfolio makes a short sale, it must borrow the security sold short
and  deliver  it to the  broker-dealer  through  which it made the short sale as
collateral  for its  obligation to deliver the security  upon  conclusion of the
sale. The Portfolio may have to pay a fee to borrow particular securities and is
often obligated to pay over any accrued interest on such borrowed securities.

     If the price of the security sold short  increases  between the time of the
short sale and the time and the Portfolio  replaces the borrowed  security,  the
Portfolio will incur a loss;  conversely,  if the price declines,  the Portfolio
will realize a capital gain. Any gain will be decreased, and any loss increased,
by the transaction  costs described  above.  The successful use of short selling
may be adversely  affected by  imperfect  correlation  between  movements in the
price of the security sold short and the securities being hedged.

     To the extent  that a Portfolio  engages in short  sales,  it will  provide
collateral to the  broker-dealer and (except in the case of short sales "against
the  box")  will  maintain  additional  asset  coverage  in the  form of  assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of  Trustees,  in a segregated  account.  Each  Portfolio  does not
intend to enter  into  short  sales  (other  than  those  "against  the box") if
immediately  after such sale the aggregate of the value of all  collateral  plus
the amount in such  segregated  account  exceeds  one-third  of the value of the
Portfolio's net assets. This percentage may be varied by action of the Trustees.
A  short  sale  is  "against   the  box"  to  the  extent  that  the   Portfolio
contemporaneously  owns, or has the right to obtain at no added cost, securities
identical to those sold short.  The  Portfolios  will engage in short selling to
the extent permitted by the 1940 Act and rules and interpretations thereunder.
<PAGE>

Repurchase Agreements

     For the purpose of achieving income,  each of the Portfolios may enter into
repurchase  agreements,  which  entail  the  purchase  of  a  portfolio-eligible
security from a bank or broker-dealer  that agrees to repurchase the security at
the  Portfolio's  cost plus interest within a specified time (normally one day).
If the party agreeing to repurchase should default, as a result of bankruptcy or
otherwise,  the Portfolio will seek to sell the securities which it holds, which
action  could  involve  procedural  costs or delays in addition to a loss on the
securities if their value should fall below their repurchase price. No Portfolio
will  invest more than 15% of its net assets (10% in the case of the PIMCO Money
Market  Portfolio)  (taken at current  market  value) in  repurchase  agreements
maturing in more than seven days.

Reverse Repurchase Agreements, Dollar Rolls and Sale-Buybacks

     A  reverse  repurchase  agreement  involves  the  sale of a  security  by a
Portfolio and its agreement to repurchase the instrument at a specified time and
price. Under a reverse repurchase agreement,  the Portfolio continues to receive
any principal and interest  payments on the underlying  security during the term
of the agreement.  The Portfolio  generally  will maintain a segregated  account
consisting of assets  determined to be liquid by the Adviser in accordance  with
procedures   established   by  the  Board  of   Trustees,   equal  (on  a  daily
mark-to-market basis) to its obligations under reverse repurchase agreements, to
cover its obligations under reverse repurchase agreements and, to this extent, a
reverse repurchase  agreement (or economically  similar transaction) will not be
considered a "senior security"  subject to the 300% asset coverage  requirements
otherwise applicable to borrowings by a Portfolio.  However,  reverse repurchase
agreements involve the risk that the market value of securities  retained by the
Portfolio may decline below the repurchase  price of the securities  sold by the
Portfolio which it is obligated to repurchase.

     A  Portfolio  may enter into dollar  rolls,  in which the  Portfolio  sells
mortgage-backed  or other  securities  for  delivery  in the  current  month and
simultaneously  contracts  to purchase  substantially  similar  securities  on a
specified future date. In a "mortgage dollar roll" transaction a Portfolio sells
a  mortgage-related  security,  such  as a  security  issued  by the  Government
National Mortgage Association ("GNMA"), to a dealer and simultaneously agrees to
repurchase  a similar  security  (but not the same  security) in the future at a
pre-determined  price. A "dollar roll" can be viewed,  like a reverse repurchase
agreement,  as a  collateralized  borrowing  in  which  a  Portfolio  pledges  a
mortgage-related  security  to a dealer  to obtain  cash.  Unlike in the case of
reverse repurchase  agreements,  the dealer with which a Portfolio enters into a
dollar roll  transaction is not obligated to return the same securities as those
originally sold by the Portfolio,  but only securities which are  "substantially
identical." To be considered "substantially  identical," the securities returned
to a  Portfolio  generally  must:  (1) be  collateralized  by the same  types of
underlying  mortgages;  (2) be issued by the same agency and be part of the same
program;  (3) have a similar  original stated  maturity;  (4) have identical net
coupon rates;  (5) have similar  market yields (and  therefore  price);  and (6)
satisfy  "good  delivery"  requirements,  meaning that the  aggregate  principal
amounts of the securities delivered and received back must be within 2.5% of the
initial amount delivered.

     A Portfolio's  obligations under a dollar roll agreement must be covered by
liquid  assets equal in value to the  securities  subject to  repurchase  by the
Portfolio,  maintained  in a  segregated  account.  As with  reverse  repurchase
agreements,  to the extent  that  positions  in dollar roll  agreements  are not
covered  through the  maintenance of a segregated  account  consisting of liquid
assets at least equal to the amount of any  forward  purchase  commitment,  such
transactions  would be subject to the  Portfolios'  limitations  on  borrowings.
Furthermore,  because dollar roll  transactions may be for terms ranging between
one and six  months,  dollar  roll  transactions  may be deemed  "illiquid"  and
subject  to  a  Portfolio's  overall  limitations  on  investments  in  illiquid
securities.  The Portfolio  forgoes  principal and interest paid during the roll
period on the securities sold in a dollar roll, but the Portfolio is compensated
by the  difference  between the current  sales price and the lower price for the
future  purchase  as well  as by any  interest  earned  on the  proceeds  of the
securities sold. The Portfolio also could be compensated  through the receipt of
fee income equivalent to a lower forward price.
<PAGE>

     A Portfolio  also may effect  simultaneous  purchase and sale  transactions
that are  known as  "sale-buybacks".  A  sale-buyback  is  similar  to a reverse
repurchase  agreement,  except  that in a  sale-buyback,  the  counterparty  who
purchases the security is entitled to receive any principal or interest payments
make on the underlying security pending settlement of the Portfolio's repurchase
of the  underlying  security.  A Portfolio's  obligations  under a  sale-buyback
typically  would be offset by liquid  assets equal in value to the amount of the
Portfolio's forward commitment to repurchase the subject security.

     To the extent  that  positions  in reverse  repurchase  agreements,  dollar
rolls,  sale-buybacks  or  similar  transactions  are not  covered  through  the
maintenance of a segregated  account  consisting of liquid assets at least equal
to the amount of any forward purchase  commitment,  such  transactions  would be
subject to the Portfolios'  limitations on borrowings,  which would restrict the
aggregate  of such  transactions  (plus  any other  borrowings)  to 33 1/3% of a
Portfolio's total assets.

Loans of Portfolio Securities

     For the  purpose  of  achieving  income,  the  Portfolios  may  lend  their
portfolio  securities to brokers,  dealers,  and other  financial  institutions,
provided:  (i) the loan is secured continuously by collateral consisting of U.S.
Government   securities,   cash  or  cash  equivalents  maintained  on  a  daily
mark-to-market  basis in an amount at least equal to the current market value of
the  securities  loaned;  (ii) the  Portfolio  may at any time call the loan and
obtain the return of the securities loaned; (iii) the Portfolio will receive any
interest or  dividends  paid on the loaned  securities;  and (iv) the  aggregate
market  value of  securities  loaned  will not at any time exceed 33 1/3% of the
total assets of the Portfolio.  Each  Portfolio's  performance  will continue to
reflect changes in the value of the securities  loaned and will also reflect the
receipt  of  either  interest  through  investment  of  cash  collateral  by the
Portfolio  in  permissible  investments,  or a fee,  if the  collateral  is U.S.
Government securities. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the  collateral  should the borrower fail
to return the  securities  loaned or become  insolvent.  The  Portfolios may pay
lending fees to the party arranging the loan.

When-Issued, Delayed Delivery, and Forward Commitment Transactions

     Each of the  Portfolios  may purchase or sell  securities on a when-issued,
delayed delivery,  or forward  commitment basis.  These  transactions  involve a
commitment by the Portfolio to purchase or sell  securities for a  predetermined
price or yield,  with payment and delivery  taking place more than seven days in
the future,  or after a period longer than the customary  settlement  period for
that type of security.  When such purchases are outstanding,  the Portfolio will
set aside and maintain until the settlement date in a segregated  account assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  in an amount  sufficient to meet the purchase  price.
Typically, no income accrues on securities a Portfolio has committed to purchase
prior to the time delivery of the  securities is made,  although a Portfolio may
earn  income on  securities  it has  deposited  in a  segregated  account.  When
purchasing a security on a when-issued,  delayed delivery, or forward commitment
basis, the Portfolio  assumes the rights and risks of ownership of the security,
including the risk of price and yield fluctuations,  and takes such fluctuations
into account when determining its net asset value.  Because the Portfolio is not
required to pay for the  security  until the delivery  date,  these risks are in
addition to the risks associated with the Portfolio's other investments.  If the
Portfolio  remains  substantially  fully  invested  at a time when  when-issued,
delayed delivery, or forward commitment purchases are outstanding, the purchases
may result in a form of leverage.  When the  Portfolio  has sold a security on a
when-issued,  delayed delivery,  or forward commitment basis, the Portfolio does
not  participate in future gains or losses with respect to the security.  If the
other party to a  transaction  fails to deliver or pay for the  securities,  the
Portfolio  could miss a favorable  price or yield  opportunity or could suffer a
loss.  A  Portfolio  may dispose of or  renegotiate  a  transaction  after it is
entered into, and may sell when-issued or forward  commitment  securities before
they are  delivered,  which may  result in a capital  gain or loss.  There is no
percentage limitation on the extent to which the Portfolios may purchase or sell
securities on a when-issued, delayed delivery, or forward commitment basis.
<PAGE>

Derivative Instruments

     The Portfolios consider derivative  instruments to consist of securities or
other  instruments  whose value is derived  from or related to the value of some
other  instrument or asset, and not to include those securities whose payment of
principal and/or interest depends upon cash flows from underlying  assets,  such
as  mortgage-related  or asset-backed  securities.  In pursuing their individual
objectives the Portfolios  (except the PIMCO Money Market Portfolio) may, to the
extent permitted by their investment objectives and policies,  purchase and sell
(write) both put options and call options on securities, securities indexes, and
foreign  currencies,  and enter into interest rate,  foreign  currency and index
futures  contracts  and  purchase  and sell  options on such  futures  contracts
("futures options") for hedging purposes,  except that those Portfolios that may
not  invest  in  foreign  currency-denominated  securities  may not  enter  into
transactions  involving  currency  futures or options.  The Portfolios  also may
purchase and sell foreign currency  options for purposes of increasing  exposure
to a foreign currency or to shift exposure to foreign currency fluctuations from
one country to another.  The Portfolios also may enter into swap agreements with
respect to foreign  currencies,  interest rates and indexes of  securities.  The
Portfolios  may  invest  in  structured  notes.  If  other  types  of  financial
instruments,  including other types of options,  futures  contracts,  or futures
options are traded in the future,  a Portfolio  may also use those  instruments,
provided  that the  Trustees  determine  that their use is  consistent  with the
Portfolio's  investment  objective.  The Portfolios  might not employ any of the
strategies described below, and no assurance can be given that any strategy used
will succeed. If the Adviser incorrectly forecasts interest rates, market values
or other economic  factors in utilizing a derivatives  strategy for a Portfolio,
the  Portfolio  might have been in a better  position if it had not entered into
the  transaction  at all.  Each  Portfolio  will  maintain a segregated  account
consisting of assets  determined to be liquid by the Adviser in accordance  with
procedures  established by the Board of Trustees (or, as permitted by applicable
regulation,  enter into certain  offsetting  positions) to cover its obligations
under options, futures, and swaps to limit leveraging of the Portfolio.

     The use of these  strategies  involves  certain special risks,  including a
possible imperfect correlation, or even no correlation,  between price movements
of derivative instruments and price movements of related investments. While some
strategies  involving  derivative  instruments can reduce the risk of loss, they
can also reduce the  opportunity for gain or even result in losses by offsetting
favorable  price  movements  in  related  investments  or  otherwise  due to the
possible  inability of a Portfolio to purchase or sell a portfolio security at a
time that otherwise would be favorable, or the possible need to sell a portfolio
security at a disadvantageous time because the Portfolio is required to maintain
asset  coverage or  offsetting  positions in  connection  with  transactions  in
derivative  instruments,  and the possible inability of a Portfolio to close out
or to liquidate its derivatives positions.

     Options on Securities  and Indexes.  A Portfolio may purchase and sell both
put and call  options  on  fixed  income  or  other  securities  or  indexes  in
standardized  contracts  traded on foreign  or  domestic  securities  exchanges,
boards of trade,  or  similar  entities,  or quoted on NASDAQ or on a  regulated
foreign  over-the-counter  market,  and agreements,  sometimes called cash puts,
which may  accompany  the  purchase  of a new issue of bonds from a dealer.  One
purpose of  purchasing  put options is to protect  holdings in an  underlying or
related security against a substantial  decline in market value, while a purpose
of purchasing call options is to protect against substantial increases in prices
of securities the Portfolio intends to purchase pending its ability to invest in
such securities in an orderly  manner.  A Portfolio may sell put or call options
it has previously purchased,  which could result in a net gain or loss depending
on whether the amount  realized on the sale is more or less than the premium and
other transaction costs paid on the put or call option which is sold.

     An option on a security  (or index) is a contract  that gives the holder of
the  option,  in return for a  premium,  the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the  option  the  security
underlying  the option (or the cash value of the index) at a specified  exercise
price at any time  during the term of the  option.  The writer of an option on a
security  has  the  obligation  upon  exercise  of the  option  to  deliver  the
underlying  security  upon payment of the exercise  price or to pay the exercise
price upon delivery of the underlying security.  Upon exercise, the writer of an
option on an index is obligated to pay the difference  between the cash value of
the index and the exercise price multiplied by the specified  multiplier for the
index  option.  (An  index is  designed  to  reflect  features  of a  particular
financial or securities  market,  a specific  group of financial  instruments or
securities, or certain economic indicators.)
<PAGE>

     A  Portfolio  will  write call  options  and put  options  only if they are
"covered."  In the case of a call option on a security,  the option is "covered"
if the Portfolio  owns the security  underlying  the call or has an absolute and
immediate right to acquire that security without  additional cash  consideration
(or,  if  additional  cash  consideration  is  required,  cash or  other  assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  in such amount are placed in a segregated  account by
its  custodian)  upon  conversion  or exchange of other  securities  held by the
Portfolio. For a call option on an index, the option is covered if the Portfolio
maintains  with its custodian  assets  determined to be liquid by the Adviser in
accordance  with procedures  established by the Board of Trustees,  in an amount
equal to the contract  value of the index.  A call option is also covered if the
Portfolio  holds a call on the same  security or index as the call written where
the  exercise  price of the call held is (i) equal to or less than the  exercise
price of the call written,  or (ii) greater than the exercise  price of the call
written,  provided  the  difference  is  maintained  by the  Portfolio in assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  in a segregated  account  with its  custodian.  A put
option on a security or an index is "covered" if the Portfolio  maintains assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  equal to the exercise  price in a segregated  account
with its custodian. A put option is also covered if the Portfolio holds a put on
the same  security or index as the put written  where the exercise  price of the
put held is (i) equal to or greater than the exercise  price of the put written,
or (ii) less than the exercise price of the put written, provided the difference
is maintained by the Portfolio in assets  determined to be liquid by the Adviser
in  accordance  with  procedures  established  by the  Board of  Trustees,  in a
segregated account with its custodian.

     If an option  written by a Portfolio  expires  unexercised,  the  Portfolio
realizes a capital gain equal to the premium received at the time the option was
written.  If  an  option  purchased  by a  Portfolio  expires  unexercised,  the
Portfolio  realizes  a capital  loss  equal to the  premium  paid.  Prior to the
earlier of exercise or expiration,  an exchange  traded option may be closed out
by an  offsetting  purchase  or sale of an  option  of the  same  series  (type,
exchange,  underlying security or index, exercise price, and expiration).  There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Portfolio desires.

     A Portfolio will realize a capital gain from a closing purchase transaction
if the cost of the closing option is less than the premium received from writing
the option, or, if it is more, the Portfolio will realize a capital loss. If the
premium  received from a closing sale  transaction is more than the premium paid
to purchase the option,  the Portfolio  will realize a capital gain or, if it is
less, the Portfolio will realize a capital loss. The principal factors affecting
the market value of a put or a call option include  supply and demand,  interest
rates, the current market price of the underlying  security or index in relation
to the exercise price of the option,  the volatility of the underlying  security
or index, and the time remaining until the expiration date.

