PIMCO ADVISORS FUNDS
497, 1996-02-06
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PIMCO Advisors Funds 
Prospectus                                                    February 1, 1996 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE. 

- --------------------------------------------------------------------------------
PIMCO Advisors Funds (the "Trust") is an open-end series management 
investment company offering fifteen diversified portfolios and one 
non-diversified portfolio (each a "Fund") with different investment 
objectives and strategies. Unless otherwise noted, each of the Funds referred 
to below is a "diversified" portfolio. For a discussion of the risks 
associated with "non-diversified" portfolios, see "Description and Risks of 
Fund Investments" below. PIMCO Advisors Funds, 2187 Atlantic Street, 
Stamford, CT 06902. 

PIMCO Advisors Equity Funds 

Equity Income Fund seeks long-term growth of capital and current income. The 
Fund invests primarily in common stocks, preferred stocks and convertible 
securities. It may also invest a portion of its assets in bonds and other 
fixed-income securities. 

Value Fund seeks long-term growth of capital and current income. The Fund 
invests primarily in common stocks of companies that are characterized by 
having below average price to earnings ("P/E") ratios and/or higher dividend 
yields relative to their industry groups. 

Growth Fund seeks long-term growth of capital. Income is an incidental 
consideration. The Fund invests primarily in common stocks of companies with 
medium to large equity capitalizations. 

Target Fund seeks capital appreciation. No consideration is given to income. 
The Fund invests primarily in common stocks of companies with medium equity 
capitalizations. 

Discovery Fund seeks capital appreciation. No consideration is given to 
income. The Fund invests primarily in common stocks of small companies with 
equity capitalizations of $500 million to $1 billion which exhibit favorable 
growth characteristics and reasonable valuations. 

Opportunity Fund seeks capital appreciation. No consideration is given to 
income. The Fund invests primarily in common stocks of companies with small 
equity capitalizations, which may include companies without wide market 
recognition. The Opportunity Fund is currently closed to new investors. 

Innovation Fund seeks capital appreciation. No consideration is given to 
income. The Fund invests primarily in common stocks of companies which use 
innovative technology to gain a strategic, competitive advantage in their 
industry as well as companies that provide and service those technologies. 

International Fund seeks capital appreciation through investments in an 
international portfolio. Income is an incidental consideration. The Fund 
invests primarily in equity securities of companies whose principal 
activities are outside of the United States. 

Precious Metals Fund seeks capital appreciation. No consideration is given to 
income. The Fund concentrates investments in a global portfolio of common 
stocks of companies principally engaged in precious metals-related 
activities. 

PIMCO Advisors Income Funds 

Global Income Fund is a non-diversified portfolio that seeks maximum total 
return, consistent with preservation of capital. The Fund invests primarily 
in investment grade U.S. and foreign fixed-income securities and has an 
intermediate duration portfolio. 

High Income Fund seeks maximum total return, consistent with preservation of 
capital. The Fund invests primarily in higher yielding, lower-rated 
fixed-income securities and has an intermediate duration portfolio. 

Total Return Income Fund seeks maximum total return, consistent with 
preservation of capital. The Fund invests primarily in investment grade 
fixed-income securities and has an intermediate duration portfolio. 

Tax Exempt Fund seeks high current income exempt from federal income taxes, 
consistent with preservation of capital. The Fund invests primarily in 
investment grade municipal securities and has an intermediate to long 
duration portfolio. 

U.S. Government Fund seeks maximum total return, consistent with preservation 
of capital. The Fund invests in U.S. government securities and has an 
intermediate duration portfolio. 

Short-Intermediate Fund seeks current income, consistent with relatively low 
volatility of principal. The Fund invests primarily in investment grade 
fixed-income securities and has a shorter duration portfolio. 

Money Market Fund seeks the maximum current income believed to be consistent 
with preservation of capital and maintenance of liquidity. The Fund invests 
in high quality, short-term fixed-income instruments. 

THE EQUITY INCOME FUND AND THE HIGH INCOME FUND MAY INVEST WITHOUT LIMIT IN 
LOWER-RATED BONDS (COMMONLY CALLED "JUNK BONDS"), INCLUDING CONVERTIBLE 
BONDS, WHICH MAY BE CONSIDERED HIGHLY SPECULATIVE. INVESTORS SHOULD CONSIDER 
THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE FUNDS--SEE "DESCRIPTION AND 
RISKS OF FUND INVESTMENTS--RISKS OF HIGH YIELD BONDS" IN THIS PROSPECTUS. 
INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE 
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO 
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. 

<PAGE>
 
Each Fund (except the Opportunity Fund) currently offers three classes of 
shares: Class A shares (generally sold subject to an initial sales load), 
Class B Shares (sold subject to a contingent deferred sales charge) and Class 
C shares (sold subject to an asset based sales charge). The Opportunity Fund 
does not offer Class B shares. 

This Prospectus concisely describes the information which investors should 
know before investing. Please read this Prospectus carefully and keep it for 
further reference. 

Information about the investment objective of each Fund, along with a 
detailed description of the types of securities in which each Fund may 
invest, and of investment policies and restrictions applicable to each Fund, 
is set forth in this Prospectus. There can be no assurance that the 
investment objective of any Fund will be achieved. Because the market value 
of the Funds' investments will change, the net asset value per share of each 
Fund will also vary. 

A Statement of Additional Information dated February 1, 1996, as supplemented 
from time to time, is available free of charge by writing to PIMCO Advisors 
Distribution Company (the "Distributor"), 2187 Atlantic Street, Stamford, 
Connecticut 06902 or by telephoning 800-426-0107. The Statement of Additional 
Information, which contains more detailed information about the Trust, has 
been filed with the Securities and Exchange Commission (the "SEC") and is 
incorporated by reference in this Prospectus. 

Table of Contents 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       Page                                                       Page 
<S>                                    <C>                 <C>                                    <C>
Prospectus Summary                        3                Exchange Privilege                     51 
Schedule of Fees                          4                How to Redeem                          52 
Financial Highlights                      7                Distributor and Distribution and 
Investment Objectives and Policies       22                 Servicing Plans                       55 
Equity Funds                             22                How Net Asset Value is Determined      57
Income Funds                             25                Distributions                          58     
Description and Risks of Fund                              Taxes                                  58 
  Investments                            30                Management of the Trust                60
Performance Information                  41                Description of the Trust               64 
How to Buy Shares                        41                Mailings to Shareholders               64 
General                                  44                Appendix A                             64 
Alternative Purchase Arrangements        44                 
                                                            
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
 
PIMCO Advisors Funds                                                           3
- --------------------------------------------------------------------------------

Prospectus Summary 

PIMCO Advisors L.P. (the "Manager") is the manager of all of the Funds. PIMCO 
Advisors L.P. is one of the largest investment management firms in the U.S. 
As of September 30, 1995, PIMCO Advisors L.P. had approximately $87 billion 
in assets under management. Each of the PIMCO Advisors Funds also has a 
sub-adviser responsible for portfolio investment decisions. All of the Funds' 
sub-advisers are affiliates of PIMCO Advisors L.P. except for Van Eck 
Associates Corporation, an independent sub-adviser that advises the Precious 
Metals Fund. The affiliated sub-advisers are listed below. 

<TABLE>
<CAPTION>
PIMCO Advisors Investment Firm           Location              Funds Managed 
- --------------------------------------------------------------------------------
<S>                                      <C>                   <C>
Columbus Circle Investors                Stamford, CT          Equity Income, Growth, Target, Opportunity, 
                                                               Innovation, Tax Exempt, Money Market  
Pacific Investment Management Company    Newport Beach, CA     Global Income, High Income, Total Return Income, 
                                                               U.S. Government, Short-Intermediate 
Cadence Capital Management               Boston, MA            Discovery 
NFJ Investment Group                     Dallas, TX            Value 
Blairlogie Capital Management            Edinburgh, Scotland   International 
</TABLE>

Presented in the tables below are some key facts and comparisons of the PIMCO 
Advisors Funds. 

PIMCO Advisors Equity Funds 
Fund                         Primary Objective 
- --------------------------------------------------------------------------------
Equity Income Fund           Long-term growth of capital and current income 
Value Fund                   Long-term growth of capital and current income 
Growth Fund                  Long-term growth of capital 
                             Income is incidental 
Target Fund                  Capital appreciation 
Discovery Fund               Capital appreciation 
Opportunity Fund             Capital appreciation 
Innovation Fund              Capital appreciation 
International Fund           Capital appreciation 
                             Income is incidental 
Precious Metals Fund         Capital appreciation 

<TABLE>
<CAPTION>
Fund                         Primary Investments                           Industries            Foreign(1) 
- ------------------------------------------------------------------------------------------------------------
<S>                          <C>                                           <C>                    <C>
Equity Income Fund           Income-producing stocks and convertibles      Diversified            0-15% 
                             of companies with small, medium and large 
                             equity capitalizations 
Value Fund                   Stocks of companies with small, medium and    Diversified            0-15% 
                             large equity capitalizations 
Growth Fund                  Stocks of companies with medium to large      Diversified            0-15% 
                             equity capitalizations 
Target Fund                  Stocks of companies with medium equity        Diversified            0-15% 
                             capitalizations 
Discovery Fund               Stocks of small companies with equity         Diversified            0-15% 
                             capitalizations of $500 million to $1 
                             billion 
Opportunity Fund             Stocks of companies with small equity         Diversified            0-15% 
                             capitalizations 
Innovation Fund              Stocks of companies with small, medium and    Technology-related     0-15% 
                             large equity capitalizations 
International Fund           Non-U.S. stocks of companies with small,      Diversified            65-100% 
                             medium and large equity capitalizations 
Precious Metals Fund         U.S. and non-U.S. stocks of companies with    Precious Metals-       0-100% 
                             medium and large equity capitalizations       related 
</TABLE>
- --------------------------------------------------------------------------------
(1)Refers to securities principally traded in securities markets outside the 
   United States. The Equity Funds may invest without limit in securities of 
   foreign issuers traded in U.S. securities markets. 

<TABLE>
<CAPTION>
PIMCO Advisors Income Funds 
Fund                         Primary Objective                    Primary Investments 
- -------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>
Global Income Fund           Maximum total return, consistent     Investment grade U.S. and 
                             with preservation of capital         foreign fixed-income 
                                                                  securities 
High Income Fund             Maximum total return, consistent     Higher yielding fixed-income 
                             with preservation of capital         securities 
Total Return Income Fund     Maximum total return, consistent     Investment grade fixed-income 
                             with preservation of capital         securities 
Tax Exempt Fund              High current income exempt from      Investment grade municipal 
                             federal income taxes, consistent     securities 
                             with preservation of capital 
U.S. Government Fund         Maximum total return, consistent     U.S. government securities 
                             with preservation of capital 
Short-Intermediate Fund      Current income consistent with       Short- to Intermediate-term 
                             relatively low volatility of         investment grade fixed-income 
                             principal                            securities 
Money Market Fund            Maximum current income believed      Money market instruments 
                             to be consistent with 
                             preservation of capital and 
                             maintenance of liquidity 
</TABLE>

<TABLE>
<CAPTION>
Fund                        Duration(1)         Credit Quality       Foreign(2 
- --------------------------------------------------------------------------------
<S>                          <C>                 <C>                  <C>
Global Income Fund           3-6 yrs.            B to Aaa             25-75% 
                                                 0-10% below Baa 
High Income Fund             2-6 yrs.            B to Aaa; min of     0-20% 
                                                 65% below Baa 
Total Return Income Fund     3-6 yrs.            B to Aaa; 0-10%      0-20% 
                                                 below Baa 
Tax Exempt Fund              3-10 yrs.           Ba to Aaa; 0-20%     None 
                                                 below Baa 
U.S. Government Fund         3-6 yrs.            Gov't. AAA           None 
Short-Intermediate Fund      1-3 yrs.            B to Aaa; 0-10%      0-20% 
                                                 below Baa 
Money Market Fund            less than 1 yr.     A-1, P-1             None 
- --------------------------------------------------------------------------------
</TABLE>
(1)Based, in the case of callable securities, securities subject to early 
   repayment and foreign securities, on the relevant sub-adviser's estimates. 
(2)Refers to securities denominated in foreign currencies. The Income Funds 
   may invest beyond these limits in U.S. dollar-denominated securities of 
   foreign issuers. 

<PAGE>


4  PIMCO Advisors Funds
- --------------------------------------------------------------------------------

Schedule of Fees 

<TABLE>
<CAPTION>
Shareholder Transaction Expenses (All Funds)                                 Class A Shares   Class B Shares     Class C Shares   
<S>                                                                                <C>             <C>               <C>         
Maximum initial sales charge imposed on purchases (as a percentage of                                                            
  offering price at time of purchase)                                                                                            
 Equity Income, Value, Growth, Target, Discovery, Opportunity,                                                                   
  Innovation,  International and Precious Metals Funds                             5.50%            None               None       
 Global Income, High Income, Total Return Income, Tax Exempt and U.S.                                                            
   Government Funds                                                                4.75%            None               None       
 Short-Intermediate Fund                                                           3.00%            None               None       
 Money Market Fund                                                                 None*            None               None       
Maximum sales charge imposed on reinvested dividends (as a percentage of                                                         
  net asset value at time of purchase)                                             None             None               None       
Maximum contingent deferred sales charge ("CDSC") (as a percentage of                                                            
  original purchase price)                                                         1%**             5%***             1%****      
Exchange Fee                                                                       None*            None              None       
</TABLE> 


   *Regular sales charges apply when Class A shares of the Money Market Fund 
    (on which no sales charge was paid at time of purchase) are exchanged for 
    shares of any other Fund. 

  **Imposed only in certain circumstances where Class A shares are purchased 
    without a sales charge at the time of purchase. See "Alternative Purchase 
    Arrangements" in this Prospectus. 

 ***The maximum CDSC is imposed on shares redeemed in the first year. For 
    shares held longer than one year, the CDSC declines according to the 
    schedules set forth under "Deferred Sales Charge Alternative--Class B 
    Shares" in this Prospectus. 

****The CDSC on Class C shares is imposed only on shares redeemed in the 
    first year. 

<TABLE>
<CAPTION>
                                                                           Example: You would pay the 
                                                                           following expenses on a 
                                                                           $1,000 investment assuming 
                                           Annual Fund                     (1) 5% annual return and 
                                        Operating Expenses                 (2) redemption at the end 
Class A Shares               (As a percentage of average net assets)       of each time period: 
- ----------------------     ---------------------------------------------   --------------------------- 
                                                               Total 
                                                               Fund 
                          Management  12b-1         Other      Operating    1         3 
Fund                      Fees        Fees(1)       Expenses   Expenses    Year     Years     5 Years 
- ----------------------     --------    ----------    -------    --------    -----    ------   -------- 
<S>                          <C>          <C>         <C>        <C>        <C>       <C>       <C>
Equity Income                .75%         .25%        .25%       1.25%      $67       $92       $120 
Value                        .70          .25         .25        1.20        67        91        117 
Growth                       .66          .25         .19        1.10        66        88        112 
Target                       .71          .25         .29        1.25        67        92        120 
Discovery                    .75          .25         .25        1.25        67        92        120 
Opportunity                  .71          .25         .19        1.15        66        90        115 
Innovation                   .75          .25         .25        1.25        67        92        120 
International                .80          .25         .35        1.40        68        97        127 
Precious Metals              .75          .25         .35        1.35        68        95        125 
Global Income                .70          .25         .25        1.20        59        84        -- 
High Income                  .60          .25         .25        1.10        58        81        105 
Total Return Income          .60          .25         .25        1.10        58        81        105 
Tax Exempt                   .60          .25         .25        1.10        58        81        105 
U.S. Government              .58          .25         .17        1.00        57        78        100 
Short-Intermediate           .50          .25         .20         .95        39        59         81 
Money Market                 .10(2)       .10(3)      .25         .45(4)      5        14         25 
</TABLE>

<TABLE>
<CAPTION>
                                      Example: You would pay the following 
                                      expenses on a $1,000 investment 
                                      assuming (1) 5% annual return and 
Class A Shares                        (2) no redemption: 
- ----------------------                ------------------------------------ 
                          10          1        3         5 
Fund                      Years       Year     Years     Years     10 Years 
- ----------------------     -------    -----    ------    ------   --------- 
<S>                         <C>       <C>       <C>      <C>        <C>
Equity Income               $198      $67       $92      $120       $198 
Value                        192       67        91       117        192 
Growth                       182       66        88       112        182 
Target                       198       67        92       120        198 
Discovery                    198       67        92       120        198 
Opportunity                  187       66        90       115        187 
Innovation                   198       67        92       120        198 
International                214       68        97       127        214 
Precious Metals              208       68        95       125        208 
Global Income                --        59        84       --         -- 
High Income                  175       58        81       105        175 
Total Return Income          175       58        81       105        175 
Tax Exempt                   175       58        81       105        175 
U.S. Government              164       57        78       100        164 
Short-Intermediate           143       39        59        81        143 
Money Market                  57        5        14        25         57 
</TABLE>

(1)12b-1 fees represent servicing fees which are paid annually to the 
   Distributor and repaid to participating brokers, certain banks and other 
   financial intermediaries. See "Distributor and Distribution and Servicing 
   Plans." 
(2)The Manager has voluntarily undertaken to reduce its advisory fee with 
   respect to the Money Market Fund to .10% of the Fund's average daily net 
   assets until further notice. Absent such undertaking, the advisory fee 
   would be .50% of the Fund's average daily net assets. 
(3)The Distributor has voluntarily undertaken to reduce the 12b-1 fee it 
   receives with respect to the Money Market Fund to .10% of the Fund's 
   average daily net assets until further notice. Absent such undertaking, 
   the 12b-1 fee would be .20% of the Fund's average daily net assets. 
(4)Absent the undertakings noted, the total operating expenses for the Money 
   Market Fund would be .95% of the Fund's average daily net assets. 

<PAGE>

PIMCO Advisors Funds                                                           5
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Example: You would pay the 
                                                                          following expenses on a 
                                                                          $1,000 investment assuming 
                                           Annual Fund                    (1) 5% annual return and 
                                       Operating Expenses                 (2) redemption at the end 
Class B Shares               (As a percentage of average net assets)      of each time period: 
- ----------------------     --------------------------------------------   --------------------------- 
                                                              Total 
                                                              Fund 
                          Management  12b-1        Other      Operating   1        3 
Fund                      Fees        Fees         Expenses   Expenses    Year     Years     5 Years 
- ----------------------     --------    ---------    -------    --------    -----    ------   -------- 
<S>                          <C>         <C>         <C>        <C>        <C>       <C>       <C> 
Equity Income                .75%        1.00%       .25%       2.00%      $70       $93       $128 
Value                        .70         1.00        .25        1.95        70        91        125 
Growth                       .66         1.00        .19        1.85        69        88        120 
Target                       .71         1.00        .29        2.00        70        93        128 
Discovery                    .75         1.00        .25        2.00        70        93        128 
Opportunity                  .71         1.00        .19        1.90        69        90        123 
Innovation                   .75         1.00        .25        2.00        70        93        128 
International                .80         1.00        .35        2.15        72        97        135 
Precious Metals .            .75         1.00        .35        2.10        71        96        133 
Global Income                .70         1.00        .25        1.95        70        91        -- 
High Income                  .60         1.00        .25        1.85        69        88        120 
Total Return Income          .60         1.00        .25        1.85        69        88        120 
Tax Exempt                   .60         1.00        .25        1.85        69        88        120 
U.S. Government              .58         1.00        .17        1.75        68        85        115 
Short-Intermediate           .50         1.00        .20        1.70        67        84        112 
Money Market                 .10(1)      1.00        .25        1.35(2)     64        73         94 
</TABLE>

<TABLE>
<CAPTION>
                                      Example: You would pay the following 
                                      expenses on a $1,000 investment 
                                      assuming (1) 5% annual return and 
Class B Shares                        (2) no redemption: 
- ----------------------                ------------------------------------ 
                          10          1        3         5 
Fund                      Years       Year     Years     Years     10 Years 
- ----------------------     -------    -----    ------    ------   --------- 
<S>                         <C>       <C>       <C>      <C>        <C>  
Equity Income               $198      $20       $63      $108       $198 
Value                        192       20        61       105        192 
Growth                       182       19        58       100        182 
Target                       198       20        63       108        198 
Discovery                    198       20        63       108        198 
Opportunity                  187       19        60       103        187 
Innovation                   198       20        63       108        198 
International                214       22        67       115        214 
Precious Metals .            208       21        66       113        208 
Global Income                --        20        61       --         -- 
High Income                  175       19        58       100        175 
Total Return Income          175       19        58       100        175 
Tax Exempt                   175       19        58       100        175 
U.S. Government              164       18        55        95        164 
Short-Intermediate           143       17        54        92        143 
Money Market                  57       14        43        74         57 
</TABLE>

(1)The Manager has voluntarily undertaken to reduce its advisory fee with 
   respect to the Money Market Fund to .10% of the Fund's average daily net 
   assets until further notice. Absent such undertaking, the advisory fee 
   would be .50% of the Fund's average daily net assets. 

(2)Absent the undertaking noted, the total operating expenses for the Money 
   Market Fund would be 1.75% of the Fund's average daily net assets. 

<TABLE>
<CAPTION>
                                                                           Example: You would pay the 
                                                                           following expenses on a 
                                                                           $1,000 investment assuming 
                                           Annual Fund                     (1) 5% annual return and 
                                        Operating Expenses                 (2) redemption at the end 
Class C Shares               (As a percentage of average net assets)       of each time period: 
- ----------------------     ---------------------------------------------   --------------------------- 
                                                               Total 
                                                               Fund 
                          Management  12b-1         Other      Operating   1        3 
Fund                      Fees        Fees(1)       Expenses   Expenses    Year     Years     5 Years 
- ----------------------     --------    ----------    -------    --------    -----    ------   -------- 
<S>                          <C>         <C>          <C>        <C>        <C>       <C>       <C>  
Equity Income                .75%        1.00%        .25%       2.00%      $30       $63       $108 
Value                        .70         1.00         .25        1.95        30        61        105 
Growth                       .66         1.00         .19        1.85        29        58        100 
Target                       .71         1.00         .29        2.00        30        63        108 
Discovery                    .75         1.00         .25        2.00        30        63        108 
Opportunity                  .71         1.00         .19        1.90        29        60        103 
Innovation                   .75         1.00         .25        2.00        30        63        108 
International                .80         1.00         .35        2.15        32        67        115 
Precious Metals .            .75         1.00         .35        2.10        31        66        113 
Global Income                .70         1.00         .25        1.95        30        61        -- 
High Income                  .60         1.00         .25        1.85        29        58        100 
Total Return Income          .60         1.00         .25        1.85        29        58        100 
Tax Exempt                   .60         1.00         .25        1.85        29        58        100 
U.S. Government .            .58         1.00         .17        1.75        28        55         95 
Short-Intermediate           .50          .75         .20        1.45        25        46         79 
Money Market                 .10(2)       .10(3)      .25         .45(4)     15        14         25 
</TABLE>

<TABLE>
<CAPTION>
                                      Example: You would pay the following 
                                      expenses on a $1,000 investment 
                                      assuming (1) 5% annual return and 
Class C Shares                        (2) no redemption: 
- ----------------------                ------------------------------------ 
                           10         1        3         5 
Fund                       Years      Year     Years     Years     10 Years 
- ----------------------     -------    -----    ------    ------   --------- 
<S>                         <C>       <C>       <C>      <C>        <C>  
Equity Income               $233      $20       $63      $108       $233 
Value                        227       20        61       105        227 
Growth                       217       19        58       100        217 
Target                       233       20        63       108        233 
Discovery                    233       20        63       108        233 
Opportunity                  222       19        60       103        222 
Innovation                   233       20        63       108        233 
International                248       22        67       115        248 
Precious Metals .            243       21        66       113        243 
Global Income                --        20        61       --         -- 
High Income                  217       19        58       100        217 
Total Return Income          217       19        58       100        217 
Tax Exempt                   217       19        58       100        217 
U.S. Government .            206       18        55        95        206 
Short-Intermediate           174       15        46        79        174 
Money Market                  57        5        14        25         57 
</TABLE>

(1)12b-1 fees which equal or are less than .25% represent servicing fees 
   which are paid annually to the Distributor and repaid by the Distributor 
   to participating brokers, certain banks and other financial 
   intermediaries. 12b-1 fees which exceed .25% represent aggregate 
   distribution and servicing fees. See "Distributor and Distribution and 
   Servicing Plans." 

(2)The Manager has voluntarily undertaken to reduce its advisory fee with 
   respect to the Money Market Fund to .10% of the Fund's average daily net 
   assets until further notice. Absent such undertaking, the advisory fee 
   would be .50% of the Fund's average daily net assets. 

(3)The Distributor has voluntarily agreed to reduce the 12b-1 fee it receives 
   with respect to the Money Market Fund to .10% of the Fund's average daily 
   net assets until further notice. Absent such undertaking, the 12b-1 fee 
   would be .20% of the Fund's average daily net assets. 

(4)Absent the undertakings noted, the total operating expenses for the Money 
   Market Fund would be .95% of the Fund's average daily net assets. 

<PAGE>
6  PIMCO Advisors Funds
- --------------------------------------------------------------------------------

The purpose of the foregoing tables is to assist investors in understanding 
the various costs and expenses of the Trust that are borne directly or 
indirectly by shareholders. Except for the Value, Discovery and Global Income 
Funds, Annual Fund Operating Expenses are based on actual expenses during the 
fiscal year ended September 30, 1995 and Fund average net assets during such 
fiscal year. Annual Fund Operating Expenses for the Value, Discovery and 
Global Income Funds are based on estimated expenses for the fiscal year 
ending September 30, 1996. The Examples for Class A shares assume payment of 
the current maximum applicable sales load. Due to the 12b-1 distribution fee 
imposed on Class B and Class C shares, a Class B or Class C shareholder of 
the Trust may, depending on the length of time the shares are held, pay more 
than the economic equivalent of the maximum front-end sales charges permitted 
by relevant rules of the National Association of Securities Dealers, Inc. 

NOTE: THE FIGURES SHOWN IN THE EXAMPLES ARE ENTIRELY HYPOTHETICAL. THEY ARE 
NOT REPRESENTATIONS OF PAST OR FUTURE PERFORMANCE OR EXPENSES; ACTUAL 
PERFORMANCE AND/OR EXPENSES MAY BE MORE OR LESS THAN SHOWN. 

<PAGE>
PIMCO Advisors Funds                                                           7
- --------------------------------------------------------------------------------
 
Financial Highlights 

The financial highlights set forth below and on the following pages present 
certain information and ratios as well as performance information for each of 
the Funds. Additional information about the performance of all of the Funds 
of the Trust is contained in the Trust's Annual Report to Shareholders which 
may he obtained without charge from the Distributor. The information provided 
below for each Fund has been audited by Coopers & Lybrand L.L.P., the Trust's 
independent accountants, whose report thereon, for the five year period ended 
September 30, 1995, appears in the Statement of Additional Information. 
Financial Statements and related Notes are also included in the Statement of 
Additional Information. 

The following schedule of financial highlights for the Equity Income Fund is 
for shares outstanding throughout the periods listed. The information 
provided reflects results of operations under the Fund's former investment 
objective and policies through January 31, 1992; such results would not 
necessarily have been achieved had the Fund's current objective and policies 
then been in effect. 
<TABLE>
<CAPTION>
                          --------------------------------------------------------------------------------- 
                            Equity Income Fund 
                            Class A  Class B   Class C    Class A   Class C   Class A   Class C   Class A 
                          ------------------------------ -------------------------------------------------- 
                                                       Year Ended September 30, 
                          --------------------------------------------------------------------------------- 
                             1995     1995(1)    1995       1994      1994      1993      1993      1992 
 ------------------------------------------------------- -------------------------------------------------- 
<S>                         <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>     
Net asset value, 
beginning of period         $12.50    $12.55    $12.47     $12.88    $12.85    $10.57    $10.56    $  9.92 
                          ------------------------------ -------------------------------------------------- 
Income From Investment 
Operations 
Net investment income         0.36      0.11      0.27       0.34      0.24      0.33      0.25      0.34 
Net gains or losses on 
securities (both realized 
and unrealized)               1.61      1.55      1.59      (0.17)    (0.16)     2.30      2.29      0.71 
                          ------------------------------ -------------------------------------------------- 
Total from investment 
operations                    1.97      1.66      1.86       0.17      0.08      2.63      2.54      1.05 
                          ------------------------------ -------------------------------------------------- 
Less Distributions 
Dividends (from net 
investment income)           (0.33)    (0.08)    (0.24)     (0.33)    (0.24)    (0.32)    (0.25)    (0.40) 
Distributions (from 
capital gain)                 --        --        --        (0.22)    (0.22)     --        --        -- 
                          ------------------------------ -------------------------------------------------- 
Total distributions          (0.33)    (0.08)    (0.24)     (0.55)    (0.46)    (0.32)    (0.25)    (0.40) 
                          ------------------------------ -------------------------------------------------- 
Net asset value, 
end of period               $14.14    $14.13    $14.09     $12.50    $12.47    $12.88    $12.85    $1O.57 
                          ============================== ================================================== 
Total Return (without 
sales charge)                 16.1%     13.3%     15.2%       1.4%      0.7%     25.3%     24.4%     10.7% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                 $12,933    $1,760  $174,316    $14,942  $178,892    $6,328   $94,247   $2,593 
Ratio of expenses to 
average net assets             1.3%      2.1%*     2.1%       1.3%      2.0%      1.3%      2.1%      1.4% 
Ratio of net investment 
income to average net 
assets                         2.9%      2.2%*     2.1%       2.7%      2.0%      2.9%      2.2%      3.3% 
Portfolio turnover rate      176.9%    176.9%    176.9%     174.9%    174.9%    167.9%    167.9%    149.0% 
</TABLE>

<TABLE>
<CAPTION>
                           Class C   Class A   Class C                 Class C 
                          ------------------------------ ------------------------------------ 

                                                                             Period Ended 
                                                                             September 30, 
                             1992     1991(2)    1991       1990      1989   1988 (3) 
 ------------------------------------------------------- -------------------- --------------- 
<S>                         <C>       <C>       <C>       <C>       <C>          <C>     
Net asset value, 
beginning of period         $  9.91  $  8.38   $   8.16   $ 11.17   $ 10.05      $ 10.00 
                          ------------------------------ -------------------- --------------- 
Income From Investment 
Operations 
Net investment income          0.29     0.28       0.36      0.49      0.55         0.24 
Net gains or losses on 
securities (both realized 
and unrealized)                0.68     1.54       1.75     (2.32)     1.19        (0.05) 
                          ------------------------------ -------------------- --------------- 
Total from investment 
operations                     0.97     1.82       2.11     (1.83)     1.74         0.19 
                          ------------------------------ -------------------- --------------- 
Less Distributions 
Dividends (from net 
investment income)            (0.32)   (0.28)     (0.36)    (0.49)    (0.62)       (0.14) 
Distributions (from 
capital gain)                  --       --         --       (0.69)     --           -- 
                          ------------------------------ -------------------- --------------- 
Total distributions           (0.32)   (0.28)     (0.36)    (1.18)    (0.62)       (0.14) 
                          ------------------------------ -------------------- --------------- 
Net asset value, 
end of period                $10.56   $ 9.92    $  9.91   $  8.16   $ 11.17      $ 10.05 
                          ============================== ==================== =============== 
Total Return (without 
sales charge)                   9.9%    34.8%      26.5%    (18.0%)    17.9%         4.3% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                  $45,101      $15    $22,651   $25,758   $45,168      $47,118 
Ratio of expenses to 
average net assets              2.1%     1.6%*      2.2%      2.0%      1.9%         2.0%* 
Ratio of net investment 
income to average net 
assets                          2.7%     4.4%*      4.2%      5.1%      5.2%         5.4%* 
Portfolio turnover rate       149.0%   142.7%     142.7%     70.2%     84.8%        22.9% 
</TABLE>

(1) The distribution of Class B shares commenced on May 22, 1995. 
(2) The distribution of Class A shares commenced on February 1, 1991. 
(3) The Fund commenced operations on April 18, 1988. 
  * Annualized 

<PAGE>
8  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Value Fund is for 
shares outstanding thoughout the period listed. 

<TABLE>
<CAPTION>
                                                                 ------------------------------------ 
                                                                   Value Fund 
                                                                   Class A     Class B     Class C 
                                                                 ------------------------------------ 
                                                                      Period Ended September 30, 
                                                                 ------------------------------------ 
                                                                   1995(4)     1995(4)     1995(4) 
 ---------------------------------------------------------------------------------------------------- 
<S>                                                                 <C>         <C>         <C>    
Net asset value, beginning of period                                $10.00      $10.00      $10.00 
                                                                  ----------  ----------  ---------- 
Income from investment operations 
Net investment income                                                 0.07        0.05        0.05 
Net gains or losses on securities 
(both realized and unrealized)                                        0.68        0.68        0.68 
                                                                  ----------  ----------  ---------- 
Total from investment operations                                      0.75        0.73        0.73 
                                                                  ----------  ----------  ---------- 
Less Distributions 
Dividends (from 
net investment income)                                               (0.07)      (0.05)      (0.05) 
Distributions (from capital gain)                                     --          --          -- 
                                                                  ----------  ----------  ---------- 
Total distributions                                                  (0.07)      (0.05)      (0.05) 
                                                                  ----------  ----------  ---------- 
Net asset value, end of period                                      $10.68      $10.68      $10.68 
                                                                  ==========  ==========  ========== 
Total Return (without sales charge)                                    7.5%        7.3%        7.3% 
Ratios/Supplemental Data 
Net assets, end of period (in 000's)                                $2,492      $3,975      $6,643 
Ratio of expenses to average net assets                                1.3%*       2.1%*       2.0%* 
Ratio of net investment income to average net assets                   2.7%*       1.9%*       1.9%* 
Portfolio turnover rate                                                0.5%        0.5%        0.5% 
 ---------------------------------------------------------------- ----------  ----------  ---------- 
</TABLE>

(4) The Fund commenced operations on June 27, 1995. 
  * Annualized 

<PAGE>
PIMCO Advisors Funds                                                           9
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Growth Fund is for 
shares outstanding throughout the periods listed. 

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------- 
                                Growth Fund 
                                Class A   Class B      Class C      Class A     Class C    Class A    Class C 
                               ---------- ------------------------------------ -------------------- ------------- 
                                                           Year Ended September 30, 
                               ---------------------------------------------------------------------------------- 
                                 1995     1995(6)        1995         1994        1994       1993       1993 
 ----------------------------- ---------- ------------------------------------ -------------------- ------------- 
<S>                             <C>        <C>          <C>          <C>         <C>        <C>        <C>    
Net asset value, beginning 
of period                       $22.01     $22.63       $21.52       $23.64      $23.32     $20.76     $20.64 
                               ---------- ------------------------------------ -------------------- ------------- 
Income from investment 
operations 
Net investment income (loss)      0.12      (0.03)       (0.04)        0.12       (0.04)      0.09      (0.07) 
Net gains or losses on 
securities (both realized 
and unrealized)                   4.79       2.34         4.65         0.12        0.11       3.53       3.49 
                               ---------- ------------------------------------ -------------------- ------------- 
Total from investment 
operations                        4.91       2.31         4.61         0.24        0.07       3.62       3.42 
                               ---------- ------------------------------------ -------------------- ------------- 
Less Distributions 
Dividends (from net 
investment income)                --         --           --           --          --         --         -- 
Distributions (from 
capital gain)                    (1.19)      --          (1.19)       (1.87)      (1.87)     (0.74)     (0.74) 
                               ---------- ------------------------------------ -------------------- ------------- 
Total distributions              (1.19)      --          (1.19)       (1.87)      (1.87)     (0.74)     (0.74) 
                               ---------- ------------------------------------ -------------------- ------------- 
Net asset value, end 
of period                       $25.73     $24.94       $24.94       $22.01      $21.52     $23.64     $23.32 
                               ========== ==================================== ==================== ============= 
Total Return (without 
sales charge)                     23.7%      10.2%        22.8%         1.3%        0.5%      17.7%      16.9% 
Ratios/Supplemental Data 
Net assets, end of 
period (in 000's)               $134,819   $7,671       $1,290,152   $107,269    $1,085,427 $97,509    $1,077,490 
Ratio of expenses to 
average net assets                 1.1%       1.9%*        1.9%         1.1%        1.9%       1.1%       1.9% 
Ratio of net investment 
income (loss) to average 
net assets                         0.5%      (0.4%)*      (0.2%)        0.6%       (0.2%)      0.4%      (0.3%) 
Portfolio turnover rate          110.6%     110.6%       110.6%       115.3%      115.3%     109.9%     109.9% 
</TABLE>

<TABLE>
<CAPTION>
                               Class A    Class C      Class A      Class C 
                               ---------- ------------------------------------ 

                                 1992       1992       1991(7)        1991 
 ----------------------------- ---------- ------------------------------------ 
<S>                             <C>        <C>          <C>          <C>    
Net asset value, beginning 
of period                       $20.63     $20.54       $16.99       $16.93 
                               ---------- ------------------------------------ 
Income from investment 
operations 
Net investment income (loss)      0.14      (0.01)        0.21         0.12 
Net gains or losses on 
securities (both realized 
and unrealized)                   1.38       1.37         5.28         5.32 
                               ---------- ------------------------------------ 
Total from investment 
operations                        1.52       1.36         5.49         5.44 
                               ---------- ------------------------------------ 
Less Distributions 
Dividends (from 
net investment income)           (0.14)     (0.01)       (0.19)       (0.17) 
Distributions (from 
capital gain)                    (1.25)     (1.25)       (1.66)       (1.66) 
                               ---------- ------------------------------------ 
Total distributions              (1.39)     (1.26)       (1.85)       (1.83) 
                               ---------- ------------------------------------ 
Net asset value, end 
of period                       $20.76     $20.64       $20.63       $20.54 
                               ========== ==================================== 
Total Return (without 
sales charge)                      7.7%       6.9%        38.6%        35.1% 
Ratios/Supplemental Data 
Net assets, end of 
period (in 000's)               $71,209    $853,121     $17,064      $564,398 
Ratio of expenses to 
average net assets                 1.1%       1.9%         1.2%*        1.8% 
Ratio of net investment 
income (loss) to average 
net assets                         0.7%      (0.1%)        0.9%*        0.6% 
Portfolio turnover rate           92.3%      92.3%        95.3%        95.3% 
</TABLE>

(6) The distribution of Class B shares commenced on May 23, 1995. 
(7) The distribution of Class A shares commenced on October 26, 1990. 
  * Annualized 
<TABLE>
<CAPTION>
                                               ------------------------------------------------------ 
                                               Growth Fund 
                                                                      Class C 
                                               ------------------------------------------------------ 
                                                              Year Ended September 30, 
                                               ------------------------------------------------------ 
                                                  1990       1989       1988       1987       1986 
 --------------------------------------------- ---------- ---------- ---------- ---------- ---------- 
<S>                                              <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period             $19.71     $13.93     $18.04     $14.76     $11.92 
                                               ---------- ---------- ---------- ---------- ---------- 
Income from investment operations 
Net investment income (loss)                       0.19       0.11       0.09       0.14       0.33 
Net gains or losses on securities 
(both realized and unrealized)                    (1.67)      5.77      (2.96)      5.24       3.82 
                                               ---------- ---------- ---------- ---------- ---------- 
Total from investment operations                  (1.48)      5.88      (2.87)      5.38       4.15 
                                               ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from 
net investment income)                            (0.18)     (0.10)     (0.11)     (0.18)     (0.43) 
Distributions (from capital gain)                 (1.12)      --        (1.13)     (1.92)     (0.88) 
                                               ---------- ---------- ---------- ---------- ---------- 
Total distributions                               (1.30)     (0.10)     (1.24)     (2.10)     (1.31) 
                                               ---------- ---------- ---------- ---------- ---------- 
Net asset value, end of period                   $16.93     $19.71     $13.93     $18.04     $14.76 
                                               ========== ========== ========== ========== ========== 
Total Return (without sales charge)                (8.0%)     42.4%     (14.8%)     41.5%      37.9% 
Ratios/Supplemental Data 
Net assets, end of period (in 000's)             $314,075   $373,490   $338,493   $509,348   $192,325 
Ratio of expenses to average net assets             1.7%       1.7%       1.8%       1.6%       1.7% 
Ratio of net investment income to average net 
assets                                              1.0%       0.7%       0.6%       0.8%       2.4% 
Portfolio turnover rate                            88.7%      82.5%     103.6%     128.1%     168.7% 
</TABLE>

<PAGE>
10  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Target Fund is for 
shares outstanding throughout the periods listed. 