     The premium  paid for a put or call option  purchased  by a Portfolio is an
asset  of the  Portfolio.  The  premium  received  for an  option  written  by a
Portfolio is recorded as a deferred credit.  The value of an option purchased or
written  is  marked to market  daily and is valued at the  closing  price on the
exchange  on which it is traded or, if not traded on an  exchange  or no closing
price is available, at the mean between the last bid and asked prices.

     The Portfolios may write covered straddles consisting of a combination of a
call and a put  written on the same  underlying  security.  A  straddle  will be
covered when sufficient  assets are deposited to meet the Portfolios'  immediate
obligations.  The  Portfolios  may use the same liquid  assets to cover both the
call and put options where the exercise  price of the call and put are the same,
or the exercise price of the call is higher than that of the put. In such cases,
the Portfolios will also segregate  liquid assets  equivalent to the amount,  if
any, by which the put is "in the money."

     Risks Associated with Options on Securities and Indexes.  There are several
risks associated with transactions in options on securities and on indexes.  For
example,  there are significant  differences  between the securities and options
markets that could result in an imperfect  correlation  between  these  markets,
causing a given  transaction  not to achieve  its  objectives.  A decision as to
whether,  when  and how to use  options  involves  the  exercise  of  skill  and
judgment,  and even a  well-conceived  transaction  may be  unsuccessful to some
degree because of market behavior or unexpected events.
<PAGE>

     There can be no assurance  that a liquid market will exist when a Portfolio
seeks to close out an option  position.  If a Portfolio were unable to close out
an option that it had  purchased  on a security,  it would have to exercise  the
option in order to realize any profit or the option may expire  worthless.  If a
Portfolio  were unable to close out a covered call option that it had written on
a  security,  it would not be able to sell the  underlying  security  unless the
option  expired  without  exercise.  As the writer of a covered call  option,  a
Portfolio  forgoes,  during the option's  life,  the  opportunity to profit from
increases in the market value of the security covering the call option above the
sum of the  premium  and the  exercise  price of the call,  but,  as long as its
obligation as a writer continues, has retained the risk of loss should the price
of the underlying  security  decline.  If a put or call option  purchased by the
Portfolio is not sold when it has  remaining  value,  and if the market price of
the underlying  security remains equal to or greater than the exercise price (in
the case of a put), or remains less than or equal to the exercise  price (in the
case of a call),  the Portfolio  will lose its entire  investment in the option.
Also, where a put or call option on a particular  security is purchased to hedge
against  price  movements  in a related  security,  the price of the put or call
option may move more or less than the price of the related security.

     If trading  were  suspended  in an option  purchased  by a  Portfolio,  the
Portfolio would not be able to close out the option. If restrictions on exercise
were  imposed,  the  Portfolio  might be  unable  to  exercise  an option it has
purchased.  Except to the extent that a call  option on an index  written by the
Portfolio is covered by an option on the same index  purchased by the Portfolio,
movements  in the index may  result in a loss to the  Portfolio;  however,  such
losses may be  mitigated by changes in the value of the  Portfolio's  securities
during the period the option was outstanding.

     Foreign  Currency  Options.  A Portfolio  that invests in foreign  currency
denominated  securities  may  buy or  sell  put  and  call  options  on  foreign
currencies either on exchanges or in the over-the-counter market for purposes of
increasing  exposure  to a foreign  currency  or to shift  exposure  to  foreign
currency  fluctuations  from one country to  another.  A put option on a foreign
currency gives the purchaser of the option the right to sell a foreign  currency
at the  exercise  price  until the option  expires.  A call  option on a foreign
currency gives the purchaser of the option the right to purchase the currency at
the exercise price until the option expires.  Currency options traded on U.S. or
other exchanges may be subject to position limits which may limit the ability of
a Portfolio to reduce foreign currency risk using such options. Over-the-counter
options in which certain  Portfolios  invest differ from traded  options in that
they are two-party contracts with price and other terms negotiated between buyer
and  seller,   and   generally   do  not  have  as  much  market   liquidity  as
exchange-traded  options.  The  Portfolios  may be required to treat as illiquid
over-the-counter  options  purchased and securities  being used to cover certain
written over-the-counter options.

     Futures  Contracts  and  Options  on Futures  Contracts.  Each of the Fixed
Income  Portfolios  (except  the PIMCO  Money  Market  Portfolio)  may invest in
interest rate futures contracts and options thereon ("futures options"),  and to
the extent it may invest in foreign  currency-denominated  securities,  may also
invest in foreign  currency  futures  contracts and options  thereon.  The PIMCO
StocksPLUS  Growth  and  Income  Portfolio  and  the  PIMCO  Strategic  Balanced
Portfolio may invest in interest rate,  stock index and foreign currency futures
contracts and options thereon.

<PAGE>

     An interest rate,  foreign currency or index futures contract  provides for
the  future  sale by one party and  purchase  by  another  party of a  specified
quantity of a  financial  instrument,  foreign  currency or the cash value of an
index at a  specified  price and  time.  A  futures  contract  on an index is an
agreement  pursuant  to which two parties  agree to take or make  delivery of an
amount of cash  equal to the  difference  between  the value of the index at the
close of the last  trading day of the  contract and the price at which the index
contract  was  originally  written.  Although  the value of an index  might be a
function of the value of certain specified  securities,  no physical delivery of
these securities is made. A public market exists in futures contracts covering a
number of indexes  as well as  financial  instruments  and  foreign  currencies,
including:  the S&P 500; the S&P Midcap 400; the Nikkei 300; the Nikkei 225; the
Hang Send Index;  the TSE 300 Composite  Index; the TSE 100 Index; the Financial
Times-Stock  Exchange 100 Index;  The Financial Times Mid-250 Index;  the CAC 40
Index;  the IBEX-35 Stock Index;  the DAX Stock Index;  the MIB Index;  the NYSE
composite; U.S. Treasury bonds; German Government Bond; Italian Government Bond;
3-month  Sterling  Interest Rate;  3-month  Eurodollar  Interest  Rate;  3-month
Euro-Deutsche  Mark Interest  Rate;  3-month  Euro-Swiss  Franc  Interest  Rate;
3-month Euro-Lira Interest Rate; Treasury notes; GNMA Certificates;  three-month
U.S.  Treasury bills;  90-day  commercial  paper;  bank certificates of deposit;
Eurodollar  certificates of deposit; the Australian dollar; the Canadian dollar;
the British  pound;  the German mark;  the Japanese yen; the French  franc;  the
Swiss franc; the Mexican peso; and certain multinational currencies, such as the
European Currency Unit ("ECU"). It is expected that other futures contracts will
be developed and traded in the future.

     A Portfolio  may purchase and write call and put futures  options.  Futures
options  possess many of the same  characteristics  as options on securities and
indexes  (discussed  above).  A futures  option  gives the holder the right,  in
return for the premium paid, to assume a long position  (call) or short position
(put) in a futures contract at a specified exercise price at any time during the
period of the option. Upon exercise of a call option, the holder acquires a long
position in the futures  contract and the writer is assigned the opposite  short
position. In the case of a put option, the opposite is true.

     To comply with applicable rules of the Commodity Futures Trading Commission
("CFTC")  under  which  the  Trust  and the  Portfolios  avoid  being  deemed  a
"commodity  pool"  or  a  "commodity  pool  operator,"  each  Portfolio  intends
generally  to limit its use of futures  contracts  and futures  options to "bona
fide hedging" transactions,  as such term is defined in applicable  regulations,
interpretations  and  practice.  For  example,  a  Portfolio  might use  futures
contracts  to hedge  against  anticipated  changes in interest  rates that might
adversely affect either the value of the Portfolio's  securities or the price of
the securities which the Portfolio  intends to purchase.  A Portfolio's  hedging
activities  may  include  sales of futures  contracts  as an offset  against the
effect of  expected  increases  in  interest  rates,  and  purchases  of futures
contracts  as an offset  against  the effect of  expected  declines  in interest
rates.  Although  other  techniques  could be used to  reduce  that  Portfolio's
exposure to interest rate  fluctuations,  the Portfolio may be able to hedge its
exposure more effectively and perhaps at a lower cost by using futures contracts
and futures options.

     A Portfolio  will only enter into  futures  contracts  and futures  options
which are standardized and traded on a U.S. or foreign exchange, board of trade,
or similar entity, or quoted on an automated quotation system.

     When a purchase or sale of a futures  contract is made by a Portfolio,  the
Portfolio  is  required to deposit  with its  custodian  (or broker,  if legally
permitted) a specified  amount of assets  determined to be liquid by the Adviser
in accordance  with  procedures  established by the Board of Trustees  ("initial
margin").  The margin required for a futures  contract is set by the exchange on
which  the  contract  is  traded  and may be  modified  during  the  term of the
contract.  Margin  requirements on foreign  exchanges may be different than U.S.
exchanges.  The initial  margin is in the nature of a  performance  bond or good
faith deposit on the futures  contract  which is returned to the Portfolio  upon
termination  of the contract,  assuming all  contractual  obligations  have been
satisfied.  Each Portfolio expects to earn interest income on its initial margin
deposits. A futures contract held by a Portfolio is valued daily at the official
settlement  price of the exchange on which it is traded.  Each day the Portfolio
pays or receives cash, called  "variation  margin," equal to the daily change in
value of the  futures  contract.  This  process is known as "marking to market."
Variation  margin does not  represent a borrowing or loan by a Portfolio  but is
instead a  settlement  between  the  Portfolio  and the broker of the amount one
would owe the other if the futures  contract  expired.  In  computing  daily net
asset value, each Portfolio will mark to market its open futures positions.
<PAGE>

     A Portfolio is also required to deposit and maintain margin with respect to
put and call options on futures  contracts  written by it. Such margin  deposits
will vary  depending on the nature of the underlying  futures  contract (and the
related  initial margin  requirements),  the current market value of the option,
and other futures positions held by the Portfolio.

     Although some futures  contracts call for making or taking  delivery of the
underlying  securities,  generally  these  obligations  are  closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security or index, and delivery month).  If an offsetting
purchase  price is less than the original sale price,  the Portfolio  realizes a
capital  gain,  or if  it is  more,  the  Portfolio  realizes  a  capital  loss.
Conversely,  if an  offsetting  sale  price is more than the  original  purchase
price,  the Portfolio  realizes a capital gain, or if it is less,  the Portfolio
realizes a capital loss.  The  transaction  costs must also be included in these
calculations.

     The Portfolios may write covered  straddles  consisting of a call and a put
written on the same underlying futures contract. A straddle will be covered when
sufficient assets are deposited to meet the Portfolios' immediate obligations. A
Portfolio  may use the same liquid assets to cover both the call and put options
where the exercise price of the call and put are the same, or the exercise price
of the call is higher than that of the put. In such cases,  the Portfolios  will
also segregate liquid assets  equivalent to the amount, if any, by which the put
is "in the money."

     Limitations  on Use  of  Futures  and  Futures  Options.  In  general,  the
Portfolios  intend to enter into  positions  in futures  contracts  and  related
options  only for "bona fide  hedging"  purposes.  With  respect to positions in
futures and related options that do not constitute bona fide hedging  positions,
a Portfolio will not enter into a futures  contract or futures  option  contract
if,  immediately  thereafter,  the aggregate initial margin deposits relating to
such positions plus premiums paid by it for open futures option positions,  less
the amount by which any such options are "in-the-money,"  would exceed 5% of the
Portfolio's  net  assets.  A call option is  "in-the-money"  if the value of the
futures contract that is the subject of the option exceeds the exercise price. A
put option is  "in-the-money"  if the  exercise  price  exceeds the value of the
futures contract that is the subject of the option.

     When  purchasing a futures  contract,  a Portfolio  will  maintain with its
custodian (and  mark-to-market  on a daily basis) assets determined to be liquid
by the  Adviser  in  accordance  with  procedures  established  by the  Board of
Trustees,  that, when added to the amounts  deposited with a futures  commission
merchant  as margin,  are equal to the  market  value of the  futures  contract.
Alternatively, the Portfolio may "cover" its position by purchasing a put option
on the same  futures  contract  with a strike  price as high or higher  than the
price of the contract held by the Portfolio.

     When  selling  a futures  contract,  a  Portfolio  will  maintain  with its
custodian (and  mark-to-market  on a daily basis) assets determined to be liquid
by the  Adviser  in  accordance  with  procedures  established  by the  Board of
Trustees,  that are equal to the market value of the instruments  underlying the
contract.  Alternatively,  the  Portfolio may "cover" its position by owning the
instruments  underlying  the  contract  (or,  in the  case of an  index  futures
contract,  a portfolio  with a volatility  substantially  similar to that of the
index on which the  futures  contract  is based),  or by  holding a call  option
permitting  the  Portfolio to purchase  the same futures  contract at a price no
higher than the price of the contract  written by the  Portfolio (or at a higher
price if the  difference  is  maintained  in  liquid  assets  with  the  Trust's
custodian).

     When selling a call option on a futures contract, a Portfolio will maintain
with its custodian (and mark-to-market on a daily basis) assets determined to be
liquid by the Adviser in accordance with procedures  established by the Board of
Trustees,  that, when added to the amounts  deposited with a futures  commission
merchant  as  margin,  equal  the total  market  value of the  futures  contract
underlying the call option. Alternatively,  the Portfolio may cover its position
by  entering  into a long  position in the same  futures  contract at a price no
higher  than the strike  price of the call  option,  by owning  the  instruments
underlying the futures contract, or by holding a separate call option permitting
the  Portfolio to purchase the same futures  contract at a price not higher than
the strike price of the call option sold by the Portfolio.

     When selling a put option on a futures contract,  a Portfolio will maintain
with its custodian (and mark-to-market on a daily basis) assets determined to be
liquid by the Adviser in accordance with procedures  established by the Board of
Trustees, that equal the purchase price of the futures contract, less any margin
on  deposit.  Alternatively,  the  Portfolio  may cover the  position  either by
entering  into a short  position in the same  futures  contract,  or by owning a
separate put option  permitting it to sell the same futures  contract so long as
the strike  price of the  purchased  put  option is the same or higher  than the
strike price of the put option sold by the Portfolio.
<PAGE>

     To the extent that  securities  with  maturities  greater than one year are
used to  establish  and  maintain  segregated  accounts  to cover a  Portfolio's
obligations  under  futures  contracts  and related  options,  such use will not
eliminate  the risk of a form of  leverage,  which  may tend to  exaggerate  the
effect on net asset value of any  increase or decrease in the market  value of a
Portfolio's  portfolio,  and may require liquidation of portfolio positions when
it is not  advantageous  to do so.  However,  any  potential  risk  of  leverage
resulting from the use of securities with  maturities  greater than one year may
be  mitigated  by  the  overall  duration  limit  on  a  Portfolio's   portfolio
securities.  Thus, the use of a longer-term  security may require a Portfolio to
hold offsetting  short-term securities to balance the Portfolio's portfolio such
that the  Portfolio's  duration  does not exceed the maximum  permitted  for the
Portfolio in the Prospectus.

     The requirements for qualification as a regulated  investment  company also
may limit the  extent to which a  Portfolio  may  enter  into  futures,  futures
options or forward contracts. See "Taxation."

     Risks Associated with Futures and Futures Options.  There are several risks
associated  with the use of futures  contracts  and  futures  options as hedging
techniques.  A purchase  or sale of a futures  contract  may result in losses in
excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation  between price movements in the hedging vehicle
and in the Portfolio securities being hedged. In addition, there are significant
differences  between the securities and futures  markets that could result in an
imperfect correlation between the markets,  causing a given hedge not to achieve
its  objectives.   The  degree  of   imperfection  of  correlation   depends  on
circumstances  such as variations in  speculative  market demand for futures and
futures options on securities, including technical influences in futures trading
and futures options,  and differences  between the financial  instruments  being
hedged and the  instruments  underlying  the standard  contracts  available  for
trading  in  such   respects   as  interest   rate   levels,   maturities,   and
creditworthiness of issuers. An incorrect  correlation could result in a loss on
both the hedged  securities in a Portfolio  and the hedging  vehicle so that the
portfolio  return  might have been  greater had hedging  not been  attempted.  A
decision as to whether, when and how to hedge involves the exercise of skill and
judgment,  and even a  well-conceived  hedge may be  unsuccessful to some degree
because of market behavior or unexpected interest rate trends.