<TABLE>
<CAPTION>
                                                 ------------------------- 
                                                    Target Fund 
                                                    Class A     Class B 
                                                  ------------ ------------ 
                                                  Year Ended September 30, 
                                                 ------------------------- 
                                                     1995       1995(8) 
 ------------------------------------------------ ------------ ------------ 
<S>                                                 <C>          <C>    
Net asset value, beginning of period                $13.13       $13.93 
                                                  ------------ ------------ 
Income from Investment Operations 
Net investment loss                                  (0.02)       (0.05) 
Net gains or losses on securities (both realized 
and unrealized)                                       3.45         2.18 
                                                  ------------ ------------ 
Total from investment operations                      3.43         2.13 
                                                  ------------ ------------ 
Less Distributions 
Dividends (from net investment income)                --           -- 
Distributions (from capital gain)                    (0.16)        -- 
                                                  ------------ ------------ 
Total distributions                                  (0.16)        -- 
                                                  ------------ ------------ 
Net asset value, end of period                      $16.40       $16.06 
                                                  ============ ============ 
Total Return (without sales charge)                   26.5%        15.3% 
Ratios/Supplemental Data 
Net assets, end of peirod (in 000's)                $121,915     $7,554 
Ratio of expenses to average net assets                1.2%         2.0%* 
Ratio of net investment income (loss) to average 
net assets                                            (0.1%)       (0.9%)* 
Portfolio turnover rate                              128.3%       128.3% 
</TABLE>

<TABLE>
<CAPTION>
                                                   Class C      Class A      Class C     Class A      Class C 
                                                  ------------ ------------ ------------ ------------ ------------ 

                                                     1995         1994         1994       1993(9)     1993(9) 
 ------------------------------------------------ ------------ ------------ ------------ ------------ ------------ 
<S>                                                 <C>          <C>          <C>         <C>          <C>    
Net asset value, beginning of period                $12.95       $12.72       $12.65      $10.00       $10.00 
                                                  ------------ ------------ ------------ ------------ ------------ 
Income from Investment Operations 
Net investment loss                                  (0.12)       (0.04)       (0.14)      (0.02)       (0.09) 
Net gains or losses on securities (both realized 
and unrealized)                                       3.38         0.57         0.56        2.74         2.74 
                                                  ------------ ------------ ------------ ------------ ------------ 
Total from investment operations                      3.26         0.53         0.42        2.72         2.65 
                                                  ------------ ------------ ------------ ------------ ------------ 
Less Distributions 
Dividends (from net investment income)                --           --           --          --           -- 
Distributions (from capital gain)                    (0.16)       (0.12)       (0.12)       --           -- 
                                                  ------------ ------------ ------------ ------------ ------------ 
Total distributions                                  (0.16)       (0.12)       (0.12)       --           -- 
                                                  ------------ ------------ ------------ ------------ ------------ 
Net asset value, end of period                      $16.05       $13.13       $12.95      $12.72       $12.65 
                                                  ============ ============ ============ ============ ============ 
Total Return (without sales charge)                   25.6%         4.2%         3.4%       27.2%        26.5% 
Ratios/Supplemental Data 
Net assets, end of peirod (in 000's)                $780,355     $90,527      $556,043    $48,787      $298,238 
Ratio of expenses to average net assets                2.0%         1.2%         2.0%        1.3%*        2.0%* 
Ratio of net investment income (loss) to average 
net assets                                            (0.9%)       (0.3%)       (1.1%)      (0.3%)*      (1.0%)* 
Portfolio turnover rate                              128.3%       103.5%       103.5%       76.0%        76.0% 
</TABLE>

(8) The distribution of Class B shares commenced on May 22, 1995. 
(9) The Fund commenced operations on December 17, 1992. 
  * Annualized 

<PAGE>
PIMCO Advisors Funds                                                          11
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Discovery Fund is for 
shares outstanding throughout the period listed. 

<TABLE>
<CAPTION>
                                                  ------------------------------------- 
                                                    Discovery Fund 
                                                    Class A     Class B      Class C 
                                                  ------------ ------------ ------------ 
                                                       Period Ended September 30, 
                                                  ------------------------------------- 
                                                   1995(10)     1995(10)     1995(10) 
 ------------------------------------------------ ------------ ------------ ------------ 
<S>                                                 <C>          <C>          <C>    
Net asset value, beginning of period                $10.00       $10.00       $10.00 
                                                  ------------ ------------ ------------ 
Income from investment operations 
Net investment income                                 0.01         0.01         0.01 
Net gains or losses on securities 
(both realized and unrealized)                        0.88         0.87         0.87 
                                                  ------------ ------------ ------------ 
Total from investment operations                      0.89         0.86         0.86 
                                                  ------------ ------------ ------------ 
Less Distributions 
Dividends (from 
net investment income)                                --           --           -- 
Distributions (from capital gain)                     --           --           -- 
                                                  ------------ ------------ ------------ 
Total distributions                                   --           --           -- 
                                                  ------------ ------------ ------------ 
Net asset value, end of period                      $10.89       $10.86       $10.86 
                                                  ============ ============ ============ 
Total Return (without sales charge)                    8.9%         8.6%         8.6% 
Ratios/Supplemental Data 
Net assets, end of period (in 000's)                $7,658       $10,832      $20,260 
Ratio of expenses to average net assets                1.3%*        2.0%*        2.0%* 
Ratio of net investment income (loss) to average 
net assets                                             0.2%*       (0.5%)*      (0.5%)* 
Portfolio turnover rate                               34.9%        34.9%        34.9% 
 ------------------------------------------------ ------------ ------------ ------------ 
</TABLE>

(10) The Fund commenced operations on June 27, 1995. 
   * Annualized 

<PAGE>
12  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Opportunity Fund is 
for shares outstanding throughout the periods listed. 

<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                Opportunity Fund 
                                Class A   Class C    Class A   Class C    Class A    Class C   Class A 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995       1995       1994      1994       1993       1993      1992 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
Net asset value, beginning 
of period                       $28.87     $28.04     $33.43    $32.77     $19.84     $19.60    $17.95 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)     (0.11)     (0.34)     (0.17)    (0.38)     (0.15)     (0.34)    (0.04) 
Net gains or losses on 
securities (both realized 
and unrealized)                  11.19      10.81      (2.02)    (1.98)     14.00      13.77      3.61 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                       11.08      10.47      (2.19)    (2.36)     13.85      13.43      3.57 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         --        --         --         --        -- 
Distributions (from 
capital gain)                    (0.87)     (0.87)     (2.26)    (2.26)     (0.26)     (0.26)    (1.68) 
Return of capital 
distribution                      --         --         (.11)     (.11)      --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.87)     (0.87)     (2.37)    (2.37)     (0.26)     (0.26)    (1.68) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, 
end of period                   $39.08     $37.64     $28.87    $28.04     $33.43     $32.77    $19.84 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                     39.7%      38.6%      (6.7%)    (7.4%)     70.4%      69.1%     21.6% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $120,830   $715,191   $95,261   $553,460   $106,666   $618,193  $22,454 
Ratio of expenses to 
average net assets                 1.2%       1.9%       1.1%      1.9%       1.2%       2.0%      1.3% 
Ratio of net investment 
income (loss) to average 
net assets                        (0.4%)     (1.1%)     (0.6%)    (1.4%)     (0.6%)     (1.3%)    (0.2%) 
Portfolio turnover rate          101.6%     101.6%      78.4%     78.4%     105.4%     105.4%     93.8% 
</TABLE>

<TABLE>
<CAPTION>
                               Class C    Class A    Class C 
                               ---------- ---------- ---------- 

                                 1992     1991(12)     1991 
 ----------------------------- ---------- ---------- ---------- 
<S>                            <C>         <C>       <C>     
Net asset value, beginning 
of period                      $  17.87    $11.78    $ 11.93 
                               ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)      (0.18)    (0.03)     (0.11) 
Net gains or losses on 
securities (both realized 
and unrealized)                    3.59      6.20       6.42 
                               ---------- ---------- ---------- 
Total from investment 
operations                         3.41      6.17       6.31 
                               ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         -- 
Distributions (from 
capital gain)                     (1.68)     --        (0.37) 
Return of capital 
distribution                      --         --         -- 
                               ---------- ---------- ---------- 
Total distributions               (1.68)     --        (0.37) 
                               ---------- ---------- ---------- 
Net asset value, end 
of period                      $  19.60    $17.95    $ 17.87 
                               ========== ========== ========== 
Total Return (without 
sales charge)                      20.8%     70.9%      54.4% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                     $179,081    $1,623    $58,656 
Ratio of expenses to average 
net assets                          2.0%      1.4%*      2.0% 
Ratio of net investment 
income (loss) to average 
net assets                         (1.0%)    (0.5%)*    (0.8%) 
Portfolio turnover rate            93.8%    144.6%     144.6% 
</TABLE>

(12) The distribution of Class A shares commenced on December 17, 1990. 
   * Annualized. 

<TABLE>
<CAPTION>
                               ----------------------------------------------------- 
                                 Opportunity Fund 
                                                     Class C 
                               ----------------------------------------------------- 
                                            Year Ended September 30, 
                               ----------------------------------------------------- 
                                 1990       1989       1988      1987       1986 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>    
Net asset value, beginning 
of period                       $15.78     $11.84     $16.73    $13.18     $12.04 
                               ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)     (0.01)     (0.03)      0.03      0.02      (0.03) 
Net gains or losses on 
securities (both realized 
and unrealized)                  (2.13)      3.97      (2.34)     4.80       2.00 
                               ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                       (2.14)      3.94      (2.31)     4.82       1.97 
                               ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --        (0.03)     --        (0.03) 
Distributions (from 
capital gain)                    (1.71)      --        (2.55)    (1.27)     (0.80) 
Return of capital 
distribution                      --         --         --        --         -- 
                               ---------- ---------- ---------- ---------- ---------- 
Total distributions              (1.71)      --        (2.58)    (1.27)     (0.83) 
                               ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $11.93     $15.78     $11.84    $16.73     $13.18 
                               ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                    (14.8%)     33.3%      (9.0%)    40.2%      17.2% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $33,472    $51,680    $51,062   $74,235    $52,233 
Ratio of expenses to average 
net assets                         1.9%       1.9%       2.0%      1.7%       1.8% 
Ratio of net investment 
income (loss) to average 
net assets                        (0.1%)     (0.2%)      0.3%      0.1%      (0.3%) 
Portfolio turnover rate          106.2%     153.4%     124.9%    188.7%     108.6% 
</TABLE>

<PAGE>
PIMCO Advisors Funds                                                          13
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Innovation Fund is for 
shares outstanding throughout the period listed. 

<TABLE>
<CAPTION>
                              -------------------------------- 
                                Innovation Fund 
                                Class A   Class B    Class C 
                               ---------- ---------- ---------- 
                                 Period Ended September 30, 
                              -------------------------------- 
                               1995(13)   1995(14)   1995(13) 
 ----------------------------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>    
Net asset value, beginning 
of period                       $10.00     $11.81     $10.00 
                               ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)     (0.06)(15) (0.08)     (0.13)(15) 
Net gains or losses on 
securities (both realized 
and unrealized)                   4.80       2.93       4.78 
                               ---------- ---------- ---------- 
Total from investment 
operations                        4.74       2.85       4.65 
                               ---------- ---------- ---------- 
Less Distributions 
Dividends (from 
net investment income)            --         --         -- 
Distributions (from 
capital gain)                     --         --         -- 
                               ---------- ---------- ---------- 
Total distributions               --         --         -- 
                               ---------- ---------- ---------- 
Net asset value, end 
of period                       $14.74     $14.66     $14.65 
                               ========== ========== ========== 
Total Return (without 
sales charge)                     47.4%      24.1%      46.5% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $28,239    $6,509     $63,952 
Ratio of expenses to average 
net assets                         1.4%*      2.3%*      2.2%* 
Ratio of net investment 
income (loss) to average 
net assets                        (0.6%)*    (1.7%)*    (1.4%)* 
Portfolio turnover rate           86.1%      86.1%      86.1% 
 ----------------------------- ---------- ---------- ---------- 
</TABLE>

(13) The Fund commenced operations on December 22, 1994. 
(14) The distribution of Class B shares commenced on May 22, 1995. 
(15) Reflecting voluntary waiver of investment advisory fee of $4,666 (.00 
     per share) by the Manager as more fully described in note 3(a) to the 
     Financial Statements. 
   * Annualized 

<PAGE>
14  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the International Fund is 
for shares outstanding throughout the periods listed. The information 
provided reflects results of operations the Fund's former investment 
objective and policies through August 31, 1992; such results would not 
necessarily have been achieved had the Fund's current objective and policies 
been in effect. On November 15, 1994, Blairlogie Capital Management became 
the sub-adviser of the Fund. 

<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                International Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(16)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
Net asset value, beginning 
of period                       $12.92     $11.30     $12.56    $12.17     $11.92     $10.04    $ 9.92 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)      0.07       0.00      (0.02)     0.04      (0.06)      0.07     (0.01) 
Net gains or losses on 
securities (both realized 
and unrealized)                  (0.56)      0.45      (0.55)     0.94       0.93       2.80      2.75 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                       (0.49)      0.45      (0.57)     0.98       0.87       2.87      2.74 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         --        --         --         --        -- 
Distributions (from 
capital gain)                    (0.24)      --        (0.24)    (0.23)     (0.23)     (0.74)    (0.74) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.24)      --        (0.24)    (0.23)     (0.23)     (0.74)    (0.74) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $12.19     $11.75     $11.75    $12.92     $12.56     $12.17    $11.92 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                     (3.7%)      4.0%      (4.5%)     8.2%       7.4%      30.4%     29.4% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                       $17,951     $503     $215,349  $23,289    $294,492   $11,992   $147,194 
Ratio of expenses to average 
net assets                         1.5%       2.3%*      2.2%      1.4%       2.2%       1.4%      2.2% 
Ratio of net investment 
income (loss) to average 
net assets                         0.6%      (0.1%)*    (0.2%)     0.3%      (0.5%)      0.6%     (0.1%) 

Portfolio turnover rate          169.8%     169.8%     169.8%     55.1%      55.1%      67.6%     67.6% 
</TABLE>

                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 

                                 1992       1992     1991(17)    1991 
 ----------------------------- ---------- ---------- ---------- ---------- 
Net asset value, beginning 
of period                       $10.54    $10.49      $ 9.48    $10.04 
                               ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income (loss)      0.05      (0.06)      0.02      (0.08) 
Net gains or losses on 
securities (both realized 
and unrealized)                  (0.37)     (0.33)      1.04       1.76 
                               ---------- ---------- ---------- ---------- 
Total from investment 
operations                       (0.32)     (0.39)      1.06       1.68 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         --         -- 
Distributions (from 
capital gain)                    (0.18)     (0.18)      --        (1.23) 
                               ---------- ---------- ---------- ---------- 
Total distributions              (0.18)     (0.18)      --        (1.23) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $10.04    $  9.92     $10.54    $ 10.49 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                     (3.1%)     (3.8%)     17.3%      18.3% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                        $471     $28,299       $22    $33,594 
Ratio of expenses to average 
net assets                         1.9%       2.6%       1.9%*      2.6% 
Ratio of net investment 
income (loss) to average 
net assets                         0.5%      (0.6%)      0.7%*     (0.2%) 
Portfolio turnover rate          159.6%     159.6%     107.1%     107.1% 


(16) The distribution of Class B shares commenced on May 22, 1995. 
(17) The distribution of Class A shares commenced on February 1, 1991. 
   * Annualized 

<TABLE>
<CAPTION>
                               ----------------------------------------------------------- 
                                International Fund 
                                                        Class C 
                               ----------------------------------------------------------- 
                                       Year Ended September 30, 
                               ------------------------------------------ 
                                                                           Period Ended 
                                                                          September 30, 
                                 1990       1989       1988      1987        1986(18) 
 ----------------------------- ---------- ---------- ---------- ---------- ---------------- 
<S>                             <C>       <C>        <C>       <C>           <C>     
Net asset value, beginning 
of period                       $ 13.33   $ 10.07    $ 12.87   $   9.70      $ 10.00 
                               ---------- ---------- ---------- ---------- ---------------- 
Income from investment 
operations 
Net investment income (loss)      (0.10)    (0.18)     (0.10)     (0.10)        -- 
Net gains or losses on 
securities (both realized 
and unrealized)                   (2.02)     3.44      (1.83)      3.27        (0.30) 
                               ---------- ---------- ---------- ---------- ---------------- 
Total from investment 
operations                        (2.12)     3.26      (1.93)      3.17        (0.30) 
                               ---------- ---------- ---------- ---------- ---------------- 
Less Distributions 
Dividends (from net 
investment income)                 --        --         --        --            -- 
Distributions (from 
capital gain)                     (1.17)     --        (0.87)     --            -- 
                               ---------- ---------- ---------- ---------- ---------------- 
Total distributions               (1.17)     --        (0.87)     --            -- 
                               ---------- ---------- ---------- ---------- ---------------- 
Net asset value, end 
of period                       $ 10.04   $ 13.33    $ 10.07   $  12.87      $  9.70 
                               ========== ========== ========== ========== ================ 
Total Return (without 
sales charge)                     (17.4%)    32.4%     (14.0%)     32.7%       (26.9%) 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $36,282   $56,150    $60,394   $107,584      $67,668 
Ratio of expenses to average 
net assets                          2.3%      2.3%       2.4%       2.4%         2.3%* 
Ratio of net investment 
income (loss) to average 
net assets                         (0.3%)    (0.7%)     (0.5%)     (0.9%)       (0.3%)* 
Portfolio turnover rate                                                         -- 
                                   93.0%     83.6%      94.9%     134.0% 
</TABLE>

(18) The Fund commenced operations on August 25, 1986. 
   * Annualized 

<PAGE>
PIMCO Advisors Funds                                                          15
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Precious Metals Fund 
is for shares outstanding throughout the periods listed. The information 
provided reflects results of operations under the Fund's former investment 
objective and policies through November 14, 1994; such results would not 
necessarily have been achieved had the Fund's current objective and policies 
been in effect. 
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                Precious Metals Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(19)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
Net asset value, beginning 
of period                       $14.14     $11.61     $13.75    $10.32     $10.11     $ 7.54    $ 7.44 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income From Investment 
Operations 
Net investment income (loss)      0.07      (0.01)     (0.02)     0.08      (0.02)      0.06     (0.02) 
Net gains or losses on 
securities (both realized 
and unrealized)                  (1.88)      0.30      (1.83)     3.74       3.66       2.72      2.69 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                       (1.81)      0.29      (1.85)     3.82       3.64       2.78      2.67 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         --        --         --         --        -- 
Distributions (from 
capital gain)                     --         --         --        --         --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions               --         --         --        --         --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, 
end of period                   $12.33     $11.90     $11.90    $14.14     $13.75     $10.32    $10.11 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without sales 
charge)                          (12.8%)      2.5%     (13.5%)    37.0%      36.0%      36.9%     35.9% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $7,670       $251     $42,341   $11,229    $62,825    $3,425    $23,884 
Ratio of expenses to average 
net assets                         1.4%       2.2%*      2.2%      1.3%       2.1%       1.4%      2.2% 
Ratio of net investment 
income (loss) to average 
net assets                         0.6%      (0.2%)*    (0.2%)     0.6%      (0.2%)      0.6%     (0.2%) 
Portfolio turnover rate            8.7%       8.7%       8.7%     11.0%      11.0%      10.0%     10.0% 
</TABLE>