     Futures exchanges may limit the amount of fluctuation  permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum  amount that the price of a futures  contract  may vary either up or
down from the previous day's  settlement price at the end of the current trading
session.  Once the daily limit has been reached in a futures contract subject to
the limit,  no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential  losses because the limit may work to prevent
the  liquidation  of  unfavorable  positions.  For example,  futures prices have
occasionally moved to the daily limit for several  consecutive trading days with
little or no trading,  thereby  preventing  prompt  liquidation of positions and
subjecting some holders of futures contracts to substantial losses.
<PAGE>

     There can be no assurance  that a liquid market will exist at a time when a
Portfolio  seeks to close out a futures or a futures option  position,  and that
Portfolio would remain obligated to meet margin  requirements until the position
is closed. In addition, many of the contracts discussed above are relatively new
instruments without a significant trading history. As a result,  there can be no
assurance  that an active  secondary  market will  develop or continue to exist.
Lack of a liquid market for any reason may prevent a Portfolio from  liquidating
an unfavorable position.

     Additional Risks of Options on Securities,  Futures  Contracts,  Options on
Futures Contracts,  and Forward Currency Exchange Contracts and Options Thereon.
Options on securities,  futures  contracts,  options on futures  contracts,  and
options on currencies may be traded on foreign exchanges.  Such transactions may
not be regulated as  effectively as similar  transactions  in the United States;
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities.  The value of such positions also could be adversely affected by (i)
other  complex  foreign  political,  legal and  economic  factors,  (ii)  lesser
availability  than  in the  United  States  of  data on  which  to make  trading
decisions,  (iii)  delays in the  Trust's  ability to act upon  economic  events
occurring in foreign  markets  during  non-business  hours in the United States,
(iv) the imposition of different  exercise and  settlement  terms and procedures
and margin  requirements  than in the  United  States,  and (v)  lesser  trading
volume.

     Swap  Agreements.  The Portfolios  may enter into interest rate,  index and
currency exchange rate swap agreements. These transactions are entered into in a
attempt to obtain a particular return when it is considered  desirable to do so,
possibly at a lower cost to the  Portfolio  than if the  Portfolio  had invested
directly in an instrument that yielded that desired return.  Swap agreements are
two party  contracts  entered into  primarily  by  institutional  investors  for
periods  ranging  from a few weeks to more than one year.  In a standard  "swap"
transaction,  two parties  agree to exchange  the returns (or  differentials  in
rates of return) earned or realized on particular  predetermined  investments or
instruments,  which may be adjusted for an interest factor. The gross returns to
be exchanged  or "swapped"  between the parties are  generally  calculated  with
respect to a "notional  amount,"  i.e.,  the return on or increase in value of a
particular dollar amount invested at a particular interest rate, in a particular
foreign  currency,  or in a "basket" of  securities  representing  a  particular
index.  Forms of swap  agreements  include  interest rate caps,  under which, in
return  for a premium,  one party  agrees to make  payments  to the other to the
extent that  interest  rates exceed a specified  rate,  or "cap";  interest rate
floors,  under which, in return for a premium, one party agrees to make payments
to the other to the extent that interest  rates fall below a specified  rate, or
"floor";  and  interest  rate  collars,  under  which  a  party  sells a cap and
purchases a floor or vice versa in an attempt to protect itself against interest
rate movements exceeding given minimum or maximum levels.

     Most swap  agreements  entered into by the Portfolios  would  calculate the
obligations  of the parties to the agreement on a "net basis."  Consequently,  a
Portfolio's  current  obligations  (or  rights)  under  a  swap  agreement  will
generally  be equal  only to the net  amount  to be paid or  received  under the
agreement  based on the relative  values of the positions  held by each party to
the agreement (the "net amount"). A Portfolio's current obligations under a swap
agreement  will be  accrued  daily  (offset  against  any  amounts  owing to the
Portfolio)  and any accrued but unpaid net amounts  owed to a swap  counterparty
will be covered by the maintenance of a segregated  account consisting of assets
determined to be liquid by the Adviser in accordance with procedures established
by the Board of Trustees,  to avoid any potential  leveraging of the Portfolio's
portfolio. Obligations under swap agreements so covered will not be construed to
be "senior  securities" for purposes of the Portfolio's  investment  restriction
concerning senior  securities.  A Portfolio will not enter into a swap agreement
with any single  party if the net amount owed or to be received  under  existing
contracts with that party would exceed 5% of the Portfolio's assets.
<PAGE>

     Whether  a  Portfolio's  use of  swap  agreements  will  be  successful  in
furthering its investment objective of total return will depend on the Adviser's
ability to predict  correctly whether certain types of investments are likely to
produce  greater  returns  than other  investments.  Because  they are two party
contracts  and  because  they may have terms of greater  than seven  days,  swap
agreements  may be considered to be illiquid.  Moreover,  a Portfolio  bears the
risk of loss of the amount expected to be received under a swap agreement in the
event  of the  default  or  bankruptcy  of a swap  agreement  counterparty.  The
Portfolios will enter into swap agreements  only with  counterparties  that meet
certain standards of creditworthiness (generally, such counterparties would have
to be  eligible  counterparties  under the terms of the  Portfolios'  repurchase
agreement  guidelines).  Certain  restrictions  imposed on the Portfolios by the
Internal Revenue Code may limit the Portfolios'  ability to use swap agreements.
The swaps market is a relatively  new market and is largely  unregulated.  It is
possible that developments in the swaps market,  including potential  government
regulation,  could adversely affect a Portfolio's  ability to terminate existing
swap agreements or to realize amounts to be received under such agreements.

     Certain swap  agreements  are exempt from most  provisions of the Commodity
Exchange Act ("CEA") and,  therefore,  are not regulated as futures or commodity
option transactions under the CEA, pursuant to regulations  approved by the CFTC
effective  February 22, 1993. To qualify for this  exemption,  a swap  agreement
must be entered into by "eligible  participants,"  which includes the following,
provided the  participants'  total assets exceed  established  levels: a bank or
trust  company,   savings  association  or  credit  union,   insurance  company,
investment  company  subject to regulation  under the 1940 Act,  commodity pool,
corporation, partnership,  proprietorship,  organization, trust or other entity,
employee benefit plan,  governmental entity,  broker-dealer,  futures commission
merchant,  natural person, or regulated foreign person. To be eligible,  natural
persons and most other  entities  must have total assets  exceeding $10 million;
commodity  pools and  employee  benefit  plans  must have  assets  exceeding  $5
million.  In addition,  an eligible swap transaction must meet three conditions.
First, the swap agreement may not be part of a fungible class of agreements that
are   standardized   as  to  their  material   economic   terms.   Second,   the
creditworthiness of parties with actual or potential  obligations under the swap
agreement must be a material  consideration  in entering into or determining the
terms of the swap  agreement,  including  pricing,  cost or  credit  enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.

     This exemption is not exclusive,  and  participants may continue to rely on
existing  exclusions for swaps, such as the Policy Statement issued in July 1989
which recognized a safe harbor for swap  transactions from regulation as futures
or commodity option  transactions  under the CEA or its regulations.  The Policy
Statement  applies  to  swap   transactions   settled  in  cash  that  (1)  have
individually  tailored terms,  (2) lack  exchange-style  offset and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.

     Structured  Notes.  Structured  notes are derivative debt  securities,  the
interest  rate or principal of which is  determined  by an unrelated  indicator.
Indexed  securities  include  structured  notes as well as securities other than
debt  securities,  the interest  rate or principal of which is  determined by an
unrelated indicator. Indexed securities may include a multiplier that multiplies
the indexed  element by a specified  factor  and,  therefore,  the value of such
securities  may be very  volatile.  To the extent a  Portfolio  invests in these
securities,  however,  the  Adviser  analyzes  these  securities  in its overall
assessment of the effective  duration of the Portfolio's  portfolio in an effort
to monitor the Portfolio's interest rate risk.

Warrants to Purchase Securities

     The  Portfolios  may invest in or acquire  warrants to  purchase  equity or
fixed  income  securities.  Bonds with  warrants  attached  to  purchase  equity
securities have many  characteristics of convertible bonds and their prices may,
to some degree,  reflect the performance of the underlying stock. Bonds also may
be issued with warrants attached to purchase  additional fixed income securities
at the same coupon rate. A decline in interest rates would permit a Portfolio to
buy additional  bonds at the favorable rate or to sell the warrants at a profit.
If interest rates rise, the warrants would generally expire with no value.
<PAGE>

Hybrid Instruments

     A hybrid instrument can combine the characteristics of securities, futures,
and options.  For example,  the  principal  amount or interest  rate of a hybrid
could  be tied  (positively  or  negatively)  to the  price  of some  commodity,
currency or securities index or another interest rate (each a "benchmark").  The
interest  rate or (unlike most fixed income  securities)  the  principal  amount
payable  at  maturity  of a  hybrid  security  may be  increased  or  decreased,
depending on changes in the value of the benchmark.

     Hybrids  can be used  as an  efficient  means  of  pursuing  a  variety  of
investment goals, including currency hedging, duration management, and increased
total  return.  Hybrids may not bear interest or pay  dividends.  The value of a
hybrid or its interest  rate may be a multiple of a benchmark  and, as a result,
may be  leveraged  and move (up or  down)  more  steeply  and  rapidly  than the
benchmark.  These benchmarks may be sensitive to economic and political  events,
such as commodity shortages and currency  devaluations,  which cannot be readily
foreseen by the purchaser of a hybrid. Under certain conditions,  the redemption
value of a hybrid  could be zero.  Thus,  an  investment  in a hybrid may entail
significant  market risks that are not associated with a similar investment in a
traditional,  U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating  rate of  interest.  The  purchase of hybrids also
exposes a Portfolio to the credit risk of the issuer of the hybrids. These risks
may cause  significant  fluctuations  in the net asset  value of the  Portfolio.
Accordingly,  no  Portfolio  will  invest  more than 5% of its  assets in hybrid
instruments.

     Certain  issuers of structured  products such as hybrid  instruments may be
deemed to be investment  companies as defined in the 1940 Act. As a result,  the
Portfolios'  investments in these products will be subject to limits  applicable
to  investments  in  investment  companies  and may be subject  to  restrictions
contained in the 1940 Act.

Investment in Investment Companies

     Each of the  Portfolios  may  invest  in  securities  of  other  investment
companies,  such as closed-end  management  investment  companies,  or in pooled
accounts  or  other  investment  vehicles.  As a  shareholder  of an  investment
company,  a Portfolio  may  indirectly  bear service and other fees which are in
addition to the fees the Portfolio pays its service providers.

Illiquid Securities

     The  Portfolios  may  invest  up to 15% of their  net  assets  in  illiquid
securities  (10% in the case of the  PIMCO  Money  Market  Portfolio).  The term
"illiquid  securities" for this purpose means securities that cannot be disposed
of within seven days in the  ordinary  course of business at  approximately  the
amount at which a Portfolio has valued the securities.  Illiquid  securities are
considered to include,  among other things,  written  over-the-counter  options,
securities  or  other  liquid  assets  being  used as cover  for  such  options,
repurchase  agreements  with  maturities  in excess of seven days,  certain loan
participation interests, fixed time deposits which are not subject to prepayment
or provide for  withdrawal  penalties  upon  prepayment  (other  than  overnight
deposits), and other securities which legally or in the Adviser's opinion may be
deemed illiquid (not including securities issued pursuant to Rule 144A under the
1933 Act and certain  commercial  paper that the Adviser  has  determined  to be
liquid under procedures approved by the Board of Trustees).

     Illiquid securities may include privately placed securities, which are sold
directly to a small number of  investors,  usually  institutions.  Unlike public
offerings, such securities are not registered under the federal securities laws.
Although  certain of these  securities may be readily sold,  for example,  under
Rule 144A, others may be illiquid, and their sale may involve substantial delays
and additional costs.
<PAGE>

     Certain illiquid securities may require pricing at fair value as determined
in good faith under the supervision of the Board of Trustees. The Adviser may be
subject  to  significant  delays  in  disposing  of  illiquid  securities,   and
transactions in illiquid securities may entail  registration  expenses and other
transaction  costs  that are  higher  than  those  for  transactions  in  liquid
securities.


                             INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

     Each Portfolio's  investment objective as set forth in the Prospectus under
the heading  "Description of Portfolios" for each such Portfolio,  together with
the investment  restrictions  set forth below,  are fundamental  policies of the
Portfolio and may not be changed with respect to a Portfolio without shareholder
approval  by vote of a majority  of the  outstanding  shares of that  Portfolio.
Under these restrictions a Portfolio may not:

     (1) invest in a security if, as a result of such investment,  more than 25%
of its total assets (taken at market value at the time of such investment) would
be invested in the securities of issuers in any particular industry, except that
this  restriction  does not apply (a) to securities  issued or guaranteed by the
U.S. Government or its agencies or instrumentalities  (or repurchase  agreements
with respect  thereto) and (b) with  respect to the Money Market  Portfolio,  to
securities or obligations issued by U.S. banks;

     (2) with respect to 75% of its assets, invest in a security if, as a result
of such  investment,  more than 5% of its total assets (taken at market value at
the time of such  investment)  would be  invested in the  securities  of any one
issuer,  except that this  restriction  does not apply to  securities  issued or
guaranteed  by the U.S.  Government or its agencies or  instrumentalities  (This
investment  restriction  is not  applicable to the Foreign Bond  Portfolio,  the
Global Bond Portfolio, or the Emerging Markets Bond Portfolio.);

     (3) with respect to 75% of its assets, invest in a security if, as a result
of such  investment,  it would  hold  more  than 10%  (taken at the time of such
investment)  of the  outstanding  voting  securities  of any  one  issuer  (This
restriction  is not  applicable to the Foreign Bond  Portfolio,  the Global Bond
Portfolio or the Emerging Markets Bond Portfolio.);

     (4)  purchase  or sell real  estate,  although it may  purchase  securities
secured by real estate or interests  therein,  or securities issued by companies
which invest in real estate, or interests therein;

     (5) purchase or sell  commodities or  commodities  contracts or oil, gas or
mineral programs.  This restriction  shall not prohibit a Portfolio,  subject to
restrictions  described in the  Prospectus  and  elsewhere in this  Statement of
Additional  Information,  from  purchasing,  selling or  entering  into  futures
contracts,  options on futures  contracts,  foreign currency forward  contracts,
foreign currency options,  or any interest rate,  securities-related  or foreign
currency-related  hedging  instrument,   including  swap  agreements  and  other
derivative instruments,  subject to compliance with any applicable provisions of
the federal securities or commodities laws;

     (6)  borrow  money,  issue  senior  securities,   or  pledge,  mortgage  or
hypothecate  its assets,  except  that a Portfolio  may (i) borrow from banks or
enter  into  reverse  repurchase   agreements,   or  employ  similar  investment
techniques, but only if immediately after each borrowing there is asset coverage
of 300% and (ii)  enter  into  transactions  in  options,  futures,  options  on
futures, and other derivative  instruments as described in the Prospectus and in
this  Statement of  Additional  Information  (the deposit of assets in escrow in
connection  with the writing of covered put and call options and the purchase of
securities on a when-issued or delayed delivery basis,  collateral  arrangements
with respect to initial or variation  margin deposits for futures  contracts and
commitments entered into under swap agreements or other derivative  instruments,
will not be deemed to be pledges of a Portfolio's assets);
<PAGE>

     (7) lend any funds or other assets, except that a Portfolio may, consistent
with its  investment  objective  and policies:  (a) invest in debt  obligations,
including bonds, debentures, or other debt securities,  bankers' acceptances and
commercial  paper, even though the purchase of such obligations may be deemed to
be the making of loans, (b) enter into repurchase  agreements,  and (c) lend its
portfolio  securities  in an amount not to exceed  one-third of the value of its
total  assets,  provided  such  loans  are made in  accordance  with  applicable
guidelines  established  by the  Securities  and  Exchange  Commission  and  the
Trustees of the Trust;

     (8) act as an  underwriter  of securities of other  issuers,  except to the
extent that in connection with the disposition of portfolio  securities,  it may
be deemed to be an underwriter under the federal securities laws.