<TABLE>
<CAPTION>
                               Class A    Class C    Class A                 Class C 
                               ---------- ---------- ------------------------------------------------ 

                                                                                      Period Ended 
                                                                                     September 30, 
                                 1992       1992     1991(20)    1991       1990        1989(21) 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------------- 
<S>                             <C>        <C>        <C>       <C>        <C>           <C>    
Net asset value, beginning 
of period                       $ 7.51     $ 7.46     $ 7.19    $ 9.40     $ 9.86        $10.00 
                               ---------- ---------- ---------- ---------- ---------- ---------------- 
Income From Investment 
Operations 
Net investment income (loss)     (0.01)     (0.06)     (0.07)    (0.05)     (0.05)        (0.05) 
Net gains or losses on 
securities (both realized 
and unrealized)                   0.04       0.04       0.39     (1.89)     (0.41)        (0.08) 
                               ---------- ---------- ---------- ---------- ---------- ---------------- 
Total from investment 
operations                        0.03      (0.02)      0.32     (1.94)     (0.46)        (0.13) 
                               ---------- ---------- ---------- ---------- ---------- ---------------- 
Less Distributions 
Dividends (from net 
investment income)                --         --         --        --         --           (0.01) 
Distributions (from 
capital gain)                     --         --         --        --         --            -- 
                               ---------- ---------- ---------- ---------- ---------- ---------------- 
Total distributions               --         --         --        --         --           (0.01) 
                               ---------- ---------- ---------- ---------- ---------- ---------------- 
Net asset value, 
end of period                   $ 7.54     $ 7.44     $ 7.51    $ 7.46     $ 9.40        $ 9.86 
                               ========== ========== ========== ========== ========== ================ 
Total Return (without 
sales charge)                      0.4%      (0.3%)      6.8%    (20.6%)     (4.7%)        (1.3%) 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                        $668     $6,633     $  514    $6,995     $9,918        $6,630 
Ratio of expenses to average 
net assets                         1.9%       2.6%       2.1%*     2.4%       2.4%          2.5%* 
Ratio of net investment 
income (loss) to average 
net assets                        (0.1%)     (0.8%)     (1.4%)*   (0.8%)     (0.8%)        (0.6%)* 
Portfolio turnover rate           29.6%      29.6%      19.4%     19.4%      22.5%          8.8% 
</TABLE>

(19) The distribution of Class B shares commenced on June 15, 1995. 
(20) The distribution of Class A shares commenced on February 1, 1991. 
(21) The Fund commenced operations on October 10, 1988. 
   * Annualized 

<PAGE>
16  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the High Income Fund is 
for shares outstanding throughout the periods listed. The information 
provided reflects results of operations under the Fund's former investment 
objective and policies through November 14, 1994; such results would not 
necessarily have been achieved had the Fund's current objective and policies 
been in effect. 
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                                           High Income Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(22)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>
Net asset value, beginning 
of period                       $ 7.56     $ 7.75     $ 7.51    $ 8.78     $ 8.75     $ 8.68    $ 8.65 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.65       0.22       0.58      0.68       0.62       0.75      0.68 
Net gains or losses on 
securities (both realized 
and unrealized)                   0.39       0.16       0.39     (1.23)     (1.26)      0.10      0.10 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        1.04       0.38       0.97     (0.55)     (0.64)      0.85      0.78 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.66)     (0.21)     (0.60)    (0.67)     (0.60)     (0.75)    (0.68) 
Distributions (from 
capital gain)                     --         --         --        --         --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.66)     (0.21)     (0.60)     (.67)     (0.60)     (0.75)    (0.68) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $ 7.94     $ 7.92     $ 7.88    $ 7.56     $ 7.51     $ 8.78    $ 8.75 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                     14.5%       4.9%      13.5%     (6.5%)     (7.5%)     10.3%      9.5% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                        $7,791     $4,552   $157,507     $4,336  $179,274     $5,675   $255,266 
Ratio of expenses to average 
net assets                         1.1%       1.9%*      1.9%      1.1%       1.9%       1.2%      2.0% 
Ratio of net investment 
income to average net assets       8.5%       7.8%*      7.7%      8.4%       7.7%       8.7%      8.0% 
Portfolio turnover rate          162.5%     162.5%     162.5%    133.9%     133.9%     124.1%    124.1% 
</TABLE>

<TABLE>
<CAPTION>
                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 

                                 1992       1992     1991(23)    1991 
 ----------------------------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>         <C>      <C>
Net asset value, beginning 
of period                       $ 8.36    $   8.36    $ 8.56   $   8.55 
                               ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.79        0.74      0.57       0.85 
Net gains or losses on 
securities (both realized 
and unrealized)                   0.29        0.25     (0.14)     (0.17) 
                               ---------- ---------- ---------- ---------- 
Total from investment 
operations                        1.08        0.99      0.43       0.68 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.76)      (0.70)    (0.63)     (0.87) 
Distributions (from 
capital gain)                     --         --         --        -- 
                               ---------- ---------- ---------- ---------- 
Total distributions              (0.76)      (0.70)    (0.63)     (0.87) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $ 8.68    $   8.65    $ 8.36   $   8.36 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                     13.5%       12.4%      8.2%       8.5% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $4,257    $242,160    $1,456   $270,622 
Ratio of expenses to average 
net assets                         1.2%        1.9%      1.2%*      1.9% 
Ratio of net investment 
income to average net assets       9.3%        8.7%     10.5%*     10.1% 
Portfolio turnover rate          162.8%      162.8%    124.0%     124.0% 
</TABLE>

(22) The distribution of Class B shares commenced on May 22, 1995. 
(23) The distribution of Class A shares commenced on February 6, 1991. 
   * Annualized 
<TABLE>
<CAPTION>
                               ----------------------------------------------------- 
                               High Income Fund 
                                                     Class C 
                               ----------------------------------------------------- 
                                            Year Ended September 30, 
                               ----------------------------------------------------- 
                                 1990       1989       1988      1987       1986 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>
Net asset value, beginning 
of period                       $ 9.31     $ 9.69     $ 9.74    $10.14     $10.00 
                               ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.93       0.94       0.97      1.03       1.16 
Net gains or losses on 
securities (both realized 
and unrealized)                  (0.74)     (0.36)     (0.04)    (0.43)      0.10 
                               ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        0.19       0.58       0.93      0.60       1.26 
                               ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.95)     (0.96)     (0.98)    (1.00)     (1.12) 
Distributions (from 
capital gain)                     --         --         --        --         -- 
                               ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.95)     (0.96)     (0.98)    (1.00)     (1.12) 
                               ---------- ---------- ---------- ---------- ---------- 
Net asset value, end of 
period                          $ 8.55     $ 9.31     $ 9.69    $ 9.74     $10.14 
                               ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                      2.2%       6.3%      10.1%      5.9%      12.9% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $356,427   $579,254   $524,966   $438,304  $335,404 
Ratio of expenses to average 
net assets                         1.8%       1.6%       1.6%      1.6%       1.6% 
Ratio of net investment 
income to average net assets      10.5%       9.8%      10.0%     10.1%      11.2% 
Portfolio turnover rate           63.8%      94.6%     127.7%     81.7%      59.2% 
</TABLE>

<PAGE>
PIMCO Advisors Funds                                                          17
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Total Return Income 
Fund is for shares outstanding throughout the period listed. 

<TABLE>
<CAPTION>
                              -------------------------------- 
                                Total Return Income Fund 
                                Class A   Class B    Class C 
                               ---------- ---------- ---------- 
                                 Period Ended September 30, 
                              -------------------------------- 
                               1995(25)   1995(26)   1995(25) 
 ----------------------------- ---------- ---------- ---------- 
<S>                             <C>        <C>       <C>
Net asset value, beginning 
of period                       $10.00     $10.48    $ 10.00 
                               ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.41       0.16       0.35 
Net gains or losses on 
securities 
(both realized and 
unrealized)                       0.68       0.24       0.69 
                               ---------- ---------- ---------- 
Total from investment 
operations                        1.09       0.40       1.04 
                               ---------- ---------- ---------- 
Less Distributions 
Dividends (from 
net investment income)           (0.39)     (0.15)     (0.34) 
Distributions (from 
capital gain)                     --         --         -- 
                               ---------- ---------- ---------- 
Total distributions              (0.39)     (0.15)     (0.34) 
                               ---------- ---------- ---------- 
Net asset value, end 
of period                       $10.70     $10.73    $ 10.70 
                               ========== ========== ========== 
Total Return (without 
sales charge)                     11.1%       3.8%      10.5% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $37,714    $8,805    $45,631 
Ratio of expenses to average 
net assets                         1.2%*      2.0%*      2.0%* 
Ratio of net investment 
income to average net assets       5.1%*      4.2%*      4.3%* 
Portfolio turnover rate           98.0%      98.0%      98.0% 
 ----------------------------- ---------- ---------- ---------- 
</TABLE>

(25) The Fund commenced operations on December 22, 1994. 
(26) The distribution of Class B shares commenced on May 22, 1995. 
   * Annualized 

<PAGE>
18  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Tax Exempt Fund is for 
shares outstanding throughout the periods listed. 
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                Tax Exempt Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(27)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, beginning 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
of period                       $11.21     $11.90     $11.21    $12.74     $12.73     $11.94    $11.94 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.57       0.16       0.48      0.56       0.47       0.61      0.52 
Net gains or losses on 
securities 
(both realized and 
unrealized)                       0.63      (0.07)      0.62     (1.31)     (1.30)      1.02      1.01 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        1.20       0.09       1.10     (0.75)     (0.83)      1.63      1.53 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.58)     (0.15)     (0.49)    (0.58)     (0.49)     (0.64)    (0.55) 
Distributions (from 
capital gain)                     --         --         --       (0.20)     (0.20)     (0.19)    (0.19) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.58)     (0.15)     (0.49)    (0.78)     (0.69)     (0.83)    (0.74) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $11.83     $11.84     $11.82    $11.21     $11.21     $12.74    $12.73 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                     11.0%       0.8%      10.1%     (6.1%)     (6.7%)     14.2%     13.3% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                        $2,701       $288    $54,224     $2,726   $68,214     $2,852    $81,475 
Ratio of expenses to average 
net assets                         1.1%       1.9%*      1.8%      1.1%       1.8%       1.1%      1.8% 
Ratio of net investment 
income to average net assets       5.0%       4.0%*      4.3%      4.7%       4.0%       5.0%      4.2% 
Portfolio turnover rate           35.0%      35.0%      35.0%     63.2%      63.2%      55.9%     55.9% 
</TABLE>
<TABLE>
<CAPTION>
                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 

                                 1992       1992     1991(28)    1991 
 ----------------------------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>         <C>       <C>
Net asset value, beginning 
of period                       $11.53    $ 11.53     $11.30    $ 10.97 
                               ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.65       0.58       0.38       0.62 
Net gains or losses on 
securities 
(both realized and 
unrealized)                       0.42       0.41       0.23       0.56 
                               ---------- ---------- ---------- ---------- 
Total from investment 
operations                        1.07       0.99       0.61       1.18 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.66)     (0.58)     (0.38)     (0.62) 
Distributions (from 
capital gain)                     --         --         --         -- 
                               ---------- ---------- ---------- ---------- 
Total distributions              (0.66)     (0.58)     (0.38)     (0.62) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end of 
period                          $11.94     $11.94     $11.53     $11.53 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                      9.5%       8.8%      10.4%      11.0% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $2,295    $52,113     $  321    $46,663 
Ratio of expenses to average 
net assets                         1.1%       1.8%       1.1%*      1.8% 
Ratio of net investment 
income to average net assets       5.6%       4.9%       5.8%*      5.5% 
Portfolio turnover rate          107.4%     107.4%     119.0%     119.0% 
</TABLE>

(27) The distribution of Class B shares commenced on May 30, 1995. 
(28) The distribution of Class A shares commenced on March 14, 1991. 
   * Annualized 
<TABLE>
<CAPTION>
                               --------------------------------------------------------- 
                               Tax Exempt Fund 
                                                       Class C 
                               --------------------------------------------------------- 
                                       Year Ended September 30, 
                               ------------------------------------------ 
                                                                          Period Ended 
                                                                          September 30, 
                                 1990       1989       1988      1987       1986(29) 
 ----------------------------- ---------- ---------- ---------- ---------- -------------- 
<S>                             <C>        <C>        <C>       <C>          <C>
Net asset value, beginning 
of period                       $11.10     $10.82     $10.23    $11.51       $10.00 
                               ---------- ---------- ---------- ---------- -------------- 
Income from investment 
operations 
Net investment income             0.63       0.65       0.65      0.66         0.61 
Net gains or losses on 
securities 
(both realized and 
unrealized)                      (0.13)      0.28       0.59     (0.84)        1.51 
                               ---------- ---------- ---------- ---------- -------------- 
Total from investment 
operations                        0.50       0.93       1.24     (0.18)        2.12 
                               ---------- ---------- ---------- ---------- -------------- 
Less Distributions 
Dividends (from net 
investment income)               (0.63)     (0.65)     (0.65)    (0.66)       (0.61) 
Distributions (from 
capital gain)                     --         --         --       (0.44)        -- 
                               ---------- ---------- ---------- ---------- -------------- 
Total distributions              (0.63)     (0.65)     (0.65)    (1.10)       (0.61) 
                               ---------- ---------- ---------- ---------- -------------- 
Net asset value, end of 
period                          $10.97     $11.10     $10.82    $10.23       $11.51 
                               ========== ========== ========== ========== ============== 
Total Return (without 
sales charge)                      4.5%       8.8%      12.4%     (2.1%)       23.9% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $46,630    $60,609    $63,261   $66,610       $53,370 
Ratio of expenses to average 
net assets                         1.7%       1.7%       1.8%      1.8%         1.8%* 
Ratio of net investment 
income to average net assets       5.6%       5.9%       6.1%      5.9%         6.1%* 
Portfolio turnover rate           77.5%     203.6%     211.3%    204.4%       301.0% 
</TABLE>

(29) The Fund commenced operations on November 1, 1985. 
   * Annualized 

<PAGE>
PIMCO Advisors Funds                                                          19
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the U.S. Government Fund 
is for shares outstanding throughout the periods listed. 
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                                         U.S. Government Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(30)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
Net asset value, beginning 
of period                       $ 8.68     $ 9.17     $ 8.65    $ 9.71     $ 9.68     $ 9.61    $ 9.58 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.58       0.16       0.51      0.60       0.53       0.65      0.58 
Net gains or losses on 
securities (both realized 
and unrealized)                   0.47      (0.02)      0.48     (1.03)     (1.03)      0.10      0.10 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        1.05       0.14       0.99     (0.43)     (0.50)      0.75      0.68 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.57)     (0.16)     (0.51)    (0.60)     (0.53)     (0.65)    (0.58) 
Distributions (from 
capital gain)                     --         --         --        --         --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.57)     (0.16)     (0.51)    (0.60)     (0.53)     (0.65)    (0.58) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $ 9.16     $ 9.15     $ 9.13    $ 8.68     $ 8.65     $ 9.71    $ 9.68 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                     12.6%       1.6%      11.8%     (4.6%)     (5.3%)      8.2%      7.4% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                       $16,248     $1,671   $287,086    $15,250  $365,044    $19,939   $533,288 
Ratio of expenses to average 
net assets                         1.0%       1.8%*      1.8%      1.0%       1.7%       1.0%      1.7% 
Ratio of net investment 
income to average net assets       6.5%       5.6%*      5.8%      6.5%       5.8%       6.8%      6.1% 
Portfolio turnover rate          120.3%     120.3%     120.3%    121.0%     121.0%     199.7%    199.7% 
</TABLE>
<TABLE>
<CAPTION>
                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 

                                 1992       1992     1991(31)    1991 
 ----------------------------- ---------- ---------- ---------- ---------- 
<S>                            <C>        <C>        <C>       <C>
Net asset value, beginning 
of period                       $  9.46   $   9.45    $ 9.31   $   9.02 
                               ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income              0.75       0.69      0.65       0.81 
Net gains or losses on 
securities (both realized 
and unrealized)                    0.19       0.15      0.15       0.46 
                               ---------- ---------- ---------- ---------- 
Total from investment 
operations                         0.94       0.84      0.80       1.27 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                (0.79)     (0.71)    (0.65)     (0.84) 
Distributions (from 
capital gain)                      --        --         --        -- 
                               ---------- ---------- ---------- ---------- 
Total distributions               (0.79)     (0.71)    (0.65)     (0.84) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $  9.61   $   9.58    $ 9.46   $   9.45 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                      10.3%       9.2%     12.3%      14.8% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $15,224   $531,310    $3,983   $429,796 
Ratio of expenses to average 
net assets                          1.0%       1.8%      1.1%*      1.8% 
Ratio of net investment 
income to average net assets        7.8%       7.3%      9.3%*      8.8% 
Portfolio turnover rate           156.4%     156.4%     37.1%      37.1% 
</TABLE>

(30) The distribution of Class B shares commenced on June 2, 1995. 
(31) The distribution of Class A shares commenced on January 3, 1991. 
   * Annualized 
<TABLE>
<CAPTION>
                               ----------------------------------------------------- 
                               U.S. Government Fund 
                                                     Class C 
                               ----------------------------------------------------- 
                                            Year Ended September 30, 
                               ----------------------------------------------------- 
                                 1990       1989       1988      1987       1986 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>
Net asset value, beginning 
of period                       $ 9.35     $ 9.42     $ 9.32    $10.48     $10.00 
                               ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.80       0.84       0.86      0.86       0.94 
Net gains or losses on 
securities (both realized 
and unrealized)                  (0.31)     (0.08)      0.12     (1.00)      0.47 
                               ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        0.49       0.76       0.98     (0.14)      1.41 
                               ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.82)     (0.83)     (0.88)    (0.92)     (0.83) 
Distributions (from 
capital gain)                     --         --         --       (0.10)     (0.10) 
                               ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.82)     (0.83)     (0.88)    (1.02)     (0.93) 
                               ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $ 9.02     $ 9.35     $ 9.42    $ 9.32     $10.48 
                               ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                      5.4%       8.5%      10.8%     (1.7%)     15.1% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $447,272   $583,667   $733,306   $783,545  $409,482 
Ratio of expenses to average 
net assets                         1.7%       1.7%       1.7%      1.7%       1.7% 
Ratio of net investment 
income to average net assets       8.6%       9.0%       9.0%      8.5%       8.9% 
Portfolio turnover rate           99.1%     188.4%     221.8%    332.0%     252.3% 
</TABLE>

<PAGE>
20  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Short-Intermediate 
Fund is for shares outstanding throughout the periods listed. The information 
provided reflects results of operations under the Fund's former investment 
objective and policies through November 14, 1994; such results would not 
necessarily have been achieved had the Fund's current objective and policies 
been in effect. 