Non-Fundamental Investment Restrictions

     Each   Portfolio   is  also  subject  to  the   following   non-fundamental
restrictions  and policies (which may be changed without  shareholder  approval)
relating  to the  investment  of its assets  and  activities.  Unless  otherwise
indicated, a Portfolio may not:

     (A)  invest  more than 15% of the net assets of the  Portfolio  (10% in the
case of the PIMCO Money Market  Portfolio) (taken at market value at the time of
the investment) in "illiquid  securities,"  which include  securities subject to
legal  or  contractual   restrictions  on  resale  (which  may  include  private
placements),  repurchase  agreements  maturing in more than seven days,  certain
loan  participation  interests,  fixed time  deposits  which are not  subject to
prepayment  or provide for  withdrawal  penalties  upon  prepayment  (other than
overnight  deposits),  certain  options traded over the counter that a Portfolio
has  purchased,  securities  or other  liquid  assets  being  used to cover such
options a Portfolio has written,  securities for which market quotations are not
readily available, or other securities which legally or in the Adviser's opinion
may be deemed illiquid (other than securities issued pursuant to Rule 144A under
the  Securities  Act of  1933  and  certain  commercial  paper  that  PIMCO  has
determined to be liquid under procedures approved by the Board of Trustees);

     (B) purchase  securities  on margin,  except for use of  short-term  credit
necessary for clearance of purchases and sales of portfolio  securities,  but it
may make margin  deposits in connection  with covered  transactions  in options,
futures, options on futures and short positions;

     In addition,  the Trust has adopted a  non-fundamental  policy  pursuant to
which  each  Portfolio  that may  invest in  securities  denominated  in foreign
currencies,  except  the PIMCO  Global  Bond and  PIMCO  Emerging  Markets  Bond
Portfolios,  will hedge at least 75% of its exposure to foreign  currency  using
the  techniques  described in the  Prospectus  and the  Statement of  Additional
Information.  There can be no assurance that currency hedging techniques will be
successful.

     Under the 1940 Act, a "senior  security"  does not include  any  promissory
note or evidence of indebtedness  where such loan is for temporary purposes only
and in an amount not exceeding 5% of the value of the total assets of the issuer
at the time the loan is made. A loan is presumed to be for temporary purposes if
it is repaid  within sixty days and is not extended or renewed.  Notwithstanding
the provisions of fundamental  investment restriction (6) above, a Portfolio may
borrow  money  for  temporary   administrative  purposes.  To  the  extent  that
borrowings for temporary  administrative  purposes exceed 5% of the total assets
of a  Portfolio,  such  excess  shall  be  subject  to the 300%  asset  coverage
requirement of that restriction.

     To the extent a Portfolio covers its commitment under a reverse  repurchase
agreement  (or  economically  similar  transaction)  by  the  maintenance  of  a
segregated  account  consisting of assets  determined to be liquid in accordance
with  procedures  adopted by the  Trustees,  equal in value to the amount of the
Portfolio's commitment to repurchase, such an agreement will not be considered a
"senior security" by the Portfolio and therefore will not be subject to the 300%
asset coverage requirement otherwise applicable to borrowings by the Portfolio.
<PAGE>

     Unless  otherwise  indicated,   all  limitations  applicable  to  Portfolio
investments  (as stated  above and  elsewhere in this  Statement  of  Additional
Information)  apply  only  at the  time  a  transaction  is  entered  into.  Any
subsequent  change in a rating assigned by any rating service to a security (or,
if unrated,  deemed to be of comparable quality), or change in the percentage of
Portfolio assets invested in certain securities or other instruments,  or change
in the average duration of a Portfolio's  investment  portfolio,  resulting from
market  fluctuations  or other  changes in a  Portfolio's  total assets will not
require a Portfolio  to dispose of an  investment  until the Adviser  determines
that it is practicable to sell or close out the investment  without undue market
or tax consequences to the Portfolio.  In the event that ratings services assign
different ratings to the same security,  the Adviser will determine which rating
it believes best reflects the  security's  quality and risk at that time,  which
may be the higher of the several assigned ratings.

                             MANAGEMENT OF THE TRUST

Trustees and Officers


     The Trustees and Executive  Officers of the Trust,  their business  address
and  principal  occupations  during the past five  years are as follows  (unless
otherwise  indicated,  the  address of all persons  below is 840 Newport  Center
Drive, Suite 360, Newport Beach, California 92660):
<TABLE>
<S>                                        <C>                         <C> 

                                            Position                     Principal Occupation(s)
Name, Address and Age                       with the Trust               During the Past Five Years

Brent R. Harris*                            Chairman of the Board        Managing  Director,   PIMCO;   Director,   Harris
Age 38                                      and Trustee                  Holdings,   Harris  Oil  Company;   Chairman  and
                                                                         Trustee,    PIMCO   Funds:   Pacific   Investment
                                                                         Management Series;  Chairman and Director,  PIMCO
                                                                         Commercial Mortgage Securities Trust, Inc.       

R. Wesley Burns*                            President and Trustee        Executive  Vice  President,  PIMCO;  Trustee  and
Age 38                                                                   President,   PIMCO  Funds:   Pacific   Investment
                                                                         Management Series; Director and President,  PIMCO
                                                                         Commercial   Mortgage   Securities   Trust,  Inc.
                                                                         Formerly Vice President, PIMCO.

Guilford C. Babcock                         Trustee                      Associate  Professor  of Finance,  University  of
1575 Circle Drive                                                        Southern   California;   Trustee,   PIMCO  Funds:
San Marino, California                                                   Pacific Investment  Management Series;  Director,
91108                                                                    PIMCO  Commercial   Mortgage   Securities  Trust,
Age 66                                                                   Inc.;   Director,   AMCAP  Fund  and  Fundamental
                                                                         Investors  Fund of the Capital  Group;  Director,
                                                                         Good Hope Medical Foundation.


Vern O. Curtis                              Trustee                      Private  Investor;  Director  of 16  Real  Estate
14158 N.W. Bronson Creek Drive                                           Investment    Trusts   affiliated   with   Public
Portland, Oregon                                                         Storage,  Inc.;  Trustee,  PIMCO  Funds:  Pacific
97229                                                                    Investment  Management  Series;  Director,  PIMCO
Age 63                                                                   Commercial   Mortgage   Securities   Trust,  Inc.
                                                                         Formerly  Charitable  Work,  The  Church of Jesus
                                                                         Christ of Latter Day Saints.

Thomas P. Kemp                              Trustee                      Co-Chairman,  U.S.  Committee  to Assist  Russian
1141 Marine Drive                                                        Reform;    Director,   Union   Financial   Corp.;
Laguna Beach, California                                                 Trustee,    PIMCO   Funds:   Pacific   Investment
92651                                                                    Management  Series;  Director,  PIMCO  Commercial
Age 67                                                                   Mortgage  Securities  Trust, Inc. Formerly Senior
                                                                         Consultant,  World Cup 1994 Organizing Committee;
                                                                         Chairman  and CEO of Coca Cola  Bottling  Company
                                                                         of L.A.
<PAGE>


William J. Popejoy                          Trustee                      Director,  California  State  Lottery;  Chairman,
600 North 10th Street                                                    Western  Vinyl  Manufacturing;   Partner,  Butler
Sacramento, California                                                   Popejoy  Group;  Trustee,  PIMCO  Funds:  Pacific
95814                                                                    Investment  Management  Series;  Director,  PIMCO
Age 59                                                                   Commercial   Mortgage   Securities   Trust,  Inc.
                                                                         Formerly Chief Executive Officer,  Orange County,
                                                                         California; Principal, Castine Partners.

William H. Gross                            Senior Vice President        Managing Director, PIMCO.
Age 53

Jeffrey M. Sargent                          Vice President               Vice   President  and  Manager  of  Pooled  Funds
Age 34                                                                   Shareholder Servicing, PIMCO.

William S. Thompson, Jr.                    Vice President               Chief  Executive  Officer and Managing  Director,
Age 52                                                                   PIMCO.   Formerly  Managing   Director,   Salomon
                                                                         Brothers, Inc.


John P. Hardaway                            Treasurer                    Vice   President  and  Manager  of  Pooled  Funds
Age 40                                                                   Operations, PIMCO.

Garlin G. Flynn                             Secretary                    Senior Portfolio  Administrator,  PIMCO. Formerly
Age 51                                                                   Senior Mutual Portfolio  Analyst,  PIMCO Advisors
                                                                         Institutional  Services;  Senior Mutual Portfolio
                                                                         Analyst,   Pacific   Financial  Asset  Management
                                                                         Corporation.

Joseph D. Hattesohl                         Assistant Treasurer          Vice  President  and  Manager  of Fund  Taxation,
Age 33                                                                   PIMCO.    Formerly    Director    of    Financial
                                                                         Reporting,  Carl  I.  Brown & Co.;  Tax  Manager,
                                                                         Price Waterhouse LLP.

Michael J. Willemsen                        Assistant Secretary          Manager, PIMCO.  Formerly Project Lead, PIMCO.
Age 37

- -------------------
         *Mr.  Harris  and Mr.  Burns are  "interested  persons"  of the Trust (as that term is defined in the 1940
Act) because of their affiliations with PIMCO.
</TABLE>

<PAGE>

Compensation Table

     For the fiscal year ending December 31, 1997, the Trust anticipates  paying
the following compensation to the Trustees of the Trust:
<TABLE>
         <S>                          <C>                             <C>

                                       Aggregate               Total Compensation from
                                       Compensation            Trust and Fund Complex
         Name and Position             from Trust1              Paid to Trustees2

         Guilford C. Babcock              $0                         $60,250
         Trustee

         Vern O. Curtis                   $0                         $61,750
         Trustee

         Thomas P. Kemp                   $0                         $60,250
         Trustee

         William J. Popejoy               $0                         $60,250
         Trustee
- --------------------
</TABLE>

     1Each  Trustee,  other  than  those  affiliated  with  the  Adviser  or its
affiliates  will receive an annual retainer of $4,000 plus $1,500 for each Board
of  Trustees  meeting  attended  in person  and $250 for each  meeting  attended
telephonically,  plus reimbursement of related expenses.  In addition, a Trustee
serving as a Committee  Chair,  other than those  affiliated with the Adviser or
its affiliates, will receive an additional annual retainer of $500.

     2Each  Trustee  also  serves as a  Director  of PIMCO  Commercial  Mortgage
Securities Trust, Inc., a registered  closed-end  management investment company,
and as a Trustee of PIMCO Funds,  a registered  open-end  management  investment
company. For their services to PIMCO Commercial Mortgage Securities Trust, Inc.,
each Director who is unaffiliated with the Adviser or its affiliates receives an
annual  retainer  of $6,000  plus  $1,000  for each Board of  Directors  meeting
attended and $500 for each Board of Directors  meeting attended  telephonically.
Each Trustee serving as a Committee Chair,  other than those affiliated with the
Adviser  or its  affiliates,  receives  an annual  retainer  of $500.  For their
services to PIMCO Funds,  each  Trustee,  other than those  affiliated  with the
Adviser or its  affiliates,  receives an annual  retainer of $45,000 plus $3,000
for each Board of Trustees  meeting attended in person and $500 for each meeting
attended telephonically,  plus reimbursement of related expenses. In addition, a
Trustee  serving as a  Committee  Chair,  other than those  affiliated  with the
Adviser or its affiliates, receives an additional annual retainer of $1,500.

Investment Adviser

     PIMCO  serves  as  investment  adviser  to the  Portfolios  pursuant  to an
investment advisory contract ("Advisory  Contract") between PIMCO and the Trust.
PIMCO is a subsidiary  partnership  of PIMCO  Advisors.  A majority  interest of
PIMCO Advisors is held by PIMCO Partners,  G.P., a general  partnership  between
Pacific Investment  Management  Company,  a California  corporation and indirect
wholly owned subsidiary of Pacific Life Insurance Company ("Pacific Life"),  and
PIMCO Partners,  LLC ("PIMCO Partners"),  a limited liability company controlled
by the PIMCO Managing Directors.
<PAGE>

     PIMCO is responsible for making investment decisions and placing orders for
the purchase and sale of the Trust's  investments  directly  with the issuers or
with  brokers  or  dealers  selected  by it in its  discretion.  See  "Portfolio
Transactions  and  Brokerage"  below.  PIMCO  also  furnishes  to the  Board  of
Trustees,  which has overall  responsibility for the business and affairs of the
Trust, periodic reports on the investment performance of each Portfolio.

     Under the terms of the Advisory Contract,  PIMCO is obligated to manage the
Portfolios in accordance with applicable  laws and  regulations.  The investment
advisory services of PIMCO to the Trust are not exclusive under the terms of the
Advisory  Contract.  PIMCO is free to,  and  does,  render  investment  advisory
services to others. The Advisory Contract was approved by the Board of Trustees,
including  a  majority  of the  Trustees  who are not  parties  to the  Advisory
Contract or interested persons of such parties  ("Independent  Trustees"),  at a
meeting  held on August 26,  1997 and was  approved by the  shareholders  of all
then-operational Portfolios on December 31, 1997.

     Following  the  expiration  of the two  year  period  commencing  with  the
effectiveness of the Advisory  Contract,  it will continue in effect on a yearly
basis  provided such  continuance  is approved  annually (i) by the holders of a
majority of the  outstanding  voting  securities of the Trust or by the Board of
Trustees  and (ii) by a  majority  of the  Independent  Trustees.  The  Advisory
Contract  may be  terminated  without  penalty  by vote of the  Trustees  or the
shareholders  of the Trust,  or by the Adviser,  on 60 days'  written  notice by
either party to the contract and will terminate automatically if assigned.

     The Adviser currently receives a monthly investment  advisory fee from each
Portfolio at an annual rate based on average daily net assets of the  Portfolios
as follows:

<TABLE>
        <S>                                                                            <C>  
                                                                                        Advisory
                                                                                        Fee Rate
        Portfolio                                                     
        Money Market Portfolio............................................................0.30%
        Short-Term Bond Portfolio.........................................................0.35
        Low Duration Bond, Total Return Bond and StocksPLUS Growth and Income Portfolios..0.40
        Strategic Balanced and High Yield Bond Portfolios.................................0.50
        Global Bond and Foreign Bond Portfolios...........................................0.60
        Emerging Markets Bond Portfolio...................................................0.65
</TABLE>

Administrator

     PIMCO  also  serves  as  Administrator  to the  Portfolios  pursuant  to an
administration   agreement   dated   December  31,  1997  (the   "Administration
Agreement")  which was approved by the Board of Trustees,  including  all of the
Independent  Trustees,  at a meeting held on August 26, 1997. PIMCO provides the
Portfolios with certain  administrative  and shareholder  services necessary for
Portfolio  operations and is responsible  for the supervision of other Portfolio
service  providers.  PIMCO may in turn use the  facilities  or assistance of its
affiliates to provide certain services under the  Administration  Agreement,  on
terms agreed  between PIMCO and such  affiliates.  The  administrative  services
provided by PIMCO  include but are not  limited  to: (1)  shareholder  servicing
functions,  including  preparation of reports and communications to shareholders
and other appropriate  parties, (2) regulatory  compliance,  such as reports and
filings  with  the  SEC  and  state  securities  commissions,  and  (3)  general
supervision of the operations of the Portfolios,  including  coordination of the
services performed by the Portfolios' transfer agent, custodian,  legal counsel,
independent  accountants,  and  others.  PIMCO (or an  affiliate  of PIMCO) also
furnishes the Portfolios  with office space  facilities  required for conducting
the business of the  Portfolios,  and pays the  compensation  of those officers,
employees and Trustees of the Trust  affiliated with PIMCO. In addition,  PIMCO,
at its own  expense,  arranges  for the  provision  of  legal,  audit,  custody,
transfer  agency and other services for the  Portfolios,  and is responsible for
the costs of registration of the Trust's shares and the printing of prospectuses
and reports for current  shareholders and other appropriate  parties.  PIMCO has
contractually agreed to provide these services,  and to bear these expenses,  at
the following  rates for each Portfolio  (each  expressed as a percentage of the
Portfolio's average daily net assets attributable to its classes of shares on an
annual basis):
<PAGE>

<TABLE>
       <S>                                                                                    <C>

                                                                                               Administrative
        Portfolio                                                                              Fee Rate
        Money Market Portfolio.................................................................0.20%
        Short-Term Bond, Low Duration Bond, Total Return Bond,
           StocksPLUS Growth and Income, Strategic Balanced and High Yield Bond Portfolios.....0.25
        Global Bond and Foreign Bond Portfolios................................................0.30
        Emerging Markets Bond Portfolio........................................................0.35

</TABLE>

     Except for the  expenses  paid by PIMCO,  the Trust  bears all costs of its
operations.   The  Portfolios  are  responsible  for:  (i)  salaries  and  other
compensation of any of the Trust's executive  officers and employees who are not
officers, directors,  stockholders, or employees of PIMCO or its subsidiaries or
affiliates;   (ii)  taxes  and  governmental  fees;  (iii)  brokerage  fees  and
commissions and other portfolio  transaction  expenses;  (iv) costs of borrowing
money,  including interest  expenses;  (v) fees and expenses of the Trustees who
are not  "interested  persons" of PIMCO or the Trust,  and any counsel  retained
exclusively for their benefit; (vi) extraordinary  expenses,  including costs of
litigation  and   indemnification   expenses;   and  (vii)  expenses,   such  as
organizational  expenses,  which are  capitalized  in accordance  with generally
accepted accounting principles.

     The  Administration  Agreement may be  terminated by the Trustees,  or by a
vote  of the  outstanding  voting  securities  of the  Trust  or  Portfolio,  as
applicable,  at any time on 60 days' written notice. Following the expiration of
the two year period  commencing  with the  effectiveness  of the Agreement,  the
Agreement may be terminated by PIMCO on 60 days' written  notice.  Following its
initial two-year term, the agreement will continue from year to year if approved
by the Trustees,  including a majority of the Trust's  Independent  Trustees (as
that term is defined in the 1940 Act).


                          DISTRIBUTION OF TRUST SHARES

Distributor

     PIMCO  Funds  Distribution  Company  (the  "Distributor")   serves  as  the
distributor  of  the  Trust's  shares   pursuant  to  a  distribution   contract
("Distribution  Contract") with the Trust which is subject to annual approval by
the Board. The Distributor is a wholly owned  subsidiary of PIMCO Advisors.  The
Distribution Contract is terminable with respect to a Portfolio or class without
penalty,  at any time,  by the  Portfolio or class by not more than 60 days' nor
less than 30 days' written notice to the Distributor, or by the Distributor upon
not more than 60 days' nor less than 30 days' written  notice to the Trust.  The
Distributor is not obligated to sell any specific amount of Trust shares.

     The  Distribution  Contract  will  continue in effect with  respect to each
Portfolio for successive  one-year periods,  provided that each such continuance
is  specifically  approved (i) by the vote of a majority of the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the Distribution  Contract; and (ii) by
the vote of a  majority  of the  entire  Board of  Trustees  cast in person at a
meeting called for that purpose. If the Distribution  Contract is terminated (or
not renewed) with respect to one or more  Portfolios,  it may continue in effect
with  respect to any  Portfolio as to which it has not been  terminated  (or has
been renewed).

Purchases and Redemptions

     Variable  Contract  Owners  do not deal  directly  with the  Portfolios  to
purchase,  redeem, or exchange shares, and Variable Contract Owners should refer
to the  prospectus for the applicable  Separate  Account for  information on the
allocation of premiums and on transfers of accumulated value among  sub-accounts
of the Separate Accounts that invest in the Portfolios.
<PAGE>

     Shares  of a  Portfolio  may not be  offered  or sold in any  state  unless
qualified  in that  jurisdiction,  unless an  exemption  from  qualification  is
available.

     A shareholder  may exchange shares of any Portfolio for shares of any other
Portfolio of the Trust on the basis of their respective net asset values. Orders
for  exchanges  accepted  prior to the close of regular  trading on the New York
Stock  Exchange (the  "Exchange") on any day the Trust is open for business will
be executed at the  respective  net asset values  determined  as of the close of
business that day.

     The Trust reserves the right to suspend or postpone  redemptions during any
period when:  (a) trading on the Exchange is  restricted,  as  determined by the
SEC,  or that  Exchange is closed for other than  customary  weekend and holiday
closings;  (b)  the  SEC  has by  order  permitted  such  suspension;  or (c) an
emergency,  as  determined  by the SEC,  exists,  making  disposal of  portfolio
securities  or  valuation  of  net  assets  of  the  Portfolio  not   reasonably
practicable.

     Although  the Trust will  normally  redeem all shares for cash,  it may, in
unusual  circumstances,  redeem by  payment  in kind of  securities  held in the
Portfolios.


                      PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment Decisions

     Investment  decisions for the Trust and for the other  investment  advisory
clients  of the  Adviser  are made  with a view to  achieving  their  respective
investment  objectives.  Investment decisions are the product of many factors in
addition to basic suitability for the particular client involved  (including the
Trust).  Thus, a particular  security may be bought or sold for certain  clients
even  though it could  have been  bought or sold for other  clients  at the same
time. Likewise, a particular security may be bought for one or more clients when
one or more clients are selling the security. In some instances,  one client may
sell a particular security to another client. It also sometimes happens that two
or more  clients  simultaneously  purchase or sell the same  security,  in which
event  each day's  transactions  in such  security  are,  insofar  as  possible,
averaged as to price and allocated between such clients in a manner which in the
Adviser's  opinion is equitable to each and in accordance  with the amount being
purchased or sold by each. There may be circumstances when purchases or sales of
portfolio  securities  for one or more  clients  will have an adverse  effect on
other clients.

Brokerage and Research Services

     There is  generally  no  stated  commission  in the  case of  fixed  income
securities, which are traded in the over-the-counter markets, but the price paid
by the Trust usually includes an undisclosed  dealer  commission or mark-up.  In
underwritten offerings, the price paid by the Trust includes a disclosed,  fixed
commission or discount  retained by the  underwriter or dealer.  Transactions on
U.S. stock  exchanges and other agency  transactions  involve the payment by the
Trust of negotiated brokerage commissions. Such commissions vary among different
brokers. Also, a particular broker may charge different commissions according to
such factors as the  difficulty  and size of the  transaction.  Transactions  in
foreign securities generally involve the payment of fixed brokerage commissions,
which are generally higher than those in the United States.

     The  Adviser  places  all  orders for the  purchase  and sale of  portfolio
securities,  options and futures  contracts for the relevant  Portfolio and buys
and  sells  such  securities,  options  and  futures  for the  Trust  through  a
substantial  number of brokers and  dealers.  In so doing,  the Adviser uses its
best  efforts to obtain  for the Trust the most  favorable  price and  execution
available,  except to the extent it may be  permitted  to pay  higher  brokerage
commissions  as  described  below.  In  seeking  the most  favorable  price  and
execution, the Adviser, having in mind the Trust's best interests, considers all
factors it deems relevant, including, by way of illustration, price, the size of
the  transaction,  the nature of the market for the security,  the amount of the
commission,  the timing of the transaction taking into account market prices and
trends, the reputation,  experience and financial stability of the broker-dealer
involved  and the  quality of service  rendered  by the  broker-dealer  in other
transactions.
<PAGE>

     It has for many years been a common  practice  in the  investment  advisory
business for advisers of investment companies and other institutional  investors
to  receive  research  services  from  broker-dealers  which  execute  portfolio
transactions  for the clients of such advisers.  Consistent  with this practice,
the Adviser receives research services from many  broker-dealers  with which the
Adviser places the Trust's portfolio transactions. These services, which in some
cases may also be purchased for cash,  include such matters as general  economic
and security  market  reviews,  industry  and company  reviews,  evaluations  of
securities and  recommendations as to the purchase and sale of securities.  Some
of these services are of value to the Adviser in advising various of its clients
(including the Trust), although not all of these services are necessarily useful
and of value in managing the Trust.  The management fee paid by the Trust is not
reduced because the Adviser and its affiliates receive such services.

     As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the
Adviser may cause the Trust to pay a broker-dealer which provides "brokerage and
research services" (as defined in the Act) to the Adviser an amount of disclosed
commission for effecting a securities transaction for the Trust in excess of the
commission  which another  broker-dealer  would have charged for effecting  that
transaction.

Portfolio Turnover

     The Adviser manages the Portfolios without regard generally to restrictions
on portfolio  turnover.  See  "Taxation"  below.  The use of certain  derivative
instruments  with  relatively  short  maturities  may  tend  to  exaggerate  the
portfolio  turnover  rate for some of the  Portfolios.  Trading in fixed  income
securities does not generally involve the payment of brokerage commissions,  but
does  involve  indirect  transaction  costs.  The use of futures  contracts  may
involve the payment of commissions to futures commission merchants.  A Portfolio
with a higher rate of portfolio turnover will generally incur higher transaction
costs.  The  portfolio  turnover  rate  for  each  of the  following  Portfolios
generally is not expected to exceed the indicated  rate:  PIMCO  Short-Term Bond
Portfolio - 100%;  PIMCO Low Duration  Bond  Portfolio - 250%;  PIMCO High Yield
Bond Portfolio - 75%;  PIMCO Total Return Bond  Portfolio - 175%;  PIMCO Foreign
Bond  Portfolio - 1000%;  PIMCO Global Bond  Portfolio - 1000%;  PIMCO  Emerging
Markets Bond Portfolio - 1000%;  PIMCO StocksPLUS  Growth and Income Portfolio -
100%; and PIMCO Strategic Balanced Portfolio - 100%.

     The  portfolio  turnover  rate of a Portfolio is calculated by dividing (a)
the lesser of  purchases  or sales of portfolio  securities  for the  particular
fiscal year by (b) the monthly average of the value of the portfolio  securities
owned by the Portfolio  during the particular  fiscal year. In  calculating  the
rate  of  portfolio  turnover,  there  is  excluded  from  both  (a) and (b) all
securities,  including options, whose maturities or expiration dates at the time
of acquisition were one year or less.  Proceeds from short sales and assets used
to cover short  positions  undertaken  are included in the amounts of securities
sold and purchased, respectively, during the year.

                                 NET ASSET VALUE

     The net asset value per share of each Portfolio will be determined  once on
each day that the New York Stock  Exchange  (the  "Exchange")  is open as of the
close of regular trading on the Exchange (ordinarily at 4:00 p.m. Eastern time.)
Net asset value will not be  determined on the  following  holidays:  New Year's
Day, Martin Luther King, Jr. Day,  President's  Day, Good Friday,  Memorial Day,
Independence  Day, Labor Day,  Thanksgiving  Day, and Christmas Day.  Portfolios
that invest in securities  traded in foreign  securities  markets may trade such
securities  on days when the  Exchange is not open,  and the net asset value per
share of these  Portfolios may be affected  significantly on days when investors
do not have access to the Portfolios.

<PAGE>

     The net asset value per share of each  Portfolio is  determined by dividing
the total market value of a Portfolio's  portfolio  investments and other assets
attributable  to that  class,  less  any  liabilities,  by the  number  of total
outstanding shares of that class. Net asset value will not be determined on days
on which the Exchange is closed.

     For all Portfolios other than the PIMCO Money Market  Portfolio,  portfolio
securities and other assets for which market  quotations  are readily  available
are stated at market  value.  Market  value is  determined  on the basis of last
reported  sales  prices,  or if no sales are  reported,  as is the case for most
securities traded over-the- counter, at the mean between  representative bid and
asked quotations  obtained from a quotation reporting system or from established
market makers.  Fixed income  securities,  including those to be purchased under
firm commitment  agreements (other than obligations having a maturity of 60 days
or less),  are normally valued on the basis of quotations  obtained from brokers
and dealers or pricing  services,  which take into account  appropriate  factors
such as  institutional-sized  trading in similar  groups of  securities,  yield,
quality,  coupon rate,  maturity,  type of issue, trading  characteristics,  and
other market data.

     Quotations of foreign  securities in foreign currency are converted to U.S.
dollar equivalents using foreign exchange  quotations  received from independent
dealers.  Short-term investments having a maturity of 60 days or less are valued
at amortized cost, when the Board of Trustees  determines that amortized cost is
their fair  value.  Certain  fixed  income  securities  for which  daily  market
quotations  are not readily  available  may be valued,  pursuant  to  guidelines
established by the Board of Trustees,  with reference to fixed income securities
whose prices are more readily  obtainable and whose  durations are comparable to
the  securities  being valued.  Subject to the foregoing,  other  securities for
which market  quotations  are not readily  available are valued at fair value as
determined in good faith by the Board of Trustees.

     The  PIMCO  Money  Market  Portfolio's  securities  are  valued  using  the
amortized cost method of valuation.  This involves valuing a security at cost on
the date of  acquisition  and  thereafter  assuming  a constant  accretion  of a
discount or amortization  of a premium to maturity,  regardless of the impact of
fluctuating  interest  rates on the market value of the  instrument.  While this
method  provides  certainty in valuation,  it may result in periods during which
value,  as determined  by amortized  cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument. During such periods the yield
to  investors  in the  Portfolio  may differ  somewhat  from that  obtained in a
similar  investment  company which uses available market quotations to value all
of its portfolio securities.

     The SEC's regulations require the PIMCO Money Market Portfolio to adhere to
certain conditions.  The Trustees,  as part of their  responsibility  within the
overall  duty of care  owed  to the  shareholders,  are  required  to  establish
procedures  reasonably  designed,  taking into account current market conditions
and the Portfolio's  investment objective,  to stabilize the net asset value per
share as computed for the purpose of  distribution  and  redemption at $1.00 per
share. The Trustees'  procedures include a requirement to periodically  monitor,
as  appropriate  and at such  intervals  as are  reasonable  in light of current
market conditions,  the relationship  between the amortized cost value per share
and the net asset value per share  based upon  available  indications  of market
value.  The Trustees will  consider  what steps should be taken,  if any, in the
event of a difference  of more than 1/2 of 1% between the two. The Trustees will
take such steps as they  consider  appropriate,  (e.g.,  selling  securities  to
shorten the average  portfolio  maturity) to minimize  any material  dilution or
other unfair  results  which might arise from  differences  between the two. The
Portfolio  also is  required  to maintain a  dollar-weighted  average  portfolio
maturity of 90 days or less,  to limit its  investments  to  instruments  having
remaining  maturities  of 397 days or less  (except  securities  held subject to
repurchase  agreements  having 397 days or less  maturity) and to invest only in
securities  determined by the Adviser under procedures  established by the Board
of Trustees to be of high quality with minimal credit risks.
<PAGE>

                                    TAXATION

     The following discussion is general in nature and should not be regarded as
an exhaustive  presentation of all possible tax ramifications.  All shareholders
should  consult  a  qualified  tax  adviser  regarding  their  investment  in  a
Portfolio.

     Each  Portfolio  intends to qualify  annually  and elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the  "Code").  To qualify as a regulated  investment  company,  each  Portfolio
generally must, among other things, (a) derive in each taxable year at least 90%
of  its  gross  income  from  dividends,  interest,  payments  with  respect  to
securities  loans,  and  gains  from  the sale or other  disposition  of  stock,
securities or foreign  currencies,  or other income  derived with respect to its
business of  investing  in such stock,  securities  or  currencies  ("Qualifying
Income Test"); (b) diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the market value of the Portfolio's assets
is  represented by cash,  U.S.  Government  securities,  the securities of other
regulated investment companies and other securities,  with such other securities
of any one issuer limited for the purposes of this  calculation to an amount not
greater  than 5% of the value of the  Portfolio's  total  assets  and 10% of the
outstanding  voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government  securities or the securities of other regulated investment
companies);  and (c) distribute at least 90% of its investment  company  taxable
income (which includes  dividends,  interest and net short-term capital gains in
excess of any net  long-term  capital  losses) each taxable  year.  The Treasury
Department  is  authorized  to  promulgate  regulations  under  which gains from
foreign  currencies  (and  options,  futures,  and forward  contracts on foreign
currency)  would  constitute  qualifying  income for purposes of the  Qualifying
Income Test only if such gains are directly relating to investing in securities.
To date, such regulations have not been issued.

     As a  regulated  investment  company,  a  Portfolio  generally  will not be
subject to U.S. federal income tax on its investment  company taxable income and
net capital gains (any net  long-term  capital gains in excess of the sum of net
short-term  capital  losses  and  capital  loss  carryovers  from  prior  years)
designated  by the  Portfolio  as  capital  gain  dividends,  if  any,  that  it
distributes  to  shareholders  on a timely  basis.  Each  Portfolio  intends  to
distribute to its  shareholders,  at least  annually,  substantially  all of its
investment  company  taxable  income and any net  capital  gains.  In  addition,
amounts not  distributed  by a Portfolio on a timely basis in accordance  with a
calendar year distribution  requirement are subject to a nondeductible 4% excise
tax. To avoid the tax, a Portfolio must distribute  during each calendar year an
amount equal to the sum of (1) at least 98% of its  ordinary  income (not taking
into account any capital  gains or losses) for the calendar  year,  (2) at least
98% of its capital  gains in excess of its  capital  losses  (and  adjusted  for
certain ordinary losses) for the twelve month period ending on October 31 of the
calendar year, and (3) all ordinary  income and capital gains for previous years
that were not distributed  during such years. A distribution  will be treated as
paid on December  31 of the  calendar  year if it is declared by a Portfolio  in
October,  November, or December of that year to shareholders of record on a date
in such a month and paid by the Portfolio  during January of the following year.
Such distributions will be taxable to shareholders (other than those not subject
to federal  income  tax) in the  calendar  year in which the  distributions  are
declared, rather than the calendar year in which the distributions are received.
To avoid  application  of the excise  tax,  each  Portfolio  intends to make its
distributions in accordance with the calendar year distribution requirement.