<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                Short-Intermediate Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year Ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(33)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>        <C>        <C>       <C>        <C>        <C>       <C>    
Net asset value, beginning 
of period                       $ 9.37     $ 9.49     $ 9.37    $ 9.81     $ 9.82     $ 9.96    $ 9.97 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income From Investment 
Operations 
Net investment income             0.59       0.18       0.54      0.47       0.42       0.48      0.44 
Net gains or losses on 
securities (both realized 
and unrealized)                   0.25       0.13       0.23     (0.43)     (0.44)     (0.15)    (0.16) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total from investment 
operations                        0.84       0.31       0.77      0.04      (0.02)      0.33      0.28 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.59)     (0.18)     (0.54)    (0.48)     (0.43)     (0.48)    (0.43) 
Distributions (from 
capital gain)                     --         --         --        --         --         --        -- 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Total distributions              (0.59)     (0.18)     (0.54)    (0.48)     (0.43)     (0.48)    (0.43) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $ 9.62     $ 9.62     $ 9.60    $ 9.37     $ 9.37     $ 9.81    $ 9.82 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                      9.3%       3.3%       8.5%      0.4%      (0.2%)      3.4%      2.9% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                        $6,343       $941    $65,608     $4,913   $88,909     $7,169   $123,857 
Ratio of expenses to average 
net assets                         1.0%       1.7%*      1.5%      0.9%       1.4%       1.0%      1.5% 
Ratio of net investment 
income to average net assets       6.3%       5.4%*      5.7%      4.9%       4.4%       4.9%      4.4% 
Portfolio turnover rate          173.4%     173.4%     173.4%     86.2%      86.2%     112.7%    112.7% 
</TABLE>

<TABLE>
<CAPTION>
                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 
                                                        Period Ended 
                                                        September 30, 
                                                     -------------------- 
                                 1992       1992     1991(34)  1991(34) 
 ----------------------------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>         <C>       <C>     
Net asset value, beginning 
of period                       $ 10.03   $  10.03    $10.00    $ 10.00 
                               ---------- ---------- ---------- ---------- 
Income From Investment 
Operations 
Net investment income              0.60(35)   0.55(35)  0.07(36)   0.07(36) 
Net gains or losses on 
securities (both realized 
and unrealized)                   (0.04)     (0.03)     0.03       0.03 
                               ---------- ---------- ---------- ---------- 
Total from investment 
operations                         0.56       0.52      0.10       0.10 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)                (0.62)     (0.57)    (0.07)     (0.07) 
Distributions (from 
capital gain)                     (0.01)     (0.01)     --         -- 
                               ---------- ---------- ---------- ---------- 
Total distributions               (0.63)     (0.58)    (0.07)     (0.07) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end of 
period                          $  9.96   $   9.97    $10.03    $ 10.03 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                       5.8%       5.4%      8.5%       8.6% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $13,535   $135,655      $844    $32,052 
Ratio of expenses to average 
net assets                          0.9%       1.3%      0.4%*      0.9%* 
Ratio of net investment 
income to average net assets        6.0%       5.5%      5.3%*      5.0%* 
Portfolio turnover rate           132.8%     132.8%    114.6%     114.6% 
</TABLE>

(33) The distribution of Class B shares commenced on May 22, 1995. 
(34) The Fund commenced operations on August 16, 1991. 
(35) Reflecting voluntary waiver of investment advisory fee of $138,110 (.02 
     per share) by the Manager as more fully described in Note 3(a) to the 
     Financial Statements. 
(36) Reflecting expense reduction of $2,957 (.00 per share) and voluntary 
     waiver of investment advisory fee of $29,149 (.01 per share) by the 
     Manager as more fully described in Note 3(a) to the Financial 
     Statements. 
   * Annualized 

<PAGE>
PIMCO Advisors Funds                                                          21
- --------------------------------------------------------------------------------
 
Financial Highlights 

The following schedule of financial highlights for the Money Market Fund is 
for shares outstanding throughout the periods listed. 

<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------- 
                                Money Market Fund 
                                Class A   Class B    Class C   Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
                                                       Year ended September 30, 
                              --------------------------------------------------------------------------- 
                                 1995     1995(37)     1995      1994       1994       1993      1993 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>        <C>        <C>       <C>        <C>        <C>     
Net asset value, beginning 
of period                       $  1.00   $  1.00    $  1.00    $  1.00   $  1.00    $  1.00    $  1.00 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.054(39) 0.007      0.054(39)  0.030(40) 0.030(40)  0.025(41)  0.025(41) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.054)   (0.007)    (0.054)    (0.030)   (0.030)    (0.025)    (0.025) 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $  1.00   $  1.00    $  1.00    $  1.00   $  1.00    $  1.00    $  1.00 
                               ========== ========== ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                       5.4%      0.7%       5.4%       3.0%      3.0%       2.5%       2.5% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                       $13,553       $21   $69,364    $12,933   $84,064     $3,729    $44,657 
Ratio of expenses to average 
net assets                         0.49%     1.46%*     0.50%      0.75%     0.75%      0.75%      0.75% 
Ratio of net investment 
income to average net assets       5.40%     4.79%*     5.37%      3.38%     3.18%      2.47%      2.51% 
</TABLE>

<TABLE>
<CAPTION>
                               Class A    Class C    Class A   Class C 
                               ---------- ---------- ---------- ---------- 

                                 1992       1992     1991(38)    1991 
 ----------------------------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>        <C>        <C>     
Net asset value, beginning 
of period                       $  1.00   $  1.00    $  1.00    $  1.00 
                               ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.032(42) 0.034(42)  0.029      0.053 
                               ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.032)   (0.034)    (0.029)    (0.053) 
                               ---------- ---------- ---------- ---------- 
Net asset value, end of 
period                          $  1.00   $  1.00    $  1.00    $  1.00 
                               ========== ========== ========== ========== 
Total Return (without 
sales charge)                       3.2%      3.4%       2.9%       5.3% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $   655   $50,761    $   275    $63,751 
Ratio of expenses to average 
net assets                          0.9%      1.0%       1.1%*      1.5% 
Ratio of net investment 
income to average net assets        3.2%      3.4%       4.8%*      5.5% 
</TABLE>

(37) The distribution of Class B shares commenced on July 17, 1995. 
(38) The distribution of Class A shares commenced on March 5, 1991. 
(39) Reflecting voluntary waiver of investment advisory fee of $23,048 (.000 
     per share) by the Manager as more fully described in Note 3(a) to the 
     Financial Statements. 
(40) Reflecting voluntary waiver of investment advisory fee of $142,336 (.002 
     per share) by the Manager as more fully described in Note 3(a) to the 
     Financial Statements included in the Statement of Additional 
     Information. 
(41) Reflecting voluntary waiver of investment advisory fee of $160,471 (.003 
     per share) by the Manager as more fully described in Note 3(a) to the 
     Financial Statements included in the Statement of Additional 
     Information. 
(42) Reflecting voluntary waiver of investment advisory fee of $31,042 (.001 
     per share) by the Manager as more fully described in Note 3(a) to the 
     Financial Statements included in the Statement of Additional 
     Information. 
   * Annualized 

<TABLE>
<CAPTION>
                               ----------------------------------------------------- 
                                 Money Market Fund 
                                                     Class C 
                               ----------------------------------------------------- 
                                            Year ended September 30, 
                               ----------------------------------------------------- 
                                 1990       1989       1988      1987       1986 
 ----------------------------- ---------- ---------- ---------- ---------- ---------- 
<S>                             <C>       <C>        <C>        <C>       <C>     
Net asset value, beginning 
of period                       $  1.00   $  1.00    $  1.00    $  1.00   $  1.00 
                               ---------- ---------- ---------- ---------- ---------- 
Income from investment 
operations 
Net investment income             0.069     0.077      0.057      0.043     0.047 
                               ---------- ---------- ---------- ---------- ---------- 
Less Distributions 
Dividends (from net 
investment income)               (0.069)   (0.077)    (0.057)    (0.043)   (0.047) 
                               ---------- ---------- ---------- ---------- ---------- 
Net asset value, end 
of period                       $  1.00   $  1.00    $  1.00    $  1.00   $  1.00 
                               ========== ========== ========== ========== ========== 
Total Return (without 
sales charge)                       6.9%      7.7%       5.7%       4.3%      4.7% 
Ratios/Supplemental Data 
Net assets, end of period 
(in 000's)                      $104,002   $104,198    $98,896    $64,291   $13,936 
Ratio of expenses to average 
net assets                          1.6%      1.6%       1.6%       1.7%      2.1% 
Ratio of net investment 
income to average net assets        6.9%      7.7%       5.7%       4.6%      4.6% 
</TABLE>

<PAGE>
22  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Investment Objectives and Policies 

PIMCO Advisors Equity Funds 
The PIMCO Advisors Equity Funds consist of nine Funds with the objectives and 
policies set forth below. Under normal market conditions, each of the Equity 
Funds (other than the Precious Metals Fund) will invest at least 65% of its 
assets in equity securities (income-producing equity securities in the case 
of the Equity Income Fund), including common stocks, preferred stocks and 
securities (including debt securities and warrants) convertible into or 
exercisable for common stocks. 

As indicated below, the Equity Funds invest in companies whose equity 
capitalizations (i.e., the number of shares times the market price per share) 
range from small to medium to large. Generally, small equity capitalization 
is less than $1 billion and large equity capitalization is more than $5 
billion. Whether an issuer's equity capitalization is medium is determined by 
reference to the capitalization for all issuers whose equity securities are 
listed on a United States national securities exchange or which are reported 
on NASDAQ. Issuers with market capitalization within the range of 
capitalization of companies included in the S&P Mid Cap 400 Index are regarded
as being issuers with medium equity capitalization. 

Equity Income Fund seeks long-term growth of capital and current income. The 
Fund invests primarily in a variety of income-producing equity securities. 
Income-producing equity securities include common stocks that pay dividends, 
preferred stocks and securities (including debt securities) that are 
convertible into common stocks ("convertible securities"). Under unusual 
conditions, for temporary defensive purposes, the Fund may invest up to 100% 
of its assets in non-convertible debt securities. The Fund invests in common 
stocks of companies with small, medium and large equity capitalizations. 

The Fund may invest without limit in preferred stocks and convertible 
securities rated at least B by Moody's Investors Service, Inc. ("Moody's") or 
Standard & Poor's Corporation ("S&P") (or similarly rated by another 
Nationally Recognized Statistical Rating Organization ("NRSRO"), or unrated 
but determined by the Fund's sub-adviser to be of comparable quality), and 
may invest up to 10% of its total assets in convertible securities rated 
below B by Moody's or S&P (or similarly rated by another NRSRO or unrated but 
determined by the sub-adviser to be of comparable quality). Securities rated 
Ba or below by Moody's or BB or below by S&P (or of similar quality) are not 
considered to be of "investment grade" quality. These lesser rated debt 
securities may involve special risks. See "Description and Risks of Fund 
Investments -- Risks of High Yield Bonds." The Fund will not invest in 
convertible securities that are in default at the time of acquisition. 

The non-convertible debt securities in which the Fund may invest include 
corporate or government debt securities of any maturity, including zero 
coupon securities. These non-convertible debt securities may be rated B or 
higher by Moody's or S&P (or similarly rated by another NRSRO or unrated and 
determined by the subadviser to be of comparable quality), but no more than 
35% of the Fund's total assets will be invested in nonconvertible debt 
securities rated below investment grade quality by two NRSROs at the time of 
purchase (or unrated but determined by the sub-adviser to be of comparable 
quality). See "Description and Risks of Fund Investments -- Credit Ratings 
and NRSROS" for an explanation of securities ratings. 

See "Additional Investment Techniques Used By The Equity Funds" below for a 
list of additional investments that the Fund may make. 

Value Fund seeks long-term growth of capital and current income. The Fund 
invests primarily in common stocks of companies that are characterized by having
below-average price to earnings ("P/E") ratios and/or higher dividend yields 
relative to their industry groups. In selecting stocks, a universe of 
approximately 2,500 stocks, each of companies having minimum capitalizations 
of $200 million, is classified by industry. The universe is then analyzed to 
find the lowest P/E and/or highest yielding stocks in each industry, subject 
to quality, earnings and price momentum screens. The stocks with the lowest 
P/E ratios and/or highest dividend yields in each industry that meet the 
quality, earnings and price momentum criteria are selected for the Fund. 
Although quarterly rebalancing is a general rule, replacements are made 
whenever an alternative stock within the same industry has a significantly 
lower P/E ratio or higher dividend yield than the current Fund holding. 

See "Additional Investment Techniques Used By The Equity Funds" below for a 
list of additional investments that the Fund may make. 

Growth Fund seeks long-term growth of capital. Income is an incidental 
consideration. The Fund invests primarily in common stocks of companies with 
medium to large equity capitalizations. See "Additional Investment Techniques 
Used By The Equity Funds" below for a list of additional investments that the 
Fund may make. 

<PAGE>
PIMCO Advisors Funds                                                          23
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Target Fund seeks capital appreciation. No consideration is given to income. The
Fund invests primarily in common stocks of companies with medium equity
capitalizations. See "Additional Investment Techniques Used By The Equity Funds"
below for a list of additional investments that the Fund may make.

Discovery Fund seeks capital appreciation. No consideration is given to income.
The Fund invests primarily in common stocks of small companies with equity
capitalizations of $500 million to $1 billion which exhibit favorable growth
characteristics and reasonable valuations. The Fund is intended for equity
investors seeking above average gains who are willing to accept the greater
risks associated therewith. See "Risks of Investment in Companies with Small and
Medium Equity Capitalizations" under "Description and Risks of Fund Investments"
for a description of certain of such risks. See "Additional Investment
Techniques Used By The Equity Funds" below for a list of additional investments
that the Fund may make.

Opportunity Fund seeks capital appreciation. No consideration is given to
income. The Fund is currently closed to new investors. The Fund invests
primarily in common stocks of companies with small equity capitalizations. The
Fund is intended for aggressive investors seeking above average gains and
willing to accept the greater risks associated therewith. See "Additional
Investment Techniques Used By The Equity Funds" below for a list of additional
investments that the Fund may make.

Innovation Fund seeks capital appreciation. No consideration is given to income.
The Fund will invest primarily (i.e. at least 65% of its assets) in common
stocks of companies which utilize innovative technologies to gain a strategic
competitive advantage in their industry as well as companies that provide and
service those technologies. Securities will be selected with minimal emphasis on
more traditional factors such as growth potential or value relative to intrinsic
worth. Instead, the Fund will be guided by the theory of Positive Momentum &
Positive Surprise, with special emphasis on common stocks of companies whose
perceived strength lies in their use of innovative technologies in new products,
enhanced distribution systems and improved management techniques. Although the
Fund emphasizes the utilization of technologies, it is not restricted to
investment in companies in a particular business sector or industry. See
"Additional Investment Techniques Used By The Equity Funds" below for a list of
additional investments that the Fund may make.

International Fund seeks capital appreciation through investments in an
international portfolio. Income is an incidental consideration. Under normal
market conditions, at least 65% of the International Fund's total assets will be
invested in common stocks, which may or may not pay dividends, as well as
convertible bonds, convertible preferred stocks, warrants, rights or other
equity securities for a combination of capital appreciation and income.
Convertible securities may include securities convertible only by certain
classes of investors (which may not include the Fund), but the Fund may not
invest in convertible securities which are of less than investment grade quality
at the time of purchase. The Fund invests in companies with small, medium and
large equity capitalizations.

The International Fund will normally invest in securities traded in foreign 
securities markets with particular consideration given to investments 
principally traded in North and South American (other than United States), 
Japanese, European, Pacific and Australian securities markets, and in foreign 
securities traded on United States' securities markets. Investing in foreign 
securities and securities of foreign issuers presents special risks. See 
"Risks of Foreign Investments" under "Description and Risks of Fund 
Investments" below. The Fund will also invest in emerging markets, where 
markets may not yet fully reflect the potential of the developing economy. 
There are no prescribed limits on geographic asset distribution and the 
International Fund has the authority to invest in securities traded in 
securities markets of any country in the world. In allocating the 
International Fund's assets among the various securities markets of the 
world, the Fund's sub-adviser will consider such factors as the condition and 
growth potential of the various economies and securities markets, currency 
and taxation considerations and other pertinent financial, social, national 
and political factors. Under certain adverse investment conditions, the 
International Fund may restrict the number of securities markets in which its 
assets will be invested, although under normal market circumstances the 
Fund's investments will involve securities principally traded in at least 
three different countries. The Fund will not limit its investments to any 
particular type or size of company. 

The International Fund may invest up to 10% of its assets in securities of 
other investment companies, such as closed-end investment management 
companies which invest in foreign markets. See "Description and Risks of Fund 
Investments--Investment in Investment Companies." 

The Fund will not normally invest in securities of United States issuers 
traded on United States securities 

<PAGE>
24  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
markets. However, when the sub-adviser believes that conditions in 
international securities markets warrant a defensive investment strategy, the 
International Fund may invest up to 100% of its assets in domestic debt, 
foreign debt and equity securities principally traded in the United States, 
including the money market instruments described under "Description and Risks 
of Fund Investments--Money Market Instruments," obligations issued or 
guaranteed by the U.S. or a foreign government or their respective agencies, 
authorities or instrumentalities or corporate bonds and sponsored American 
Depository Receipts. 

See "Additional Investment Techniques Used By The Equity Funds" below for a 
list of additional investments that the Fund may make. 

Precious Metals Fund seeks capital appreciation. No consideration is given to
income. The Precious Metals Fund concentrates investments in a global portfolio
of common stocks of companies principally engaged in precious metal-related
activities which include companies principally engaged in the extraction,
processing, distribution or marketing of precious metals (the "precious metals
industry"). A particular company is deemed to be "principally engaged" in the
precious metals industry if at the time of investment the Fund's sub-adviser
considers that at least 50% of the company's assets, revenues or profits are
derived from the precious metals industry. Normally at least 65% of the assets
of the Precious Metals Fund will be invested in the precious metals industry
plus securities the value of which is linked to the price of a precious metal.
See "Precious Metals" under "Description and Risks of Fund Investments" below.
The Fund invests in companies with small, medium and large equity
capitalizations.

The Precious Metals Fund will seek to identify securities of companies which, 
based upon the sub-adviser's evaluation of their fundamental investment 
characteristics, are undervalued in comparison to the present or anticipated 
value of the precious metals relevant to them. Examples of precious metals 
include gold, silver and platinum. To the extent permitted by state 
securities laws and federal tax law, the Precious Metals Fund may invest 
directly in gold bullion and other precious metals. The Precious Metals Fund 
has no present intention of investing directly in precious metals other than 
gold. 

The Precious Metals Fund does not presently intend to invest more than 10% of 
its assets in either precious metals such as gold bullion or in futures on 
precious metals, such as gold futures, and options thereon. The Precious 
Metals Fund may invest up to 100% of its assets in securities principally 
traded on foreign securities markets and in securities of foreign issuers 
that are traded on U.S. securities markets, including American Depository 
Receipts, and may invest up to 100% of its assets in securities of companies 
whose assets, revenues or profits are derived from a single precious metal. 
At the present time, the Precious Metals Fund has no intention of investing 
more than 5% of its assets in securities the value of which is linked to the 
price of a single precious metal. 

For temporary defensive purposes, the Precious Metals Fund may invest up to 
100% of its net assets in any combination of high-quality, short- or 
long-term debt instruments or in common, preferred or convertible securities. 

The Precious Metals Fund, because of its emphasis on one industrial sector, 
should be considered as one aspect of a diversified portfolio and may not be 
suitable by itself as a balanced investment program. See "Additional 
Investment Techniques Used By The Equity Funds" below for a list of 
additional investments that the Fund may make. 

Additional Investment Techniques Used By The Equity Funds
 
All of the Equity Funds may invest in convertible securities (including 
convertible debt securities) which generally convert into common stock at 
either a stated price or stated rate. The International Fund may invest in 
securities convertible only by certain classes of investors (which may not 
include the Fund). The Equity Income Fund may also invest in so-called 
"synthetic" convertible securities, which are composed of two or more 
different securities whose investment characteristics, taken together, 
resemble those of convertible securities. For example the Equity Income Fund 
may purchase a non-convertible debt security and a warrant or option. 

The Equity Income, Value, Growth, Target, Discovery, Opportunity, and 
Innovation Funds each may invest up to 15% of their assets in securities 
which are traded principally in securities markets outside of the United 
States (Eurodollar certificates of deposit are excluded for purposes of these 
limitations), and may also invest without limit in securities of foreign 
issuers that are traded in U.S. securities markets. The International and 
Precious Metals Funds may invest primarily in such securities. 

Each of the Equity Funds may engage in transactions in options and futures 
contracts either to adjust the risk/return characteristics of the Funds' 
portfolios and/or, in the case of written options, to increase current 
income. 

<PAGE>
PIMCO Advisors Funds                                                          25
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Each of the Equity Funds may write covered call and covered put options on 
any security that it is eligible to purchase. Each Equity Fund may also 
purchase put and call options on securities it is eligible to purchase. The 
Equity Funds may each buy and sell (write) stock index options. In the case 
of written call options on stock indices the Fund(s) will own corresponding 
securities whose historic volatility correlates with that of the index. The 
International and Precious Metals Funds may buy and sell stock index futures 
contracts and options on stock index futures contracts. The Precious Metals 
Fund may purchase and sell futures contracts on precious metals (such as 
gold), and purchase and write options on commodity indices and on precious 
metals futures contracts. Some of the derivative instruments and transactions 
used by the Equity Funds described above have speculative and/or leveraging 
characteristics. Certain limitations on such transactions are imposed by the 
Investment Company Act and the Commodity Exchange Act. See "Derivatives" and 
"Investment Restrictions" in the Statement of Additional Information. 