     To comply with regulations under section 817(h) of the Code, each Portfolio
is  required to  diversify  its  investments.  Generally,  a  Portfolio  will be
required to diversify its investments so that on the last day of each quarter of
a calendar year no more than 55% of the value of its total assets is represented
by any one investment,  no more than 70% is represented by any two  investments,
no more than 80% is represented by any three  investments,  and no more than 90%
is represented by any four investments.  For this purpose, securities of a given
issuer generally are treated as one investment,  but each U.S. Government agency
and  instrumentality  is treated  as a separate  issuer.  Any  security  issued,
guaranteed,  or insured (to the extent so  guaranteed or insured) by the U.S. or
an agency or  instrumentality of the U.S. is treated as a security issued by the
U.S. Government or its agency or instrumentality, whichever is applicable.
<PAGE>

     The Treasury Department announced that it would issue future regulations or
rulings  addressing  the  circumstances  in which a  variable  contract  owner's
control of the investments of the separate account may cause the contract owner,
rather than the insurance company, to be treated as the owner of the assets held
by the separate  account.  If the contract  owner is considered the owner of the
securities  underlying the separate account,  income and gains produced by those
securities would be included  currently in the contract owner's gross income. It
is not known what standards will be set forth in the regulations or rulings.

     In the  event  that  rules or  regulations  are  adopted,  there  can be no
assurance that the Portfolios will be able to operate as currently described, or
that the  Trust  will  not have to  change  one or more  Portfolio's  investment
objective or investment policies. While each Portfolio's investment objective is
fundamental  and may be changed only by a vote of a majority of its  outstanding
shares,  the investment  policies of a Portfolio may be modified as necessary to
prevent  any such  prospective  rules  and  regulations  from  causing  Variable
Contract  Owners  to be  considered  the  owners of the  shares  of a  Portfolio
underlying the Separate Accounts.

Distributions

     Dividends paid out of a Portfolio's  investment company taxable income will
be  treated  as  ordinary  income  for  tax  purposes  in  the  hands  of a U.S.
shareholder (such as a Separate Account).  Distributions  received by tax-exempt
shareholders  will not be subject to federal income tax to the extent  permitted
under applicable tax law.

     A portion of the dividends paid by the PIMCO  StocksPLUS  Growth and Income
Portfolio may qualify for the deduction for dividends  received by corporations.
Dividends paid by the other Portfolios generally are not expected to qualify for
the  deduction  for  dividends   received  by  corporations,   although  certain
distributions   from  the  PIMCO  High  Yield  Bond   Portfolio   may   qualify.
Distributions  of  net  capital  gains,  if  any,  designated  as  capital  gain
dividends,  are taxable as long-term  capital gains,  regardless of how long the
shareholder has held a Portfolio's shares and are not eligible for the dividends
received deduction. Any distributions that are not from a Portfolio's investment
company taxable income or net realized  capital gains may be  characterized as a
return of capital to shareholders or, in some cases, as capital gain.

Sales of Shares

     Upon the disposition of shares of a Portfolio (whether by redemption,  sale
or exchange),  a shareholder (such as a Separate Account) will realize a gain or
loss.  Such gain or loss will be capital  gain or loss if the shares are capital
assets in the shareholder's hands, and will be long-term or short-term generally
depending  upon  the  shareholder's  holding  period  for the  shares.  Any loss
realized on a disposition  will be disallowed to the extent the shares  disposed
of are replaced  within a period of 61 days  beginning 30 days before and ending
30 days  after the  shares  are  disposed  of. In such a case,  the basis of the
shares  acquired  will be  adjusted  to reflect the  disallowed  loss.  Any loss
realized by a shareholder on a disposition of shares held by the shareholder for
six months or less will be treated as a long-term  capital loss to the extent of
any  distributions  of capital gain dividends  received by the shareholder  with
respect to such shares.

Options, Futures and Forward Contracts, and Swap Agreements

     Some  of the  options,  futures  contracts,  forward  contracts,  and  swap
agreements used by the Portfolios may be "section 1256  contracts." Any gains or
losses on section 1256 contracts are generally  considered 60% long-term and 40%
short-term  capital gains or losses ("60/40")  although certain foreign currency
gains and losses from such  contracts  may be treated as ordinary in  character.
Also, section 1256 contracts held by a Portfolio at the end of each taxable year
(and,  for purposes of the 4% excise tax, on certain  other dates as  prescribed
under the Code) are "marked to market" with the result that unrealized  gains or
losses are treated as though they were realized and the  resulting  gain or loss
is treated as ordinary or 60/40 gain or loss.
<PAGE>

     Generally,  the hedging  transactions  and certain  other  transactions  in
options,  futures and forward contracts undertaken by a Portfolio, may result in
"straddles" for U.S.  federal income tax purposes.  In some cases,  the straddle
rules also could apply in connection  with swap  agreements.  The straddle rules
may affect the  character  of gains (or  losses)  realized  by a  Portfolio.  In
addition,  losses  realized  by a  Portfolio  on  positions  that  are part of a
straddle may be deferred under the straddle rules,  rather than being taken into
account in  calculating  the taxable  income for the taxable  year in which such
losses are realized.  Because only a few regulations  implementing  the straddle
rules have been  promulgated,  the tax  consequences of transactions in options,
futures,  forward contracts, and swap agreements to a Portfolio are not entirely
clear.  The  transactions  may  increase the amount of  short-term  capital gain
realized by a Portfolio  which is taxed as ordinary  income when  distributed to
shareholders.

     A Portfolio may make one or more of the elections  available under the Code
which are  applicable to straddles.  If a Portfolio  makes any of the elections,
the amount,  character and timing of the recognition of gains or losses from the
affected  straddle  positions will be determined under rules that vary according
to the  election(s)  made. The rules  applicable  under certain of the elections
operate to  accelerate  the  recognition  of gains or losses  from the  affected
straddle positions.

     Because application of the straddle rules may affect the character of gains
or losses,  defer losses and/or  accelerate  the  recognition of gains or losses
from the affected  straddle  positions,  the amount which must be distributed to
shareholders,  and which will be taxed to  shareholders  as  ordinary  income or
long-term capital gain, may be increased or decreased  substantially as compared
to a portfolio that did not engage in such hedging transactions.

     Rules  governing  the tax aspects of swap  agreements  are in a  developing
stage and are not entirely  clear in certain  respects.  Accordingly,  while the
Portfolios  intend to account for such  transactions in a manner they deem to be
appropriate, the Internal Revenue Service might not accept such treatment. If it
did not, the status of a Portfolio as a regulated  investment  company  might be
affected.  The Trust  intends to  monitor  developments  in this  area.  Certain
requirements that must be met under the Code in order for a Portfolio to qualify
as a regulated investment company may limit the extent to which a Portfolio will
be able to engage in swap agreements.

Short Sales

     Certain  Portfolios  may make short  sales of  securities.  Short sales may
increase the amount of short-term capital gain realized by a Portfolio, which is
taxed as ordinary income when distributed to shareholders.

Passive Foreign Investment Companies

     Certain  Portfolios may invest in the stock of foreign  corporations  which
may be  classified  under  the  Code as  passive  foreign  investment  companies
("PFICs").  In general,  a foreign  corporation  is  classified  as a PFIC for a
taxable  year if at least  one-half  of its  assets  constitute  investment-type
assets  or 75% or more of its  gross  income  is  investment-type  income.  If a
Portfolio receives a so-called "excess distribution" with respect to PFIC stock,
the  Portfolio  itself  may  be  subject  to  tax on a  portion  of  the  excess
distribution,  whether or not the  corresponding  income is  distributed  by the
Portfolio  to  stockholders.  In  general,  under  the  PFIC  rules,  an  excess
distribution  is treated as having been realized  ratably over the period during
which the Portfolio held the PFIC stock.  A Portfolio  itself will be subject to
tax on the portion,  if any, of an excess  distribution  that is so allocated to
prior taxable  years and an interest  factor will be added to the tax, as if the
tax had been payable in such prior taxable years.  Certain  distributions from a
PFIC as well as  gain  from  the  sale of  PFIC  stock  are  treated  as  excess
distributions.  Excess  distributions  are characterized as ordinary income even
though, absent application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
<PAGE>

     A Portfolio may be eligible to elect alternative tax treatment with respect
to  PFIC  stock.   Under  an  election  that  currently  is  available  in  some
circumstances,  a Portfolio  generally would be required to include in its gross
income its share of the  earnings of a PFIC on a current  basis,  regardless  of
whether  distributions  are  received  from  the PFIC in a given  year.  If this
election were made, the special rules, discussed above, relating to the taxation
of excess distributions,  would not apply. In addition,  another election may be
available that would involve marking to market a Portfolio's  PFIC shares at the
end of each taxable year (and on certain  other dates  prescribed  in the Code),
with the result that unrealized  gains are treated as though they were realized.
If this  election  were made,  tax at the  Portfolio  level under the PFIC rules
would   generally  be   eliminated,   but  the  Portfolio   could,   in  limited
circumstances,  incur nondeductible interest charges. A Portfolio's intention to
qualify annually as a regulated  investment company may limit its elections with
respect to PFIC shares.

     Because the  application of the PFIC rules may affect,  among other things,
the  character  of gains and the  amount  of gain or loss and the  timing of the
recognition  of income with respect to PFIC shares,  and may subject a Portfolio
itself to tax on  certain  income  from PFIC  shares,  the  amount  that must be
distributed to shareholders and will be taxed to shareholders as ordinary income
or  long-term  capital  gain may be  increased  or  decreased  substantially  as
compared to a portfolio that did not invest in PFIC shares.

Foreign Currency Transactions

     Under the Code,  gains or losses  attributable  to fluctuations in exchange
rates  which  occur  between  the  time a  Portfolio  accrues  income  or  other
receivables or accrues  expenses or other  liabilities  denominated in a foreign
currency and the time the Portfolio  actually  collects such receivables or pays
such liabilities generally are treated as ordinary income or loss. Similarly, on
disposition  of  debt  securities  denominated  in a  foreign  currency  and  on
disposition  of  certain  other  instruments,  gains or losses  attributable  to
fluctuations  in  the  value  of  the  foreign  currency  between  the  date  of
acquisition  of the  security or contract and the date of  disposition  also are
treated as ordinary gain or loss. These gains and losses,  referred to under the
Code as "section 988" gains or losses,  may increase or decrease the amount of a
Portfolio's   investment  company  taxable  income  to  be  distributed  to  its
shareholders as ordinary income.

Foreign Taxation

     Income received by the Portfolios from sources within foreign countries may
be  subject to  withholding  and other  taxes  imposed  by such  countries.  Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  In  addition,  the  Adviser  intends to manage the  Portfolios  with the
intention of minimizing  foreign taxation in cases where it is deemed prudent to
do so. If more than 50% of the value of the PIMCO Foreign  Bond,  Global Bond or
Emerging  Markets Bond  Portfolios'  total assets at the close of their  taxable
year consists of  securities of foreign  corporations,  such  Portfolio  will be
eligible to elect to "pass-through"  to the Portfolio's  shareholders the amount
of foreign income and similar taxes paid by the  Portfolio.  If this election is
made,  a  shareholder  generally  subject to tax will be  required to include in
gross income (in addition to taxable dividends  actually  received) his pro rata
share of the foreign taxes paid by the Portfolio,  and may be entitled either to
deduct (as an itemized  deduction) his or her pro rata share of foreign taxes in
computing his taxable income or to use it (subject to  limitations) as a foreign
tax credit against his or her U.S.  federal  income tax liability.  No deduction
for  foreign  taxes  may be  claimed  by a  shareholder  who  does  not  itemize
deductions.  Each shareholder will be notified within 60 days after the close of
the  Portfolio's  taxable year whether the foreign  taxes paid by the  Portfolio
will "pass-through" for that year.

     Generally,  a credit for foreign taxes is subject to the limitation that it
may not exceed  the  shareholder's  U.S.  tax  attributable  to his or her total
foreign source taxable income. For this purpose, if the pass-through election is
made, the source of the PIMCO Foreign Bond, Global Bond or Emerging Markets Bond
Portfolios'  income will flow through to shareholders of the Trust. With respect
to such Portfolios, gains from the sale of securities will be treated as derived
from U.S. sources and certain currency fluctuation gains,  including fluctuation
gains  from  foreign  currency-denominated  debt  securities,   receivables  and
payables  will be treated as ordinary  income  derived  from U.S.  sources.  The
limitation  on the foreign tax credit is applied  separately  to foreign  source
passive income, and to certain other types of income. Shareholders may be unable
to  claim a credit  for the full  amount  of  their  proportionate  share of the
foreign  taxes  paid by the  Portfolio.  The  foreign  tax credit can be used to
offset only 90% of the revised  alternative  minimum tax imposed on corporations
and  individuals  and foreign taxes  generally  are not  deductible in computing
alternative minimum taxable income.
<PAGE>

Original Issue Discount

     Some of the debt  securities  (with a fixed  maturity date of more than one
year from the date of  issuance)  that may be  acquired  by a  Portfolio  may be
treated as debt securities that are issued originally at a discount.  Generally,
the amount of the original issue discount  ("OID") is treated as interest income
and is  included  in  income  over the term of the debt  security,  even  though
payment of that amount is not received until a later time, usually when the debt
security  matures.  A portion of the OID  includable  in income with  respect to
certain  high-yield  corporate debt  securities may be treated as a dividend for
Federal income tax purposes.

     Some of the debt  securities  (with a fixed  maturity date of more than one
year from the date of  issuance)  that may be  acquired  by a  Portfolio  in the
secondary market may be treated as having market discount.  Generally,  any gain
recognized  on the  disposition  of, and any partial  payment of principal on, a
debt security having market discount is treated as ordinary income to the extent
the gain, or principal payment, does not exceed the "accrued market discount" on
such  debt  security.   Market  discount   generally   accrues  in  equal  daily
installments.  A Portfolio may make one or more of the  elections  applicable to
debt  securities  having market  discount,  which could affect the character and
timing of recognition of income

     Some debt  securities  (with a fixed maturity date of one year or less from
the date of  issuance)  that may be acquired  by a  Portfolio  may be treated as
having  acquisition  discount,  or OID in the  case  of  certain  types  of debt
securities. Generally, the Portfolio will be required to include the acquisition
discount,  or OID,  in income  over the term of the debt  security,  even though
payment of that amount is not received until a later time, usually when the debt
security matures. The Portfolio may make one or more of the elections applicable
to debt securities having acquisition  discount,  or OID, which could affect the
character and timing of recognition of income.

     A  Portfolio  generally  will  be  required  to  distribute   dividends  to
shareholders   representing  discount  on  debt  securities  that  is  currently
includable  in income,  even though cash  representing  such income may not have
been received by the Portfolio.  Cash to pay such dividends may be obtained from
sales proceeds of securities held by the Portfolio.

Inflation-Indexed Bonds

     Coupon payments received by a Portfolio from  inflation-indexed  bonds will
be  includable  in the  Portfolio's  gross  income in the  period in which  they
accrue.  Periodic  adjustments  for  inflation in the  principal  value of these
securities also may give rise to original issue discount,  which, likewise, will
be includable in the Portfolio's gross income on a current basis,  regardless of
whether the  Portfolio  receives  any cash  payments.  Amounts  includable  in a
Portfolio's   gross   income   become   subject  to   tax-related   distribution
requirements.   Accordingly,   a  Portfolio  may  be  required  to  make  annual
distributions  to  shareholders in excess of the cash received in a given period
from these investments.  As a result, the Portfolio may be required to liquidate
certain  investments  at a time  when it is not  advantageous  to do so.  If the
principal value of an inflation-indexed  bond is adjusted downward in any period
as a result of  deflation,  the reduction may be treated as a loss to the extent
the reduction exceeds coupon payments received in that period; in that case, the
amount  distributable  by the Portfolio  may be reduced and amounts  distributed
previously in the taxable year may be characterized  in some  circumstances as a
return of capital.
<PAGE>

Other Taxation

     Distributions  also may be subject to additional  state,  local and foreign
taxes, depending on each shareholder's  particular situation.  Under the laws of
various states, distributions of investment company taxable income generally are
taxable  to  shareholders  even  though  all or a  substantial  portion  of such
distributions may be derived from interest on certain federal obligations which,
if the interest  were  received  directly by a resident of such state,  would be
exempt from such state's income tax ("qualifying federal obligations"). However,
some states may exempt all or a portion of such distributions from income tax to
the extent the shareholder is able to establish that the distribution is derived
from qualifying federal  obligations.  Moreover,  for state income tax purposes,
interest on some  federal  obligations  generally  is not exempt from  taxation,
whether  received  directly  by  a  shareholder  or  through   distributions  of
investment  company taxable income (for example,  interest on FNMA  Certificates
and GNMA  Certificates).  Each  Portfolio will provide  information  annually to
shareholders  indicating  the amount and  percentage of a  Portfolio's  dividend
distribution which is attributable to interest on federal obligations,  and will
indicate  to the extent  possible  from what types of federal  obligations  such
dividends are derived.

                                OTHER INFORMATION

Capitalization

     The Trust is a Delaware business trust established under a Trust Instrument
dated October 3, 1997. The  capitalization  of the Trust  consists  solely of an
unlimited  number of shares of  beneficial  interest  with a par value of $0.001
each.  The Board of Trustees may  establish  additional  series (with  different
investment  objectives  and  fundamental  policies)  at any time in the  future.
Establishment and offering of additional series will not alter the rights of the
Trust's  shareholders.  When  issued,  shares  are fully  paid,  non-assessable,
redeemable  and freely  transferable.  Shares do not have  preemptive  rights or
subscription rights. In liquidation of a Portfolio, each shareholder is entitled
to receive his pro rata share of the net assets of that Portfolio.

     Expenses  incurred by the Trust in connection with its organization and the
public  offering of its shares will be deferred and amortized on a straight line
basis  over a  period  not  less  than  five  years.  Expenses  incurred  in the
organization  of  subsequently  offered  Portfolios  will be  charged  to  those
Portfolios and will be amortized on a straight line basis over a period not less
than five years.

     Under  Delaware  law,  shareholders  are  not  personally  liable  for  the
obligations of the Trust. In addition,  the Trust Instrument disclaims liability
of the  shareholders,  Trustees or officers of the Trust for acts or obligations
of the Trust,  which are binding  only on the assets and  property of the Trust,
and  requires  that  notice  of the  disclaimer  be  given in each  contract  or
obligation  entered  into or  executed by the Trust or the  Trustees.  The Trust
Instrument also provides for  indemnification out of Trust property for all loss
and expense of any shareholder held personally liable for the obligations of the
Trust. However, there is no certainty that the limited liability of shareholders
of a Delaware  business trust will be recognized in every state.  Even in such a
circumstance,  the risk of a shareholder  incurring financial loss on account of
shareholder liability would be limited to circumstances in which the contractual
disclaimer against  shareholder  liability is inoperative or the Trust itself is
unable to meet its obligations, and thus should be considered remote.

Performance Information

     Each Portfolio may, from time to time,  include  information  regarding its
performance  in   advertisements  or  reports  to  shareholders  or  prospective
investors.  Performance information for the Portfolios will not be advertised or
included  in sales  literature  unless  accompanied  by  comparable  performance
information for a separate account to which the Portfolios offer their shares.
<PAGE>

     The Trust may, from time to time,  include the yield and effective yield of
the PIMCO Money Market Portfolio,  and the yield and total return for all of the
Portfolios,   computed  in   accordance   with   SEC-prescribed   formulas,   in
advertisements  or  reports  to  shareholders,  prospective  investors  or other
appropriate parties.  Current yield for the PIMCO Money Market Portfolio will be
based on the  change  in the  value of  hypothetical  investment  (exclusive  of
capital  changes)  over a  particular  7-day  period  less a  pro-rata  share of
Portfolio expenses accrued over that period (the "base period"), and stated as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" for the PIMCO Money Market Portfolio assumes that all
dividends received during an annual period have been reinvested.  Calculation of
"effective  yield"  begins  with  the  same  "base  period  return"  used in the
calculation of yield,  which is then  annualized to reflect  weekly  compounding
pursuant to the following formula:

            Effective Yield = [(Base Period Return +1)365/7] - 1

     Quotations  of  yield  for the  remaining  Portfolios  will be based on all
investment  income per share (as defined by the SEC) during a particular  30-day
(or one month) period (including dividends and interest),  less expenses accrued
during the period ("net  investment  income"),  and are computed by dividing net
investment income by the maximum offering price per share on the last day of the
period, according to the following formula:

             YIELD = 2[( a-b + 1)6-1]
                       cd

           where  a = dividends and interest earned during the period,

                  b = expenses accrued for the period (net of reimbursements),

                  c = the average daily number of shares  outstanding during
                      the period that were entitled to receive dividends, and

                  d = the  maximum  offering  price per share on the last day of
                      the period.

     Quotations of average annual total return for a Portfolio will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment in the  Portfolio  over periods of one, five and ten years (up to the
life of the Portfolio), calculated pursuant to the following formula: P (1 + T)n
= ERV (where P = a  hypothetical  initial  payment of  $1,000,  T = the  average
annual total return,  n = the number of years,  and ERV = the ending  redeemable
value of a  hypothetical  $1,000  payment made at the  beginning of the period).
Except  as  noted  below,  all  total  return  figures  reflect,  to the  extent
applicable,  the deduction of a proportional  share of Portfolio  expenses on an
annual basis,  and assume that all dividends and  distributions  are  reinvested
when paid. The Portfolios also may, with respect to certain periods of less than
one year, provide total return information for that period that is unannualized.
Quotations  of total  return  may  also be shown  for  other  periods.  Any such
information would be accompanied by standardized total return information. Total
return is measured by comparing  the value of an  investment in the Portfolio at
the beginning of the relevant  period to the redemption  value of the investment
in the Portfolio at the end of the period  (assuming  immediate  reinvestment of
any dividends or capital gains distributions at net asset value). The Portfolios
may advertise total return using  alternative  methods that reflect all elements
of  return,  but that may be  adjusted  to  reflect  the  cumulative  impact  of
alternative fee and expense structures, such as the currently effective advisory
and administrative fees for the Portfolios.
<PAGE>

     Current  distribution   information  for  a  Portfolio  will  be  based  on
distributions for a specified period (i.e.,  total dividends from net investment
income),  divided by Portfolio  net asset value per share on the last day of the
period and annualized according to the following formula:

                  DIVIDEND YIELD = (((a/b)*365)/c)

     where a =  actual dividends distributed for the calendar month in question,

           b =  number of days of dividend declaration in the month in question,
                 and

           c =  net asset value (NAV)  calculated on the last business day
                 of the month in question.

     The  rate  of  current   distributions  does  not  reflect  deductions  for
unrealized  losses from  transactions in derivative  instruments such as options
and futures,  which may reduce total return.  Current  distribution rates differ
from  standardized  yield  rates in that they  represent  what a  Portfolio  has
declared and paid to  shareholders  as of the end of a specified  period  rather
than  the  Portfolio's  actual  net  investment  income  for that  same  period.
Distribution rates will exclude net realized  short-term capital gains. The rate
of current  distributions  for a Portfolio should be evaluated in light of these
differences  and in light of the Portfolio's  total return  figures,  which will
always accompany any calculation of the rate of current distributions.

     Performance  information  for a  Portfolio  may also be compared to various
unmanaged  indexes,  such as the  Standard & Poor's 500  Composite  Stock  Price
Index,  the Dow Jones  Industrial  Average,  the Lehman Brothers  Aggregate Bond
Index, the Lehman Brothers Mortgage-Backed Securities Index, the Merrill Lynch 1
to 3 Year Treasury  Index,  the Lehman  Intermediate  and 20+ Year Treasury Bond
Index, the Lehman BB Intermediate  Corporate  Index,  indexes prepared by Lipper
Analytical  Services,  the J.P.  Morgan Global Index,  the J.P.  Morgan Emerging
Markets Bond Index Plus, the Salomon Brothers World Government Bond Index-10 Non
U.S.-Dollar  Hedged and the J.P.  Morgan  Government  Bond Index Non U.S.-Dollar
Hedged.  Unmanaged  indexes (i.e.,  other than Lipper)  generally do not reflect
deductions  for  administrative  and  management  costs and expenses.  PIMCO may
report  to  shareholders  or to the  public  in  advertisements  concerning  the
performance  of PIMCO as  adviser to  clients  other  than the Trust,  or on the
comparative  performance  or  standing  of PIMCO  in  relation  to  other  money
managers. PIMCO also may provide current or prospective private account clients,
in connection  with  standardized  performance  information  for the Portfolios,
performance  information  for the Portfolios  gross of fees and expenses for the
purpose of assisting such clients in evaluating similar performance  information
provided by other investment managers or institutions.  Comparative  information
may  be  compiled  or  provided  by  independent  ratings  services  or by  news
organizations. Any performance information, whether related to the Portfolios or
to the Adviser,  should be  considered  in light of the  Portfolios'  investment
objectives and policies,  characteristics and quality of the Portfolios, and the
market conditions during the time period indicated, and should not be considered
to be representative of what may be achieved in the future.

     Performance  information for a Portfolio will not take into account charges
or  deductions   against  a  Separate  Account  or  Variable  Contract  specific
deductions for cost of insurance charges,  premium loads,  administrative  fees,
maintenance fees,  premium taxes,  mortality and expense risk charges,  or other
charges that may be incurred  under a Variable  Contract for which the Portfolio
serves as an underlying investment vehicle. A Portfolio's performance should not
be compared with the performance of mutual funds that sell their shares directly
to the public  since the  figures  provided  do not  reflect  charges  against a
Separate Account or the Variable Contracts.

     The  Trust  may  also  include  in  its  advertisements  or in  reports  to
shareholder,  prospective  investors or other  appropriate  parties  performance
information  regarding  certain  series (the  "Funds") of PIMCO  Funds:  Pacific
Investment   Management   Series  (the  "PIMCO  Funds")  which  have  investment
objectives,  policies and strategies  substantially  the same as a corresponding
Portfolio of the Trust. In addition, the current Portfolio Manager for each Fund
is the same as the  Portfolio  Manager for the  corresponding  Portfolio  of the
Trust. The methods  discussed above with regard to calculating the yield,  total
return and distribution  rates for the Portfolios will also be used to calculate
the same  information for the Funds,  although  performance  information for the
Funds will reflect the  deduction of sales loads and other  charges to which the
Funds are  subject.  The  following  table  shows  which Fund of the PIMCO Funds
corresponds to each Portfolio of the Trust:
<PAGE>

Portfolio                                         Fund
- ---------                                         ----
Money Market Portfolio                            Money Market Fund
Short-Term Bond Portfolio                         Short-Term Fund
Low Duration Bond Portfolio                       Low Duration Fund
High Yield Bond Portfolio                         High Yield Fund
Total Return Bond Portfolio                       Total Return Fund
Foreign Bond Portfolio                            Foreign Bond Fund
Global Bond Portfolio                             Global Bond Fund
Emerging Markets Bond Portfolio                   Emerging Markets Bond Fund
StocksPLUS Growth and Income Portfolio            StocksPLUS Fund
Strategic Balanced Portfolio                      Strategic Balanced Fund

     In accordance with methods  approved by the SEC in various  pronouncements,
total  return  presentations  for  periods  prior  to the  inception  date  of a
particular  class of a Fund are based on the historical  performance of an older
class of the Fund  (specified  below)  restated  to reflect  the  current  sales
charges (if any) of the newer class,  but not  reflecting  any higher  operating
expenses such as 12b-1 distribution and servicing fees and  administration  fees
associated  with the newer class.  All other  things  being  equal,  such higher
expenses  would have  adversely  affected  (i.e.,  reduced) total return for the
newer classes by the amount of such higher expenses compounded over the relevant
periods.

     The yield of the PIMCO  Money  Market  Fund for the seven day period  ended
June 30, 1997 was as follows:  Institutional Class - 5.27%, Administrative Class
- - 5.02%,  Class A - 5.00%,  Class B - 4.17% and Class C - 5.03%.  The  effective
yield of the PIMCO  Money  Market  Fund for the seven day period  ended June 30,
1997 was as follows:  Institutional Class - 5.41%, Administrative Class - 5.15%,
Class A - 5.13%, Class B - 4.26% and Class C - 5.16%.


         For the one month period  ended June 30,  1997,  the yield of the Funds
was as follows (all numbers are annualized):

                                                 Yield for Period
                                                Ended June 30, 1997


<TABLE>
<S>                                         <C>                   <C>                      <C>        <C>     <C>
                                            Institutional         Administrative
Fund                                          Class                  Class                  A          B       C


Money Market Fund                                 5.29%                    5.04%            4.98%     4.15%     5.03%
Short-Term Fund                                   5.98%                    5.63%            5.56%     4.81%     5.23%
Low Duration Fund                                 5.99%                    5.73%            5.34%     4.76%     5.01%
High Yield Fund                                   8.04%                    7.78%            7.62%     6.86%     6.87%
Total Return Fund                                 6.22%                    5.97%            5.74%     4.99%    5.00%1
Foreign Bond Fund                                 5.96%                    5.69%            5.49%     4.72%     4.71%
Global Bond Fund                                  6.07%                    5.81%              N/A       N/A       N/A
StocksPLUS Fund                                   5.51%                    5.27%            5.04%     4.50%     4.68%
Strategic Balanced Fund                           5.92%                      N/A              N/A       N/A       N/A

</TABLE>

     The table below sets forth the average annual total return of each class of
shares of the  following  Funds for the periods  ended June 30,  1997.  As noted
below,  total return  presentations for periods prior to the inception date of a
particular class are based on the historical  performance of Institutional Class
shares  restated  to reflect  the  current  sales  charges (if any) of the newer
class,  but  not  reflecting  any  higher  operating   expenses  such  as  12b-1
distribution  and  servicing  fees,  which are paid by all  classes  except  the
Institutional  Class (at a  maximum  rate of 1.00% per  annum),  and the  higher
administration fee charges associated with Class A, Class B, and Class C shares.
All other things being equal, such higher expenses would have adversely affected
(i.e.,  reduced)  total return for the newer classes by the amount of the higher
expenses, compounded over the relevant period.
<PAGE>

<TABLE>
<S>                     <C>       <C>                                    <C>                <C>              <C>

                                   Total Return for Periods Ended June 30, 1997

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============
                                                                          Since Inception
                                                                           of Portfolio       Inception        Inception
                                                                           (Annualized)        Date of          Date of
         Fund                 Class            1 Year        5 Years                          Portfolio          Class
  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Money Market          Institutional              5.23%         4.43%         4.54%         03/01/91        03/01/91
                        Administrative             4.97%         4.32%         4.45%                         01/25/95
                        Class A                    5.08%         4.41%         4.53%                         01/20/97
                        Class B                  (0.32%)         3.99%         4.46%                         01/20/97
                        Class C                    4.11%         4.41%         4.53%                         01/20/97

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Short-Term            Institutional              7.55%         5.69%         6.60%         10/07/87        10/07/87
                        Administrative             7.28%         5.60%         6.55%                         02/01/96
                        Class A                    5.21%         5.23%         6.37%                         01/20/97
                        Class B                    2.18%         5.30%         6.57%                         01/20/97
                        Class C                    6.22%         5.63%         6.58%                         01/20/97

  ===================   ------------------   ------------   -----------   ----------------   -------------   ==============

  Low Duration          Institutional              8.79%         6.85%         8.31%         05/11/87        05/11/87
                        Administrative             8.52%         6.72%         8.24%                         01/03/95
                        Class A                    5.31%         6.16%         7.97%                         01/13/97
                        Class B                    3.19%         6.42%         8.26%                         01/13/97
                        Class C                    7.33%         6.76%         8.27%                         01/13/97

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  High Yield            Institutional             16.15%    N/A               13.03%         12/16/92        12/16/92
                        Administrative            15.86%                      12.91%                         01/16/95
                        Class A                   10.74%                      11.86%                         01/13/97
                        Class B                   10.51%                      12.61%                         01/13/97
                        Class C                   14.54%                      12.91%                         01/13/97

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Total Return          Institutional              9.93%         8.31%         9.73%         05/11/87        05/11/87
                        Administrative             9.66%         8.19%         9.67%                         09/08/94
                        Class A                    4.75%         7.28%         9.22%                         01/13/97
                        Class B                    4.34%         7.91%         9.68%                         01/13/97
                        Class C                    8.34%         8.20%         9.68%                         01/13/97

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Foreign Bond          Institutional             17.16%    N/A               11.54%         12/03/92        12/03/92
                        Administrative            17.01%                      11.51%                         01/28/97
                        Class A                   11.64%                      10.38%                         01/20/97
                        Class B                   11.52%                      11.11%                         01/20/97
                        Class C                   15.55%                      11.42%                         01/20/97

  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Global Bond           Institutional              8.26%    N/A                8.97%         11/23/93        11/23/93
                        Administrative             8.07%                       8.92%                         07/31/96
  -------------------   ------------------   ------------   -----------   ----------------   -------------

  StocksPLUS            Institutional             34.33%    N/A               22.68%         05/14/93        05/14/93
                        Administrative            34.21%                      22.65%                         01/07/97
                        Class A                   30.12%                      21.76%                         01/20/97
                        Class B                   28.74%                      22.31%                         01/20/97
                        Class C                   32.81%                      22.58%                         01/20/97
  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

  Strategic Balanced    Institutional        25.51%         N/A               25.51%         06/28/96        06/28/96
  -------------------   ------------------   ------------   -----------   ----------------   -------------   ==============

</TABLE>
     For  the  month  ended  June  30,  1997,  the  current  distribution  rates
(annualized) for the Funds were as follows:
<PAGE>

<TABLE>
<S>                                        <C>                   <C>                      <C>         <C>     <C>    <C>
                                                                   Distribution Rate

                                            Institutional         Administrative
Fund                                             Class                  Class               A          B       C


Money Market Fund                                 5.28%                  5.03%              4.93%     4.15%     5.04%
Short-Term Fund                                   6.03%                  5.74%              5.77%     4.89%     5.30%
Low Duration Fund                                 6.18%                  5.93%              5.71%     4.96%     5.21%
High Yield Fund                                   8.58%                  8.34%              8.18%     7.43%     7.44%
Total Return Fund                                 6.31%                  6.06%              5.83%     5.09%     5.09%
Foreign Bond Fund                                 3.68%                  3.31%              3.22%     2.46%     2.45%
Global Bond Fund                                  4.27%                  4.02%                N/A       N/A       N/A
StocksPLUS Fund                                     N/A                    N/A                N/A       N/A       N/A
Strategic Balanced Fund                             N/A                    N/A                N/A       N/A       N/A
</TABLE>


     In its  advertisements  and other  materials,  the Trust  may  compare  the
returns over periods of time of investments in stocks,  bonds and treasury bills
to each other and to the general rate of  inflation.  For  example,  the average
annual return of each during the 25 years from 1972 to 1996 was:
 
          *Stocks:         12.5%
           Bonds:           9.2%
           T-Bills:         7.0%
           Inflation:       5.6%

     *Returns of unmanaged indexes do not reflect past or future  performance of
any of the Portfolios of PIMCO Variable Insurance Trust.  Stocks are represented
by  Ibbotson's  Common  Stock  Total  Return  Index.  Bonds are  represented  by
Ibbotson's Long-term Corporate Bond Index. T-bills are represented by Ibbotson's
Treasury  Bill Index and Inflation is  represented  by the Cost of Living Index.
These are all unmanaged  indices,  which can not be invested in directly.  While
Treasury bills are insured and offer a fixed rate of return,  both the principal
and  yield of  investment  securities  will  fluctuate  with  changes  in market
conditions.  Source: Ibbotson, Roger G., and Rex A. Sinquefiled,  Stocks, Bonds,
Bill and Inflation (SBBI),  1989, updated in Stocks,  Bonds, Bills and Inflation
1997 Yearbook, Ibbotson Associates, Chicago. All rights reserved.