Each of the Equity Funds may buy or sell foreign currencies or may deal in 
forward foreign currency contracts. The International and Precious Metals 
Funds may also invest in currency futures contracts and related options. The 
Equity Funds will utilize such transactions in foreign currencies for the 
purpose of hedging against foreign currency exchange risk arising from a 
Fund's investment or anticipated investment in securities denominated in 
foreign currencies, and, in the case of the International Fund, for the 
purpose of shifting exposure to foreign currency fluctuations from one 
currency to another. See "Other Foreign Currency Transactions" under 
"Description and Risks of Fund Investments" below. 

Each of the Equity Funds may lend its portfolio securities to brokers, 
dealers and other financial institutions to earn income; purchase warrants on 
securities that it is eligible to purchase; enter into repurchase agreements 
with banks and broker-dealers; make short sales of securities held in the 
Fund's portfolio or which the Fund has the right to acquire without the 
payment of further consideration; and purchase and sell securities on a 
when-issued or delayed delivery basis and enter into forward commitments to 
purchase securities. Each of the Equity Funds may also purchase "illiquid 
securities" so long as no more than 15% of that Fund's net assets would be 
invested in illiquid securities after giving effect to the purchase. Each of 
the Equity Funds may also invest a portion and, for temporary defensive 
purposes, up to 100% of its assets in the money market instruments described 
in "Money Market Instruments" under "Description and Risks of Fund 
Investments" below. 

For a description of the securities and investment techniques listed above 
and the risks associated with them, see "Description and Risks of Fund 
Investments" below. 

PIMCO Advisors Income Funds The PIMCO Advisors Income Funds consist of six
diversified Funds and one non-diversified Fund (the Global Income Fund) with the
objectives and policies set forth below. Each of the Income Funds (other than
the Tax Exempt and Money Market Funds) will invest at least 65% of its assets in
the following types of securities which, except as specifically provided
otherwise in the description of the Funds that follow, may be issued by domestic
or foreign entities and denominated in U.S. dollars or foreign currencies:
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government securities"); corporate debt securities;
corporate commercial paper; mortgage and other asset-backed securities; variable
and floating rate debt securities; 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, international agencies or supranational entities; and
foreign currency exchange- related securities, including foreign currency
warrants. Each of the Income Funds may hold different percentages of its assets
in these various types of securities.

Global Income Fund is a non-diversified portfolio which seeks maximum total
return, consistent with the preservation of capital. The Fund invests primarily
in investment grade U.S. and foreign fixed-income securities and seeks an
intermediate portfolio duration of three to six years. See "Duration" below.
"Investment grade" fixed-income securities are securities rated in one of the
four highest ratings categories by the NRSROs (e.g., Baa or higher by Moody's
and BBB or higher by S&P), or determined to be of comparable quality by the
Fund's sub-adviser. See "Description and Risks of Fund Investments -- Credit
Ratings and NRSROs" below. As a non-diversified portfolio, the Fund may invest a
relatively high percentage of its assets in the securities of relatively few
issuers which the Fund's sub-adviser deems to be attractive investments. Such
concentration may increase the risk of loss to the Fund should there be a
decline in the market value of any one portfolio security. See "Description and
Risks of Fund Investments -- Diversified and Non-Diversified Portfolios" below.

<PAGE>
26  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
The Fund invests in a non-diversified portfolio of fixed-income securities 
denominated in major 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 the Fund's assets will be invested in 
fixed-income securities of issuers located in at least three countries (one 
of which may be the United States). The Fund may purchase put and call 
options, sell (write) covered options, and enter into futures contracts and 
options on futures contracts for hedging, investment and risk management 
purposes. The Fund may also write options in connection with buy-and-write 
transactions, and use index futures or foreign indices for investment, 
anticipatory hedging and risk management. See "Options on Securities, 
Securities Indices, and Currencies" and "Futures Contracts and Options on 
Futures Contracts" under "Description and Risks of Fund Investments" below. 
The Fund may also hold foreign currencies in demand deposits in order to 
facilitate trading in non-U.S. dollar-denominated securities, and may buy and 
sell currencies and use forward foreign currency exchange contracts, currency 
futures contracts and related options, currency swap contracts and options on 
currencies for hedging and for currency risk management. See "Description and 
Risks of Fund Investments -- Other Foreign Currency Transactions" below. In 
addition, the Fund may use "synthetic bonds" and "synthetic foreign currency 
denominated securities" to approximate desired risk/return profiles where the 
non-synthetic securities are either unavailable or possess undesirable 
characteristics. See the description of "synthetic bonds" and "synthetic 
foreign currency denominated securities" in "Additional Investment Techniques 
Used By The Income Funds" below. 

Depending on the sub-adviser's current opinion as to the proper allocation of 
assets among domestic and foreign issuers, investments in the securities of 
issuers located outside the United States will normally vary between 25% and 
75% of the Fund's assets. The Fund expects to hedge its foreign currency 
exposure so that generally no more than 25% of the Fund's total net assets 
will be invested in unhedged foreign currency denominated securities. The 
Fund may invest up to 10% of its assets in fixed-income securities that are 
rated below investment grade but rated at least B by Moody's or S&P (or 
similarly rated by another NRSRO or, if unrated, determined by the 
sub-adviser to be of comparable quality). See "Description and Risks of Fund 
Investments -- Credit Ratings and NRSROs" below. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used by The Income Funds" below. 

High Income Fund-seeks maximum total return, consistent with preservation of
capital. The Fund seeks a portfolio duration of two to six years. See "Duration"
below. The Fund seeks to achieve its objective by investing primarily in higher
yielding lower-rated fixed-income securities and invests under normal
circumstances at least 65% of its assets in a diversified portfolio of U.S.
dollar-denominated fixed-income securities of domestic and foreign issuers rated
below investment grade but rated at least B by Moody's or S&P (or similarly
rated by another NRSRO or, if unrated, determined by the Fund's sub-adviser to
be of comparable quality). Such securities are colloquially referred to as "junk
bonds," and are referred to herein as "High Yield Securities." The Fund also may
invest in loan participations and engage in hedging strategies involving equity
options (e.g., the Fund may write call options as a partial hedge -- to the
extent of the premium received -- or purchase put options on the stock of
companies whose high yield debt instruments are owned by the Fund). Loan
participations may be treated as illiquid securities. The remainder of the
Fund's assets will be invested in U.S. dollar- or foreign currency-denominated
investment grade fixed-income securities. See "Credit Ratings and NRSROs" under
"Description and Risks of Fund Investments" below. The Fund may invest up to 20%
of its assets in securities denominated in foreign currencies. In addition, the
Fund may use "synthetic bonds" and "synthetic foreign currency denominated
securities" to approximate desired risk/return profiles where the non-synthetic
securities are either unavailable or possess undesirable characteristics. See
the description of "synthetic bonds" and "synthetic foreign currency denominated
securities" in "Additional Investment Techniques Used By The Income Funds"
below.

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 risk, including 
the risk of default or bankruptcy of the issuer of such securities. For a 
further discussion of the special risks of investment in lower rated 
securities, see "Risks of High Yield Bonds" under "Description and Risks of 
Fund Investments" below. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used By The Income Funds" below. 

Total Return Income Fund seeks maximum total return, consistent with
preservation of capital. The Fund invests primarily in investment grade 
fixed-income secu- 

<PAGE>
PIMCO Advisors Funds                                                          27
- --------------------------------------------------------------------------------
 
rities and seeks a portfolio duration of three to six years. See "Duration" 
below. The Fund may invest up to 10% of its assets in fixed-income securities 
that are rated below investment grade but rated at least B by Moody's or S&P 
(or similarly rated by another NRSRO or, if unrated, determined by the Fund's 
sub-adviser to be of comparable quality). The Fund will maintain an overall 
dollar-weighted average quality of at least A (as rated by Moody's or S&P or 
of comparable quality). See "Credit Ratings and NRSROs" under "Description 
and Risks of Fund Investments" below. The Fund may also invest up to 20% of 
its assets in securities denominated in foreign currencies. In addition, the 
Fund may use "synthetic bonds" and "synthetic foreign currency denominated 
securities" to approximate desired risk/return profiles where the 
non-synthetic securities are either unavailable or possess undesirable 
characteristics. See the description of "synthetic bonds" and "synthetic 
foreign currency denominated securities" in "Additional Investment Techniques 
Used By The Income Funds" below. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used By The Income Funds" below. 

Tax Exempt Fund seeks high current income exempt from federal income tax,
consistent with preservation of capital, by investing in debt securities whose
interest is, in the opinion of bond counsel for the issuer at the time of
issuance, exempt from federal income tax ("Tax Exempt Bonds"). Tax Exempt Bonds
generally are issued by states and local governments and their agencies,
authorities and other instrumentalities. It is a policy of the Fund that, under
normal market conditions, at least 80% of its net assets will be invested in Tax
Exempt Bonds rated Baa or higher by Moody's or BBB or higher by S&P, or which
are similarly rated by another NRSRO or if unrated, determined by the Fund's
sub-adviser to be of quality comparable to obligations so rated. Tax Exempt
Bonds rated in the fourth highest rating category (e.g. Baa by Moody's) may be
considered to possess some speculative characteristics by certain NRSROs. The
Fund seeks a portfolio duration of 3 to 10 years. See "Duration" below.

The Fund may invest up to 20% of its net assets, under normal market 
conditions, in any combination of (1) Tax Exempt Bonds which are rated at 
least Ba by Moody's or BB by S&P (or similarly rated by another NRSRO or, if 
unrated, determined by the sub-adviser to be of comparable quality) and (2) 
U.S. Government securities, money market instruments or "private activity" 
bonds (see "Taxes"). Securities rated below investment grade and comparable 
unrated securities are subject to greater risks than higher quality bonds. 
See "Risks of High Yield Bonds" under "Description and Risks of Fund 
Investments" below. For temporary defensive purposes the Fund may invest all 
or a portion of its assets in U.S. Government securities and money market 
instruments. Dividends to Fund shareholders derived from money market 
instruments and U.S. Government securities are taxable as ordinary income. 
The Fund may seek to reduce fluctuations in its net asset value by engaging 
in portfolio strategies involving options on securities, futures contracts, 
and options on futures contracts as described below under "Derivatives" under 
"Description and Risks of Fund Investments" below. Any gain derived by the 
Fund from the use of such instruments will be treated as a combination of 
shortterm and long-term capital gain and, if not offset by realized capital 
losses incurred by the Fund, will be distributed to shareholders and will be 
taxable to shareholders as a combination of ordinary income and long-term 
capital gain. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used By The Income Funds" below. 

U.S. Government Fund seeks maximum total return, consistent with preservation of
capital. It is a policy of the U.S. Government Fund to invest 100% of its assets
in U.S. Government securities, related repurchase agreements, put and call
options on U.S. Government securities and futures contracts with respect to U.S.
Government securities and options thereon. The Fund intends to maintain a
portfolio duration of 3-6 years. See "Duration" below. The Fund may purchase
collateralized mortgage obligations ("CMOs") issued by a U.S. Government
instrumentality, invest in "zero coupon" U.S. Government securities or in
certificates representing rights to receive payments of the interest only or
principal only of U.S. Government securities ("IO/PO Strips"). The Fund may seek
to increase its current income and to reduce fluctuation in its net asset value
by engaging in portfolio strategies involving options on U.S. government
securities, futures contracts on U.S. Government securities and options thereon
and in repurchase agreements related to U.S. Government securities.

<PAGE>
28  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
The Fund may use "synthetic bonds" to approximate desired risk/return 
profiles where the non-synthetic securities are either unavailable or possess 
undesirable characteristics. See the description of "synthetic bonds" in 
"Additional Investment Techniques Used By The Income Funds" below. 

Investments in the U.S. Government Fund are neither insured nor guaranteed by 
the U.S. Government, and are subject to interest rate risk. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used By The Income Funds" below. 

Short-Intermediate Fund seeks current income, consistent with relatively low
volatility of principal. The Fund invests primarily in a diversified portfolio
of investment grade fixed-income securities of varying maturities and seeks a
portfolio duration of one to three years. See "Duration" below. The Fund may
invest up to 10% of its assets in fixed-income securities rated below investment
grade but rated B or higher by Moody's or S&P (or similarly rated by another
NRSRO or, if unrated, determined by the Fund's sub-adviser to be of comparable
quality), and may invest up to 20% of its assets in securities denominated in
foreign currencies. In addition, the Fund may use "synthetic bonds" and
"synthetic foreign currency denominated securities" to approximate desired
risk/return profiles where the non-synthetic securities are either unavailable
or possess undesirable characteristics. See the description of "synthetic bonds"
and "synthetic foreign currency denominated securities" in "Additional
Investment Techniques Used By the Income Funds" below.

The Fund will maintain an overall dollar weighted average quality of at least 
A (as rated by Moody's or S&P). See "Credit Ratings and NRSROs" under 
"Description and Risks of Fund Investments" below. 

For an explanation of other investments which the Fund may make, see 
"Additional Investment Techniques Used By the Income Funds" below. 

Money Market Fund seeks the maximum current income believed to be consistent
with preservation of capital and maintenance of liquidity by investing in a
portfolio of U.S. dollar-denominated short-term, fixed-income instruments 
which include: 

(bullet) short-term U.S. Government securities; 
(bullet) certificates of deposit and bankers' acceptances; 
(bullet) prime commercial paper; 
(bullet) high-quality, short-term corporate obligations; and 
(bullet) repurchase agreements with respect to U.S. Government securities. 

Although the Fund is of the type commonly known as a "money market fund," 
Class B and Class C shares of the Fund are intended only as a temporary 
investment for investors who are considering in which of the other Funds to 
invest or whose investment objectives have changed so that investment in a 
portfolio such as that of the Money Market Fund is suitable. Unlike most 
money market funds, the Fund imposes a contingent deferred sales charge on 
certain redemptions of Class B and Class C shares and does not offer 
redemption by check or other services frequently offered by money market 
funds. 

All of the Fund's investments will, at the time of investment, have remaining 
maturities of 397 days or less. The dollar-weighted average maturity of the 
Fund's portfolio will be 90 days or less. The Fund's investments are limited 
to those which, in accordance with standards established by the Trust's 
Trustees, are believed to present minimal credit risk. The Money Market Fund 
may invest up to 100% of its assets in bank obligations. Because of the high 
quality and short maturity of the Fund's investments, the Fund's yield may be 
lower than that of funds that invest in lower-rated securities and securities 
of longer maturities. Unlike investments which pay a fixed yield for a stated 
period of time, money market fund yields fluctuate. 

Additional Investment Techniques Used By The Income Funds
 
Each of the Income Funds (other than the Tax Exempt and Money Market Funds) 
may buy and sell interest rate futures contracts, futures contracts on 
securities and fixed-income securities indices (U.S. Government securities 
only in the case of the U.S. Government Fund) and options on such contracts 
for the purpose of hedging against changes in the value of securities which a 
Fund owns or anticipates purchasing due to anticipated changes in interest 
rates. Each of these Funds may also purchase put and call options and may 
write covered call and covered put options on any security that it is 
eligible to purchase. The Tax Exempt Fund may purchase put or call options on 
U.S. Government Securities, Tax Exempt Bonds and Tax Exempt Bond indices, 
purchase and sell futures contracts on U.S. Government Securities, Tax Exempt 
Bonds and Tax Exempt Bond indices, and purchase put and call options on such 
futures contracts. Each of the Income Funds that may invest in securities 
denominated in foreign currencies also may engage in foreign currency 
exchange transactions by means of buying or selling foreign currencies on a 
spot basis, entering into foreign currency forward contracts, and buying and 
selling foreign currency options, foreign currency futures, and options on 
foreign currency futures. Foreign currency 

<PAGE>
PIMCO Advisors Funds                                                          29
- --------------------------------------------------------------------------------
 
exchange transactions may be entered into for the purpose of hedging against 
foreign currency exchange risk arising from a Fund's investment or 
anticipated investment in securities denominated in foreign currencies. The 
Global Income, High Income, Total Return Income and Short-Intermediate Funds 
also may enter into foreign currency forward contracts and buy or sell 
foreign currency options for risk management purposes. Each of the Income 
Funds (other than the Tax Exempt and Money Market Funds) may enter into swap 
agreements for purposes of attempting to obtain a particular investment 
return at a lower cost to the Fund than if the Fund had invested directly in 
an instrument that provided the desired return. 

Certain of the Income Funds may combine futures contracts or options on 
fixed-income securities with cash, cash equivalent investments or other 
fixed-income securities in order to create "synthetic bonds" which 
approximate desired risk and return profiles. This may be accomplished where 
a "non-synthetic" security having the desired risk/return profile either is 
unavailable (e.g., short-term securities of certain foreign governments) or 
possesses undesirable characteristics (e.g., interest payments on the 
security would be subject to foreign withholding taxes). Certain of the 
Income Funds may also purchase foreign exchange forward contracts in 
conjunction with U.S. dollar-denominated securities in order to create a 
"synthetic foreign currency denominated security" which approximates desired 
risk and return characteristics where the non- synthetic securities either 
are not available in foreign markets or possess undesirable characteristics. 
When a Fund creates a "synthetic bond" with a futures contract, it will 
maintain in a segregated account with its custodian liquid high-quality 
fixed-income securities with a value at least equal to the notional value of 
the futures contract (less the amount of any initial or variation margin on 
deposit). 

The Global Income Fund may invest without limit in securities denominated in 
foreign currencies and the remaining Income Funds (other than the Tax Exempt, 
U.S. Government and Money Market Funds) may invest up to 20% of their assets 
in such securities. 

Each of the Income Funds may lend its portfolio securities to brokers, 
dealers and other financial institutions to earn income; enter into 
repurchase agreements with banks and broker-dealers; make short sales of 
securities held in the Fund's portfolio or which the Fund has the right to 
acquire without the payment of further consideration; and purchase and sell 
securities on a when-issued or delayed delivery basis and enter into forward 
commitments to purchase securities. Each of the Income Funds may also 
purchase "illiquid securities" so long as no more than 15% of that Fund's net 
assets would be invested in illiquid securities immediately after giving 
effect to the purchase. Each of the Income Funds may also invest a portion 
or, for temporary defensive purposes, up to 100% of its assets in the money 
market instruments described in "Money Market Instruments" under "Description 
and Risks of Fund Investments" below. 

See "Description and Risks of Fund Investments" for a more complete 
description of the securities and investment techniques listed above and the 
risks attendant with such securities and techniques. 

Total Return 

The "total return" sought by the Income Funds specified above will consist of 
interest and dividends from underlying securities, capital appreciation 
reflected in realized or unrealized increases in the value of portfolio 
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 a 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. When interest rates are falling, a portfolio with a shorter 
duration generally will not generate as high a level of total return as a 
portfolio with a longer 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 securities denominated 
in currencies other than the U.S. dollar also may be affected by movements in 
foreign currency exchange rates. 

<PAGE>
30  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
Duration 

Duration is a measure of the expected life of a fixed-income security that 
was developed as a more precise alternative to the concept of "term to 
maturity." Duration incorporates a bond's yield, coupon interest payments, 
final maturity and call features into one measure. Duration is one of the 
fundamental tools used by the sub-advisers in portfolio selection for the 
Income Funds. 

Most debt obligations provide interest ("coupon") payments in addition to a 
final ("par") payment at maturity. Some obligations also have call 
provisions. Depending on the relative magnitude of these payments, the market 
values of debt obligations may respond differently to changes in the level 
and structure of interest rates. 