     The Trust may also  compare  the  relative  historic  returns  and range of
returns for an investment in each of common stocks,  bonds and treasury bills to
a portfolio that blends all three  investments.  For example,  over the 25 years
from  1972-1996,  the average annual return of stocks  comprising the Ibbotson's
Common  Stock Total  Return  Index  ranged from -26.5% to 37.4% while the annual
return of a hypothetical  portfolio  comprised 40% of such common stocks, 40% of
bonds  comprising  the  Ibbotson's  Long-term  Corporate  bond  Index and 20% of
Treasury  bills  comprising  the  Ibbottson's  Treasury  Bill  Index  (a  "mixed
portfolio")  would have ranged from  -10.2% to 28.2% over the same  period.  The
average  annual  returns  of each  investment  for each of the  years  from 1972
through 1996 is set forth in the following table.
<TABLE>
<S>              <C>                 <C>             <C>             <C>                <C>  

                                                                                         MIXED
YEAR               STOCKS             BONDS           T-BILLS         INFLATION         PORTFOLIO
- ----              -------             -----           -------        ----------         ---------
1972                 18.98%            7.26%             3.84%             3.41%           11.26%
1973                -14.66%            1.14%             6.93%             8.80%           -4.02%
1974                -26.47%           -3.06%             8.00%            12.26%          -10.21%
1975                 37.20%           14.64%             5.80%             7.01%           21.90%
1976                 23.84%           18.65%             5.08%             4.81%           18.01%
1977                 -7.18%            1.71%             5.12%             6.77%           -1.17%
1978                  6.56%           -0.07%             7.18%             9.03%            4.03%
1979                 18.44%           -4.18%            10.38%            13.31%            7.78%
1980                 32.42%            2.61%            11.24%            12.40%           14.17%
1981                 -4.91%           -0.96%            14.71%             8.94%            0.59%
1982                 21.41%           43.79%            10.54%             .387%           28.19%
1983                 22.51%            4.70%             8.80%             3.80%           12.64%
1984                  6.27%           16.39%             9.85%             3.95%           11.03%
1985                 32.16%           30.90%             7.72%             3.77%           26.77%
1986                 18.47%           19.85%             6.16%             1.13%           16.56%
1987                  5.23%           -0.27%             5.46%             4.41%            3.08%
1988                 16.81%           10.70%             6.35%             4.42%           12.28%
1989                 31.49%           16.23%             8.37%             4.65%           20.76%
1990                 -3.17%            6.87%             7.52%             6.11%            2.98%
1991                 30.55%           19.79%             5.88%             3.06%           21.31%
1992                  7.67%            9.39%             3.51%             2.90%            7.53%
1993                 10.06%           13.17%             2.89%             2.75%            9.84%
1994                  1.31%           -5.76%             3.90%             2.67%           -1.00%
1995                 37.40%           27.20%             5.60%             2.70%           26.90%
1996                 23.10%            1.40%             5.20%             3.30%           10.84%
</TABLE>
<PAGE>

*Returns of unmanaged  indexes do not reflect past or future  performance of any
of the Portfolios of PIMCO Variable  Insurance Trust.  Stocks are represented by
Ibbotson's Common Stock Total Return Index.  Bonds are represented by Ibbotson's
Long-term  Corporate Bond Index.  T'bills are represented by Ibbotson's Treasury
Bill Index and Inflation is represented  by the Cost of Living Index.  These are
all unmanaged  indices,  which can not be invested in directly.  While  Treasury
bills are insured and offer a fixed rate of return, both the principal and yield
of  investment  securities  will  fluctuate  with changes in market  conditions.
Source:  Ibbotson,  Roger G., and Rex A.  Sinquefiled,  Stocks,  Bonds, Bill and
Inflation  (SBBI),  1989,  updated in Stocks,  Bonds,  Bills and Inflation  1997
Yearbook, Ibbotson Associates, Chicago. All rights reserved.

     The  Trust  may  use in its  advertisement  and  other  materials  examples
designed  to  demonstrate  the  effect  of  compounding  when an  investment  is
maintained  over several or many years.  For example,  the following table shows
the annual and total  contributions  necessary to accumulate $200,000 of savings
(assuming a fixed rate of return) over various periods of time:

         Investment      Annual                Total               Total
         Period          Contribution          Contribution        Saved
         ------          ------------          ------------        -----
         30 Years          $1,979             $59,370              $200,000
         25 Years          $2,955             $73,875              $200,000
         20 Years          $4,559             $91,180              $200,000
         15 Years          $7,438             $111,570             $200,000
         10 Years          $13,529            $135,290             $200,000

This hypothetical  example assumes a fixed 7% return  compounded  annually and a
guaranteed return of principal.  The example is intended to show the benefits of
a long-term,  regular investment program, and is in no way representative of any
past or future  performance  of a Portfolio.  There can be no guarantee that you
will be able to find an investment that would provide such a return at the times
you invest and an investor in any of the Portfolios should be aware that certain
of the Portfolios  have  experienced  periods of negative growth in the past and
may again in the future.
<PAGE>

     The  Trust  may  set  forth  in  its  advertisements  and  other  materials
information  regarding the relative reliance in recent years on personal savings
for retirement  income versus reliance on Social  Security  benefits and company
sponsored  retirement  plans.  For  example,  the  following  table  offers such
information for 1990:

                           % of Income for Individuals
                           Aged 65 Years and Older in 1990*

                           Social Security
  Year                     and Pension Plans      Other

  1990                         38%                 62%

     * For individuals with an annual income of at least $51,000. Other includes
personal  savings,  earnings and other  undisclosed  sources of income.  Source:
Social Security Administration.

     Articles or reports  which  include  information  relating to  performance,
rankings  and other  characteristics  of the  Portfolios  may  appear in various
national  publications  and  services  including,  but not  limited to: The Wall
Street Journal, Barron's, Pensions and Investments,  Forbes, Smart Money, Mutual
Portfolio Magazine, The New York Times,  Kiplinger's Personal Finance,  Fortune,
Money  Magazine,   Morningstar's   Mutual  Portfolio   Values,   CDA  Investment
Technologies and The Donoghue Organization. Some or all of these publications or
reports may publish their own rankings or  performance  reviews of mutual funds,
including the Portfolios,  and may provide information  relating to the Adviser,
including  descriptions of assets under management and client base, and opinions
of the author(s)  regarding the skills of personnel and employees of the Adviser
who have portfolio management  responsibility.  From time to time, the Trust may
include  references  to or  reprints  of such  publications  or  reports  in its
advertisements and other information relating to the Portfolios.

     From time to time, the Trust may set forth in its  advertisements and other
materials  information about the growth of a certain  dollar-amount  invested in
one or more of the Portfolios over a specified period of time and may use charts
and graphs to display that growth.

     Investment results of the Portfolios or the Funds will fluctuate over time,
and any  presentation of the Portfolios' or the Funds' total return or yield for
any  prior  period  should  not be  considered  as a  representation  of what an
investor's total return or yield may be in any future period. The Trust's Annual
Report  contains  additional  performance  information for the Portfolios and is
available upon request, without charge, by calling (888) 746-2688.

Voting Rights

     Under  the  Trust  Instrument,  the Trust is not  required  to hold  annual
meetings of Trust  shareholders to elect Trustees or for other  purposes.  It is
not anticipated that the Trust will hold shareholders'  meetings unless required
by law or the Trust  Instrument.  In this regard,  the Trust will be required to
hold a meeting to elect Trustees to fill any existing vacancies on the Board if,
at any time,  fewer than a majority  of the  Trustees  have been  elected by the
shareholders of the Trust. In addition,  the Trust Instrument  provides that the
holders of not less than two-thirds of the  outstanding  shares of the Trust may
remove a person serving as Trustee at any shareholder  meeting. The Trustees are
required to call a meeting of  shareholders  if requested in writing to do so by
the holders of not less than ten percent of the outstanding shares of the Trust.
The Trust's shares do not have  cumulative  voting  rights,  so that a holder of
more than 50% of the outstanding  shares may elect the entire Board of Trustees,
in which case the holders of the remaining shares would not be able to elect any
Trustees.

     Shares  entitle  their  holders to one vote per share  (with  proportionate
voting for  fractional  shares).  As used in the Prospectus or this Statement of
Additional  Information,  the  phrase  "vote of a  majority  of the  outstanding
shares" of a Portfolio  (or the Trust)  means the vote of the lesser of: (1) 67%
of the  shares of the  Portfolio  (or the Trust)  present  at a meeting,  if the
holders of more than 50% of the  outstanding  shares are present in person or by
proxy; or (2) more than 50% of the  outstanding  shares of the Portfolio (or the
Trust).
<PAGE>

     In  accordance  with  current  laws,  it is  anticipated  that an insurance
company  issuing a variable  contract that  participates  in the Portfolios will
request voting  instructions  from variable contract owners and will vote shares
or other voting  interests in the separate  account in  proportion  to the votes
received.

Code of Ethics

     The Trust and PIMCO have each adopted a Code of Ethics  governing  personal
trading  activities  of all Trustees and officers of the Trust,  and  Directors,
officers and employees of PIMCO who, in connection with their regular functions,
play a role in the  recommendation  of any purchase or sale of a security by the
Trust or obtain information  pertaining to such purchase or sale or who have the
power to  influence  the  management  or  policies  of the Trust or PIMCO.  Such
persons are prohibited from effecting  certain  transactions,  allowed to effect
certain exempt transactions,  required to preclear certain security transactions
with  PIMCO's   Compliance  Officer  or  her  designee  and  to  report  certain
transactions   on  a  regular   basis.   PIMCO  has  developed   procedures  for
administration of the Codes.

Custodian

     Investors  Fiduciary Trust Company ("IFTC"),  127 West 10th Street,  Kansas
City, Missouri 64105 serves as custodian for assets of all Portfolios.  Pursuant
to rules adopted under the 1940 Act, the Trust may maintain  foreign  securities
and cash in the  custody  of  certain  eligible  foreign  banks  and  securities
depositories.  Pursuant to a sub-custody agreement between IFTC and State Street
Bank and Trust Company ("State Street"),  State Street serves as subcustodian of
the Trust for the custody of the foreign securities acquired by those Portfolios
that invest in foreign securities. No assurance can be given that expropriation,
nationalization,  freezes, or confiscation of assets that would impact assets of
the Portfolios will not occur, and shareholders  bear the risk of losses arising
from these or other events.

Independent Accountants

     Price  Waterhouse  LLP, 1055  Broadway,  Kansas City,  MO 64105,  serves as
independent public accountants for all Portfolios. Price Waterhouse LLP provides
audit  services,  tax return  preparation  and  assistance and  consultation  in
connection with review of SEC filings.

Counsel

         Dechert Price & Rhoads, 1500 K Street,  N.W.,  Washington,  D.C. 20005,
passes upon certain legal matters in connection  with the shares  offered by the
Trust, and also acts as counsel to the Trust.

Registration Statement

     This Statement of Additional  Information and the Prospectus do not contain
all of the information included in the Trust's registration statement filed with
the SEC  under  the 1933 Act with  respect  to the  securities  offered  hereby,
certain  portions  of  which  have  been  omitted  pursuant  to  the  rules  and
regulations of the SEC. The registration statement, including the exhibits filed
therewith, may be examined at the offices of the SEC in Washington, D.C.

     Statements contained herein and in the Prospectus as to the contents of any
contract or other documents  referred to are not necessarily  complete,  and, in
each instance, reference is made to the copy of such contract or other documents
filed as an exhibit to the  registration  statement,  each such statement  being
qualified in all respects by such reference.

Financial Statements

     Financial statements for the Trust as of December 22, 1997, including notes
thereto, and the report of Price Waterhouse thereon dated December 22, 1997, are
included herein.

<PAGE>

                        Report of Independent Accountants


To the Shareholder and Board
of Trustees of PIMCO Variable Insurance Trust


In our opinion,  the accompanying  statement of assets and liabilities  presents
fairly, in all material  respects,  the financial  position of Total Return Bond
Portfolio  (one of the  portfolios  constituting  the PIMCO  Variable  Insurance
Trust, hereafter referred to as the "Trust") at December 22, 1997, in conformity
with generally accepted accounting  principles.  This financial statement is the
responsibility of the Trust's  management;  our  responsibility is to express an
opinion on this financial  statement  based on our audit. We conducted our audit
of this  financial  statement in accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about   whether  the   financial   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for the opinion expressed above.



Price Waterhouse LLP
Kansas City, Missouri
December 22, 1997
<PAGE>

                         PIMCO VARIABLE INSURANCE TRUST
                           TOTAL RETURN BOND PORTFOLIO
                       STATEMENT OF ASSETS AND LIABILITIES
                                December 22, 1997
<TABLE>
<S>                                                                                            <C>       

ASSETS
     Cash ................................................................................        $100,000
     Deferred organization expense  (Note 2)..............................................           6,000
                                                                                               -----------
Total Assets .............................................................................         106,000

LIABILITIES
     Accrued organization expenses  (Note 2) .............................................           6,000
                                                                                               -----------
     Net assets ..........................................................................        $100,000
                                                                                                  ========
Net Assets consist of:
     Capital Stock, $.001 par value per share, unlimited shares authorized,
         10,000 shares issued and outstanding ............................................     $        10
     Additional paid-in capital ..........................................................          99,990
                                                                                                ----------
Total Net Assets .........................................................................        $100,000
                                                                                                  ========

Net Asset Value per share  ($100,000 divided by 10,000 shares of
     capital stock outstanding) ..........................................................       $  10.000
- --------------------
</TABLE>

NOTES TO STATEMENT OF ASSETS AND LIABILITIES

(1)  PIMCO  Variable  Insurance  Trust (the "Trust") was organized on October 3,
     1997 as a Delaware  business  trust and is registered  under the Investment
     Company Act of 1940, as amended, as an open-ended  investment company.  The
     Trust consists of ten separate  investment  portfolios that are designed to
     be used as investment  vehicles by Separate Accounts of insurance companies
     that fund variable annuity  contracts and variable life insurance  policies
     and by pension and retirement  plans. The Trust has had no operations other
     than  organizational  matters and the issuance and sale of 10,000 shares of
     capital stock for $100,000 of the Total Return Bond  Portfolio  (one of the
     portfolios  constituting  the  Trust)  on  December  22,  1997  to  Pacific
     Investment Management Company.

(2)  Costs  incurred by the Total Return Bond  Portfolio in connection  with its
     organization,  estimated  at $6,000,  will be deferred  and  amortized on a
     straight-line basis for a five-year period beginning at the commencement of
     operations.




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