Traditionally, a debt security's "term to maturity" has been used as a proxy 
for the sensitivity of the security's price to changes in interest rates 
(which is the "interest rate risk" or "volatility" of the security). However, 
"term to maturity" measures only the time until a debt security provides its 
final payment, taking no account of the pattern of the security's payments 
prior to maturity. Duration is a measure of the expected life of a 
fixed-income security on a present value basis. Duration takes the length of the
time intervals between the present time and the time that the interest and 
principal payments are scheduled or, in the case of a callable bond, expected 
to be received, and weights them by the present values of the cash to be 
received at each future point in time. For any fixed-income security with 
interest payments occurring prior to the payment of principal, duration is 
always less than maturity. In general, all other things being equal, the 
lower the stated or coupon rate of interest of a fixed-income security, the 
longer the duration of the security; conversely, the higher the stated or 
coupon rate of interest of a fixed- income security, the shorter the duration 
of the security. There are some situations where the standard duration 
calculation does not properly reflect the interest rate exposure of a 
security. For example, floating and variable rate securities often have final 
maturities of ten or more years; however, their interest rate exposure 
corresponds to the frequency of the coupon reset. 

Futures, options and options on futures have durations which, in general, are 
closely related to the duration of the securities which underlie them. 
Holding long futures (backed by a segregated account of cash and cash 
equivalents) or call option positions will lengthen a Fund's duration by 
approximately the same amount that holding an equivalent amount of the 
underlying securities would. 

Short futures or put option positions have durations roughly equal to the 
negative duration of the securities that underlie these positions, and have 
the effect of reducing portfolio duration by approximately the same amount 
that selling an equivalent amount of the underlying securities would. 

In some cases, duration cannot be calculated with certainty because certain 
assumptions have to be factored into the calculation. For example, in the 
case of mortgage pass-through securities, the stated final maturity of such 
securities is generally 30 years, but current and projected payment rates are 
more critical in determining the securities' interest rate exposure. In these 
and other similar situations, the sub-adviser will use more sophisticated 
analytical techniques that incorporate the anticipated economic life of a 
security into the determination of its interest rate exposure. Similarly, in 
the case of foreign securities, the sub-adviser uses fundamental analysis to 
predict the relationship of domestic and foreign interest rates for purposes 
of estimating the duration of the foreign securities. 

Description and Risks of
Fund Investments

The following describes in greater detail the securities and investment 
techniques used by the various PIMCO Advisors Funds, describes the risks 
associated with them and sets forth certain other information about the 
Funds. Additional information about the Funds' investment practices can be 
found in the Statement of Additional Information. 

Risks of Investment in Companies with Small 
and Medium Equity Capitalizations
 
Many of the Equity Funds may invest in companies with small equity 
capitalizations. The Opportunity Fund may invest primarily in such companies. 
The Discovery Fund invests primarily in small companies with equity 
capitalizations of $500 million to $1 billion which present risks similar to 
those of investments in companies with small equity capitalizations. These 
investments may include securities traded over-the-counter and securities of 
companies with limited operating histories. 

Such companies may have more restricted product lines or more limited 
financial resources than larger, more established companies. For these and 
other reasons, they may be more severely affected by economic downturns 

<PAGE>
PIMCO Advisors Funds                                                          31
- --------------------------------------------------------------------------------
 
or other adverse developments than are larger, more established companies. 
Trading volume of these companies' securities may also be low and their 
market values volatile. Many of the Equity Funds may also invest in companies 
with medium equity capitalizations. The Target Fund may invest primarily in 
such companies. Securities issued by such issuers share some of the risk 
characteristics of small equity capitalization securities described above, 
although medium equity capitalization issuers tend to have longer operating 
histories, broader product lines, and greater financial resources and their 
securities tend to be more liquid and less volatile than those of small 
equity capitalization issuers. 

Risks of Foreign Investments 

Many of the Funds may invest a portion of their assets in securities of 
foreign issuers, securities traded principally in securities markets outside 
the United States and/or securities denominated in foreign currencies. The 
Precious Metals Fund may invest primarily in such securities and the 
International and Global Income Funds may invest in such securities without 
limit. Such investments may involve certain special risks due to foreign 
economic, political and legal developments, including favorable or 
unfavorable changes in currency exchange rates, exchange control regulations 
(including currency blockage), expropriation of assets or nationalization, 
imposition of withholding taxes on dividend or interest payments, and 
possible difficulty in obtaining and enforcing judgments against foreign 
entities. Furthermore, foreign issuers are subject to different, often less 
comprehensive, accounting, reporting and disclosure requirements than 
domestic issuers. The securities of some foreign companies and foreign 
securities markets are less liquid and at times more volatile than securities 
of comparable U.S. companies and U.S. securities markets. Foreign brokerage 
commissions and other fees are also generally higher than in the United 
States. There are also special tax considerations which apply to securities 
of foreign issuers and securities principally traded overseas. 

The risks of investing in foreign securities may be intensified in the case of
investments in emerging markets or countries with limited or developing capital
markets. Security prices in emerging markets can be significantly more volatile
than in the more developed nations of the world, reflecting the greater
uncertainties of investing in less established markets and economies. In
particular, countries with emerging markets may have relatively unstable
governments, present the risk of nationalization of businesses, restrictions on
foreign ownership, or prohibitions of repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of
countries with emerging markets may be predominantly based on only a few
industries or dependent on revenues from particular commodities or on
international aid or development assistance, may be highly vulnerable to changes
in local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to increases in
trading volume, potentially making prompt liquidation of substantial holdings
difficult or impossible at times. Consequently, securities of issuers located in
countries with emerging markets may have limited marketability and may be
subject to more abrupt or erratic price movements. Also, such local markets
typically offer less regulatory protections for investors.

A Fund'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 Fund's 
income distributions to constitute returns of capital for tax purposes or 
require the Fund to make distributions exceeding book income to qualify as a 
regulated investment company for federal tax purposes. 

Money Market Instruments
 
The money market instruments in which the Money Market Fund invests include: 

 (1) short-term U.S. Government securities; 

 (2) certificates of deposit, bankers' acceptances and other bank obligations 
rated in the two highest rating categories by at least two Nationally 
Recognized Statistical Rating Organizations ("NRSROs"), or, if rated by only 
one NRSRO, in such agency's two highest grades, or unrated but determined to 
be of comparable quality by the sub-adviser. Bank obligations must be those 
of a bank that has deposits in excess of $2 billion or that is a member of 
the Federal Deposit Insurance Corporation. The Fund may invest in obligations 
of U.S. branches or subsidiaries of foreign banks ("Yankee dollar 
obligations") or foreign branches of U.S. banks ("Eurodollar obligations"); 

 (3) commercial paper rated in the two highest rating categories by at least 
two NRSROs, or, if rated by only one NRSRO, in such agency's two highest 
grades, or if not rated, of comparable quality as determined by the 
sub-adviser; 

 (4) corporate obligations with a remaining maturity of 397 days or less 
whose issuers have outstanding 

<PAGE>
32  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
short-term debt obligations rated in the highest rating category by at least 
two NRSROs, or, if rated by only one NRSRO, in such agency's highest grade, 
or if not rated, of comparable quality as determined by the sub-adviser; and 

 (5) repurchase agreements with domestic commercial banks or registered 
broker-dealers. See "Repurchase Agreements" below. 

Federal law limits the percentage of the Money Market Fund's assets that may 
be invested in instruments that are not rated in the highest rating category 
(or that are unrated but determined to be of comparable quality by the 
sub-adviser). 

Each of the other Funds may also invest a portion or, for temporary defensive 
purposes, up to 100% of its assets in the foregoing kinds of money market 
instruments. 

In addition, the International Fund may invest in bankers' acceptances or 
negotiable bank certificates of deposit issued by United States or foreign 
banks having outstanding debt rated in the three highest rating categories by 
any NRSRO or, if not so rated, of equivalent investment quality as determined 
by the sub-adviser of those Funds; prime commercial paper issued by companies 
having an outstanding debt issue rated in the three highest rating categories 
by any NRSRO or, if not rated, of comparable quality as determined by the 
sub-adviser; and short-term corporate obligations rated in the three highest 
rating categories by any NRSRO or, if not rated, of comparable quality as 
determined by the sub-adviser. 

U.S. Government Securities 

"U.S. Government securities" are obligations of, or guaranteed by, the U.S. 
Government, its agencies or instrumentalities. Some U.S. Government 
securities (e.g., U.S. Treasury bills, notes and bonds, mortgage 
participation certificates guaranteed by the Government National Mortgage 
Association ("Ginnie Mae") and Federal Housing Administration debentures) are 
supported by the full faith and credit of the United States. Other U.S. 
Government securities are not backed by the full faith and credit of the U.S. 
Government, but instead are backed only by the credit of an agency or 
instrumentality, or by the discretionary authority of the U.S. Government to 
purchase the issuing entity's obligations. Agencies or instrumentalities 
whose obligations are not backed by the full faith and credit of the U.S. 
Government include, among others, the Federal Home Loan Mortgage Corporation, 
Federal Home Loan Banks, the Federal National Mortgage Association ("Fannie 
Mae"), the Tennessee Valley Authority and the Bank for Cooperatives. 

U.S. Government securities generally do not involve the credit risks 
associated with investments in other types of fixed-income securities, 
although, as a result, the yields available from U.S. Government securities 
are generally lower than the yields available from otherwise comparable 
corporate fixed-income securities. Like other fixed-income securities, 
however, the values of U.S. Government securities change as interest rates 
fluctuate. Fluctuations in the value of portfolio securities will in many 
cases not affect interest income on existing portfolio securities, but will 
be reflected in a Fund's net asset value. Because the magnitude of these 
fluctuations will generally be greater at times when a Fund's average 
maturity is longer, under certain market conditions a Fund may invest in 
short-term investments yielding lower current income rather than investing in 
higher-yielding long-term securities. 

U.S. Government securities include mortgage-backed securities that are 
guaranteed by a federal agency or collateralized mortgage obligations 
("CMOs") issued by a U.S. Government instrumentality. See "Mortgage-Related 
and Other Asset-Backed Securities" below. 

Some U.S. Government securities are "zero coupon" securities (see "Zero 
Coupon and Pay-in-Kind Securities" below) or are certificates representing 
rights to receive payments of the interest only or the principal only of U.S. 
Government securities ("IO/PO Strips"). IO/PO Strips tend to be more volatile 
than other types of U.S. Government securities. Mortgage-backed I0 Strips 
involve the additional risk of loss of the entire value of the investment if 
the underlying mortgages are prepaid. 

Diversified and Non-Diversified Portfolios
 
As diversified companies under the Investment Company Act of 1940 (the "1940 
Act"), each Fund (other than the Global Income Fund) may (i) invest no more 
than 5% of its assets in the securities of any one issuer, although up to 25% 
of each Fund's assets may be invested without regard to this restriction and 
(ii) may not own more than 10% of the outstanding voting securities of any 
single issuer. 

In contrast, the Global Income Fund is a "non-diversified company" under the 
1940 Act and is therefore not subject to the diversification requirements 
stated above. As a non-diversified company, the Global Income Fund may invest 
a relatively high percentage of its assets in the securities of relatively 
few issuers which the Fund's sub-adviser deems to be attractive investments. 
Such concentration may, however, increase the 

<PAGE>
PIMCO Advisors Funds                                                          33
- --------------------------------------------------------------------------------
 
risk of loss to the Fund should there be a decline in the market value of any 
one portfolio security. Accordingly, investment in the Global Income Fund may 
entail greater risks in this regard than investments in the diversified 
Funds. 

Corporate Debt Securities
 
Corporate debt securities include corporate bonds, debentures, notes and 
other similar corporate debt instruments, including convertible securities. 
Debt securities may be acquired with warrants attached. Corporate 
income-producing securities may also include forms of preferred or preference 
stock. 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, to the price of certain commodities or 
to a security or an index of securities. 

Investments in corporate debt securities that are below investment grade 
(e.g., rated below Baa by Moody's or BBB by S&P) are described as 
"speculative" both by Moody's and S&P. Such securities are sometimes referred 
to as "junk bonds," and may be subject to greater market fluctuations, less 
liquidity and greater risk of loss of income or principal, including a 
greater possibility of default or bankruptcy of the issuer of such 
securities, than are more highly rated debt securities. Moody's also 
describes securities rated Baa as having speculative characteristics. The 
Manager and the sub- advisers seek to minimize the risks associated with 
lower rated securities through diversification, in-depth credit analysis and 
attention to current developments in interest rates and market conditions. 
See "Risks of High Yield Bonds" below. 

Mortgage-Related and Other Asset Backed Securities 

Mortgage backed securities are securities representing interests in "pools" 
of mortgage loans secured by residential or commercial real property in which 
payments of both interest and principal on the securities are generally made 
monthly, in effect "passing through" monthly payments made by the individual 
borrowers on the mortgage loans which underlie the securities (net of fees 
paid to the issuer or guarantor of the securities). Early repayment of 
principal on some mortgage-backed securities (arising from prepayments of 
principal due to sale of the underlying property, refinancing, or 
foreclosure, net of fees and costs which may be incurred) may expose a Fund 
to a lower rate of return upon reinvestment of principal. Also, if a security 
subject to prepayment has been purchased at a premium, in the event of 
prepayment the value of the premium would be lost. Like other fixed-income 
securities, when interest rates rise, the value of a mortgage backed security 
generally will decline; however, when interest rates are declining, the value 
of mortgage backed securities with prepayment features may not increase as 
much as other fixed-income securities. 

Payment of principal and interest on some mortgage backed securities (but not 
the market value of the securities themselves) 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 backed securities created by nongovernmental 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. 

Collateralized Mortgage Obligations ("CMOs") are hybrid mortgage-related 
instruments. Interest and prepaid principal on a CMO are paid, in most cases, 
semiannually. CMOs may be collateralized by whole mortgage loans but are more 
typically collateralized by portfolios of mortgage backed securities 
guaranteed by GNMA, FHLMC, or FNMA. CMOs are structured into multiple 
classes, with each class bearing a different stated maturity. Monthly 
payments of principal, including prepayments, are 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. 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 Funds, 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 Fund's diversification tests. 

Commercial mortgage-related securities are generally structured like 
pass-through securities or CMOs, although other structures are possible. They 
may pay fixed or adjustable rates of interest. Commercial mortgage-related 
securities have been issued in public or private transactions by a variety of 
public and private issuers. The commercial mortgage loans that underlie 
commercial mortgage-related securities have certain distinct risk 
characteristics. Com- 

<PAGE>
34  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
mercial mortgage loans generally lack standardized terms, which may 
complicate their structure. Commercial properties themselves tend to be 
unique and are more difficult to value than single family residential 
properties. Commercial mortgage loans also tend to have shorter maturities 
than residential mortgage loans, and may not be fully amortizing, meaning 
that they may have a significant principal balance, or "balloon" payment, due 
on maturity. Assets underlying commercial mortgage-related securities may 
relate only to a few properties or a single property. The risk involved in 
single property financings is highly concentrated. 

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, such as CMO 
residuals or stripped mortgage backed securities, and may be structured in 
classes with rights to receive varying proportions of principal and interest. 
In addition, the Funds may invest in other asset-backed securities that have 
been offered to investors. For a discussion of the characteristics of some of 
these instruments, see the Statement of Additional Information. The duration 
of CMOs and other mortgage-related securities is often difficult to determine 
because the underlying mortgages may be subject to early repayment. Thus, the 
determination of duration will be dependent on the sub-adviser's assumptions 
regarding the likelihood and incidence of prepayment and, to the extent that 
such assumptions prove to be incorrect, the duration of a Fund's portfolio, 
and thus its relative exposure to fluctuation of interest rates, may be 
significantly different than intended and may increase the overall risk of 
the Fund's portfolio. 

Tax Exempt Securities
 
Tax Exempt Bonds generally are issued by states and local governments and 
their agencies, authorities and other instrumentalities. Tax Exempt Bonds are 
subject to credit and market risk. Credit risk relates to the ability of the 
issuer to make payments of principal and interest. The issuer of a Tax Exempt 
Bond may make such payments from money raised through a variety of sources, 
including (1) the issuer's general taxing power, (2) a specific type of tax, 
or (3) a particular facility or project. The ability of an issuer to make 
such payments could be affected by litigation, legislation or other political 
events or the bankruptcy of the issuer. Market risk relates to changes in a 
security's value as a result of changes in interest rates. Lower rated Tax 
Exempt Bonds generally provide higher yields but are subject to greater 
credit and market risk than higher quality Tax Exempt Bonds. 

Convertible Securities 

Many of the Funds may invest in convertible securities. Convertible 
securities are generally preferred stocks or fixed-income securities that are 
convertible into common stock at either a stated price or a stated rate. The 
price of the convertible security will normally vary in some proportion to 
changes in the price of the underlying common stock because of this 
conversion feature. A convertible security will normally also provide a 
fixed- income stream. For this reason, the convertible security may not 
decline in price as rapidly as the underlying common stock. 

A Fund's sub-adviser will select convertible securities to be purchased by 
the Fund based primarily upon its evaluation of the fundamental investment 
characteristics and growth prospects of the issuer of the security. As a 
fixed-income security, a convertible security tends to increase in market 
value when interest rates decline and to decrease in value when interest 
rates rise. While convertible securities generally offer lower interest or 
dividend yields than non-convertible fixed-income securities of similar 
quality, their value tends to increase as the market value of the underlying 
stock increases and to decrease when the value of the underlying stock 
decreases. 

The International and Global Income Funds may invest in securities that are 
convertible only by certain classes of investors (which may not include the 
Fund). The Equity Income Fund may invest in so-called "synthetic convertible 
securities," which are composed of two or more different securities whose 
investment characteristics, taken together, resemble those of convertible 
securities. For example, the Equity Income Fund may purchase a 
non-convertible debt security and a warrant or option. The synthetic 
convertible differs from the true convertible security in several respects. 
Unlike a true convertible security, which is a single security having a 
unitary market value, a synthetic convertible comprises two or more separate 
securities, each with its own market value. Therefore, the "market value" of 
a synthetic convertible is the sum of the values of its fixed-income 
component and its convertible component. For this reason, the values of a 
synthetic convertible and a true convertible security may respond differently 
to market fluctuations. 

Risks of High Yield Bonds 

Certain of the Funds may invest in high-yield/high-risk debt or fixed-income 
securities rated below "investment grade," meaning securities that are not 
rated in one of the four highest rating categories by an NRSRO (i.e., 

<PAGE>
PIMCO Advisors Funds                                                          35
- --------------------------------------------------------------------------------
 
securities rated Ba or below by Moody's or BB or below by S&P or, if unrated, 
determined by the Manager or relevant sub-adviser to be of comparable 
quality). Non-investment grade securities are commonly referred to as "junk 
bonds," and are referred to herein as "High Yield Securities." See "Credit 
Ratings and NRSROs" below. Also, see Appendix A to this Prospectus for a 
description of the rating categories of some NRSROs. 

High Yield Securities are subject to credit risk and market risk. Market risk 
relates to changes in a security's value as a result of changes in interest 
rates. Credit risk relates to the ability of the issuer to make payments of 
principal and interest. See "Credit and Market Risk of Fixed-Income 
Securities" below. High Yield Securities rated B or lower by Moody's or S&P 
or of comparable quality are considered to be speculative with respect to the 
issuer's capacity to pay interest and repay principal. 

High Yield Securities are generally subject to greater credit risk than 
higher-rated securities because the issuers are more vulnerable to economic 
downturns, higher interest rates or adverse issuer-specific developments. In 
addition, the prices of High Yield Securities are generally subject to 
greater market risk and therefore react more sharply to changes in interest 
rates. The value and liquidity of High Yield Securities may be diminished by 
adverse publicity and investor perceptions. Also, legislative proposals 
limiting the tax benefits to the issuers or holders of taxable High Yield 
Securities or requiring federally-insured savings and loan institutions to 
reduce their holdings of taxable High Yield Securities have had and may 
continue to have an adverse effect on the market value of these securities. 

Because High Yield Securities are frequently traded only in markets where the
number of potential purchasers and sellers, if any, is limited, the ability of
the Funds to sell High Yield Securities at their fair value either to meet
redemption requests or to respond to changes in the financial markets may be
limited. In such an event, such securities could be regarded as illiquid for the
purposes of the limitation on the purchase of illiquid securities described
below. See "Illiquid Securities" below. Thinly-traded High Yield Securities may
be more difficult to value accurately for the purpose of determining a Fund's
net asset value. Also, because the market for certain High Yield Securities is
relatively new, that market may be particularly sensitive to an economic
downturn or a general increase in interest rates. Recent regulatory developments
and declines in the value of certain High Yield Securities have limited (and may
continue to limit) the ability of important participants in the High Yield
Securities market to maintain orderly markets in certain High Yield Securities.

Particular types of High Yield Securities may present special concerns. Some 
High Yield Securities are zero coupon or pay-in-kind securities. See "Zero 
Coupon and Pay-in-Kind Securities" below. Some High Yield Securities in which 
a Fund may invest may be subject to redemption or call provisions that may 
limit increases in market value that might otherwise result from lower 
interest rates while increasing the risk that the Fund may be required to 
reinvest redemption or call proceeds during a period of relatively low 
interest rates. 

The Manager and the sub-advisers have responded to these concerns by 
attempting to identify High Yield Securities with relatively favorable 
investment characteristics. The credit ratings issued by NRSROs are subject 
to various limitations. For example, while such ratings evaluate credit risk, 
they ordinarily do not evaluate the market risk of High Yield Securities. In 
certain circumstances, the ratings may not reflect in timely fashion adverse 
developments affecting an issuer. See "Credit Ratings and NRSROs" below. For 
these reasons, the Manager and the sub-advisers conduct their own independent 
credit analysis of High Yield Securities. In addition, under ordinary 
circumstances, the Manager and the relevant sub-adviser will not purchase a 
High Yield Security if that purchase will cause a Fund's holdings of all 
securities of the issuer of such security to exceed 5% of the Fund's net 
assets. 

Investment grade debt and convertible securities rated Baa by Moody's or BBB 
by S&P (or similarly rated by another NRSRO or judged by the Manager or 
relevant sub-adviser to be of comparable quality) may share some of the 
characteristics of High Yield Securities described above. Certain convertible 
securities rated in the fifth or sixth highest rating category or lower by a 
NRSRO or judged by the Manager or the relevant sub-adviser to be of 
comparable quality may possess some or all of the characteristics of 
nonconvertible High Yield Securities. However, in the view of the Manager and 
the sub-advisers, most convertible securities are likely to exhibit equity 
characteristics as well, due to their conversion feature. 

The following chart provides information on the weighted average percentage 
of rated and unrated debt or fixed-income securities in the portfolios of 
each Fund that invested at least 5% of its average annual assets in High 
Yield Securities during the fiscal year ended September 30, 1995. The 
numerical rating designations correspond to the associated rating categories. 
The designation "1st" corresponds to the top rating category (i.e., Aaa by 
Moody's and/or AAA by S&P), "2nd" corresponds to the second highest rating 
category (i.e., Aa 

<PAGE>
36  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
by Moody's and/or AA by S&P), etc. For further description of these rating 
categories, see Appendix A. The columns related to unrated securities present 
the percentage of a Fund's total net assets invested during such fiscal year 
(1) in unrated High Yield Securities believed by the Manager or the relevant 
sub-advisers to be equivalent in quality to fixed-income securities of the 
indicated rating and (2) in all unrated fixed-income securities. 

<TABLE>
<CAPTION>
                                                   Rated 
                   ---------------------------------------------------------------------- 
                 1st    2nd    3rd     4th    5th     6th    7th    8th     9th    10th 
<S>              <C>     <C>  <C>      <C>   <C>     <C>       <C>    <C>     <C>    <C>
Equity Income     --     --   6.70     6.54  12.19   17.16     --     --      --      -- 
High Income      1.18    --    --      4.92  56.46   28.99     --     --      --      -- 
                  
</TABLE>

<TABLE>
<CAPTION>
                                   Unrated but Considered Equivalent to 
                 ------------------------------------------------------------------------ 
                                                                                  Total 
                 1st   2nd   3rd   4th    5th    6th   7th   8th   9th   10th    Unrated 
<S>                <C>   <C>   <C>   <C>  <C>    <C>     <C>   <C>   <C>    <C>   <C>
Equity Income      --    --    --    --    --     --     --    --    --     --     -- 
High Income        --    --    --    --   0.72   0.40    --    --    --     --    1.12 
</TABLE>

Zero Coupon and Pay-in-Kind Securities
 
Certain of the Funds may invest in zero coupon securities and/or 
"pay-in-kind" securities. Zero coupon securities are issued at a significant 
discount from face value and pay interest only at maturity rather than at 
intervals during the life of the security. Pay-in-kind securities pay 
dividends or interest in the form of additional securities of the issuer 
rather than in cash. 

The prices of pay-in-kind or zero coupon securities may react more strongly 
to changes in interest rates than the prices of many other securities. The 
Funds are required to accrue and distribute income from pay-in-kind and zero 
coupon securities on a current basis, even though the Funds may not receive 
the income currently in cash. Thus, a Fund may have to sell other investments 
to obtain cash needed to make distributions of such imputed income. 

Derivatives 

To the extent permitted by the investment objectives and policies of the Funds
described earlier and in the Statement of Additional Information, the Funds may
purchase and write call and put options on securities, securities indexes and on
foreign currencies, and enter into futures contracts and use options on futures
contracts as further described below. Some Funds also may enter into swap
agreements with respect to foreign currencies, interest rates, and securities
indexes. The Funds 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. The International, Global Income, High Income,
Total Return Income and Short-Intermediate Funds may also purchase and sell
options relating to foreign currencies for purposes of shifting exposure to
foreign currency fluctuations from one country to another. See "Other Foreign
Currency Transactions" below. Each Fund will maintain segregated accounts
consisting of cash, U.S. Government securities, or other liquid high grade debt
obligations (or, as permitted by applicable regulation, enter into certain
offsetting positions) to cover its obligations under options and futures
contracts and swaps contracts to avoid leveraging of the Fund. Some of the
derivative instruments and transactions described above, in particular
transactions in which the Funds segregate high grade debt obligations with
longer maturities, have speculative and/or leveraging characteristics which will
expose the Funds to greater credit and market risk and volatility. Certain
limitations on such transactions are imposed by the Investment Company Act and
the Commodity Exchange Act. See "Derivatives" and "Investment Restrictions" in
the Statement of Additional Information.

See "Investment Objectives and Policies" to determine which of the Funds may 
employ particular derivative instruments. For those Funds that may invest in 
one or more derivative instruments, the risks attendant with such instruments 
are described below and further in the Statement of Additional Information. 

Options on Securities, Securities Indices, and Currencies
 
A Fund may purchase put options on securities to protect holdings in an 
underlying or related security against a substantial decline in market value. 
A Fund may purchase call options on securities to protect against substantial 
increases in prices of securities the Fund intends to purchase pending its 
ability to invest in such securities in an orderly manner. A Fund 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. A Fund may write a call or put option only if the 
option is "covered" by the Fund holding a position in the underlying 
securities or by other means which would permit immediate satisfaction of the 
Fund's obligation as writer of the option. Prior to exercise or expiration, 
an exchange traded option may be closed out by an offsetting purchase or sale 
of an option of the same series. 

The purchase and writing of options involves certain risks. During the option 
period, the covered call writer has, in return for the premium on the option, 
given up the opportunity to profit from a price increase in the underlying 
securities above the exercise price, but, as long as its obligation as a 
writer continues, has retained the risk of loss should the price of the 
underlying security decline. The writer of an option has no control 

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over the time when it may be required to fulfill its obligation as a writer 
of the option. Once an option writer has received an exercise notice, it 
cannot effect a closing purchase transaction in order to terminate its 
obligation under the option and must deliver the underlying securities at the 
exercise price. If a put or call option purchased by the Fund is not sold 
when it has remaining value, and if the market price of the underlying 
security, in the case of a put, remains equal to or greater than the exercise 
price or, in the case of a call, remains less than or equal to the exercise 
price, the Fund 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. There can be no 
assurance that a liquid market will exist when a Fund seeks to close out an 
option position. Furthermore, if trading restrictions or suspensions are 
imposed on the options markets, a Fund may be unable to close out a position. 

Funds that invest in foreign currency-denominated securities may buy or sell 
put and call options on foreign currencies. Currency options traded on U.S. 
or other exchanges may be subject to position limits which may limit the 
ability of a Fund to reduce foreign currency risk using such options. 
Over-the-counter options 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 exchanged-traded 
options. 

Futures Contracts and Options on Futures Contracts 

Some Funds may invest in interest rate futures contracts, securities index 
futures contracts and foreign currency futures contracts and options thereon 
("futures options") that are traded on a United States or foreign exchange or 
board of trade. 

There are several risks associated with the use of futures and futures 
options for hedging purposes. 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. An incorrect correlation could result in a 
loss on both the hedged securities in a Fund and the hedging vehicle so that 
the portfolio return might have been greater had hedging not been attempted. 
There can be no assurance that a liquid market will exist at a time when a 
Fund seeks to close out a futures contract or a futures option position. Most 
futures exchanges and boards of trade limit the amount of fluctuation 
permitted in futures contract prices during a single day; once the daily 
limit has been reached on a particular contract, no trades may be made that 
day at a price beyond that limit. In addition, certain of these instruments 
are relatively new and without a significant trading history. As a result, 
there is no assurance that an active secondary market will develop or 
continue to exist. Lack of a liquid market for any reason may prevent a Fund 
from liquidating an unfavorable position and the Fund would remain obligated 
to meet margin requirements until the position is closed. 

The Funds will only enter into futures contracts or futures options which are 
standardized and traded on a U.S. or foreign exchange or board of trade, or 
similar entity, or quoted on an automated quotation system. Each Fund will 
use financial futures contracts and related options only for "bona fide 
hedging" purposes, as such term is defined in applicable regulations of the 
CFTC, or, with respect to positions in financial futures and related options 
that do not qualify as "bona fide hedging" positions, will enter such 
non-hedging positions only to the extent that aggregate initial margin 
deposits plus premiums paid by it for open futures option positions, less the 
amount by which any such positions are "in-the-money," would not exceed 5% of 
the Fund's total assets. 

Swap Agreements The Income Funds (other than the Tax Exempt and Money Market
Funds) may enter into interest rate, index and currency exchange rate swap
agreements for purposes of attempting to obtain a particular desired return at a
lower cost to the Fund than if the Fund had invested directly in an instrument
that yielded that desired return. Swap agreements are twoparty 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. The gross returns to be
exchanged or "swapped" between the parties are 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.
Commonly used 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 level, or "floor"; and
interest rate collars, under which a party simultaneously sells a cap and
purchases a floor (or vice versa) in an

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38  PIMCO Advisors Funds
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attempt to protect itself against interest rate movements exceeding given 
minimum or maximum levels. 

The "notional amount" of the swap agreement is only a fictional basis on 
which to calculate the obligations which the parties to a swap agreement have 
agreed to exchange. Most swap agreements entered into by a Fund would 
calculate the obligations of the parties to the agreement on a "net basis." 
Consequently, a Fund's 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 described in the swap 
contract (the "net amount"). A Fund's obligations under a swap agreement will 
be accrued daily (offset against amounts owed to the Fund) and any accrued 
but unpaid net amounts owed to a swap counterparty will be covered by the 
maintenance of a segregated account consisting of cash, U.S. Government 
securities, or high grade debt obligations, to avoid any potential leveraging 
of the Fund's portfolio. A Fund 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 (together with all other securities of that issuer) 
would exceed 5% of the Fund's assets. 

Whether a Fund's use of swap agreements will be successful in furthering its 
investment objective will depend on the sub-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, they 
may only be closed out with the swap counterparty. Because swap contracts may 
have terms of greater than seven days, swap agreements are generally 
considered by the SEC to be illiquid. Moreover, a Fund 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. A sub-adviser 
will cause a Fund to enter into swap agreements only with counterparties that 
would be eligible for consideration as repurchase agreement counterparties 
under the Funds' repurchase agreement guidelines. Certain restrictions 
imposed on the Funds by the Internal Revenue Code may limit the Funds' 
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 
Fund's ability to terminate existing swap agreements or to realize amounts to 
be received under such agreements. 

Other Foreign Currency Transactions 

Foreign currency exchange rates may fluctuate significantly over short 
periods of time. They generally are determined by the forces of supply and 
demand in the foreign exchange markets and the relative merits of investments 
in different countries, actual or perceived changes in interest rates and 
other complex factors, as seen from an international perspective. Currency 
exchange rates also can be affected unpredictably by intervention by U.S. or 
foreign governments or central banks or the failure to intervene, or by 
currency controls or political developments in the U.S. or abroad. 

All Funds that may invest in securities denominated in foreign currencies may 
enter into forward foreign currency exchange contracts to reduce the risks of 
adverse changes in foreign exchange rates. A forward foreign currency 
exchange contract 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. By entering into a forward foreign currency exchange 
contract, the fund "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 Fund 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. The effect on the value of a Fund is similar 
to selling securities denominated in one currency and purchasing securities 
denominated in another. The Funds may enter into these contracts for the 
purpose of hedging against foreign exchange risks arising from the Funds' 
investment or anticipated investment in securities denominated in foreign 
currencies. Such hedging transactions may not be successful and may eliminate 
any chance for a Fund to benefit from favorable fluctuations in relevant 
foreign currencies. The International, Global Income, High Income, Total 
Return Income and Short-Intermediate Funds may also enter into these 
contracts for purposes of increasing exposure to a foreign currency or to 
shift exposure to foreign currency fluctuations from one currency to another. 
To the extent that they do so, the International, Global Income, High Income, 
Total Return Income and Short-Intermediate Funds will be subject to the 
additional risk that the relative value of currencies will be different than 
anticipated by the particular Fund's sub-adviser. The Funds may also use 
foreign currency futures contracts and related options on foreign 

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PIMCO Advisors Funds                                                          39
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currencies for the same reasons for which forward foreign currency exchange 
contracts are used. 

The Funds 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. For a description of these 
instruments and their associated risks, see the Statement of Additional 
Information. 

Credit Ratings and NRSROs 

Credit ratings are assigned to many issues of fixed-income, convertible and 
preferred equity securities by rating agencies referred to in this Prospectus 
as NRSROs. Although ratings assigned by NRSROs are relative and subjective, 
such ratings reflect the assessment of the NRSRO at the time of issuance of 
the issuer's ability, or the economic viability of the special revenue 
source, with respect to the timely payment of interest and the repayment of 
principal in accordance with the terms of the obligation. 

The use of credit ratings as the sole method of evaluating securities can 
involve certain risks. For example, while credit ratings evaluate the safety 
of principal and interest payments, they do not address the market risk of 
securities. Also, the NRSROs undertake no obligation to update their ratings 
of securities to reflect events that may occur after a security has obtained 
a rating. The Manager and the sub-advisers do not rely solely on credit 
ratings when selecting securities for the Funds and conduct their own 
analysis of issuer credit quality. If an NRSRO changes the rating of a 
security already contained in a Fund's portfolio, that Fund may retain the 
security if the Manager or the relevant sub-adviser deems it is in the best 
interest of the Fund. 

As used in this Prospectus, securities rated below "investment grade" are 
securities that are not rated in one of the four highest rating categories by 
an NRSRO (i.e., securities rated Ba or below by Moody's or BB or below by 
S&P) or, if unrated, determined to be of comparable quality by the Manager or 
the relevant sub-adviser. Debt or fixed-income securities rated below 
investment grade are generally speculative with respect to the issuer's 
ability to make interest and principal payments when due. Securities rated in 
the lowest investment grade category (i.e., the fourth highest category) are 
also considered by some NRSROs to have speculative characteristics. 

See Appendix A to this Prospectus for a description of the rating categories 
used by some NRSROs. 

Investment in Investment Companies
 
The International Fund may invest in securities of other investment 
companies, such as closed-end investment management companies or in pooled 
accounts or other investment vehicles which invest in foreign markets. As a 
shareholder of an investment company, these Funds may indirectly bear service 
and other fees which are in addition to the fees the Funds pay their service 
providers. 

Precious Metals 

The Precious Metals Fund will concentrate its investments in the precious 
metals industry. Prices of precious metals can be expected to respond to 
changes in rates of inflation and to perceptions of economic and political 
instability. The values of companies engaged in precious metal-related 
activities whose securities are principally traded on foreign securities 
exchanges may also be affected by changes in the exchange rate between the 
relevant foreign currency and the dollar. Based on historical experience, the 
prices of precious metals and of securities of companies engaged in precious 
metal-related activities may be subject to extreme fluctuations, reflecting 
wider economic or political instability or for other reasons. 

Loans of Portfolio Securities 

Each Fund (except the Money Market and Tax Exempt Funds) may lend its 
portfolio securities to broker-dealers under contracts calling for collateral 
in cash, U.S. Government securities or other high quality debt securities 
equal to at least the market value of the securities loaned (except that the 
U.S. Government Fund will only accept cash and U.S. Government securities as 
collateral). Each Fund's performance will continue to reflect changes in the 
value of the securities loaned and will also receive either interest, through 
investment of cash collateral by the Fund 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 financially. The Funds will normally 
pay lending fees to the broker-dealer arranging the loan. 

Short Sales 

Each Fund except the Money Market Fund may from time to time make short sales 
involving securities held in the Fund's portfolio or which the Fund has the 
right to acquire without the payment of further consideration. The 
Short-Intermediate Fund may also make short sales of other securities, but in 
such case will maintain in a segregated account, monitored on a daily basis, 
cash or U.S. Government securities at such a level that (1) the segregated 
amount plus the 

<PAGE>
40  PIMCO Advisors Funds
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amount of any collateral deposited with a broker in connection with the 
transaction at least equals the current market value of the securities sold 
short and (2) the segregated amount plus the amount deposited with the broker 
at least equals the value of the securities at the time they were sold short. 
Short sales expose the Fund to the risk that it will be required to purchase 
securities to cover its short position at a time when the securities have 
appreciated in value, thus resulting in a loss to the Fund. 

Forward Commitments, When-issued and Delayed Delivery Transactions 

Each Fund may purchase securities which it is eligible to purchase on a 
when-issued basis, may purchase and sell such securities for delayed delivery 
and may make contracts to purchase such securities for a fixed price at a 
future date beyond normal settlement time (forward commitments). When-issued 
transactions, delayed delivery purchases and forward commitments involve a 
risk of loss if the value of the securities declines prior to the settlement 
date, which risk is in addition to the risk of decline in the value of the 
Fund's other assets. No income accrues to the purchaser of such securities 
prior to delivery. 

Repurchase Agreements 

Each of the Funds may enter into repurchase agree- ments with banks and 
broker-dealers, which are agreements by which a Fund acquires a security 
(usually an obligation of the U.S. Government) for cash and obtains a 
simultaneous commitment from the seller to repurchase the security at an 
agreed-upon price and date. The resale price is in excess of the acquisition 
price and reflects an agreed-upon market rate unrelated to the coupon rate on 
the purchased security. Such transactions afford an opportunity for the Funds 
to earn a return on temporarily available cash at no market risk, although 
there is a risk that the seller may default in its obligation to pay the 
agreed-upon sum on the redelivery date. Such a default may subject the Funds 
to expenses, delays and risks of loss. 

Reverse Repurchase Agreements and Other Borrowings 

A reverse repurchase agreement is a form of leverage that involves the sale 
of a security by a Fund and its agreement to repurchase the instrument at a 
specified time and price. The Fund will maintain a segregated account 
consisting of cash, U.S. Government securities or other liquid high grade 
debt obligations, maturing not later than the expiration of the reverse 
repurchase agreement, to cover its obligations under reverse repurchase 
agreements. A Fund also may borrow money for investment purposes subject to 
any policies of the Fund currently described in this Prospectus or in the 
Statement of Additional Information. Such a practice will result in 
leveraging of a Fund's assets. Leverage will tend to exaggerate the effect on 
net asset value of any increase or decrease in the value of a Fund's 
portfolio and may cause a Fund to liquidate portfolio positions when it would 
not be advantageous to do so. 

Illiquid Securities 

Each Fund may purchase "illiquid securities," defined as securities which may 
not be disposed of in the ordinary course of business at approximately the 
value at which the Fund has valued such securities, and which includes 
certain securities whose disposition is restricted by the securities laws. 
Each Fund may purchase "illiquid securities" so long as no more than 15% of 
that Fund's net assets would be invested in illiquid securities after giving 
effect to the purchase. Illiquid securities at present are considered to 
include swap agreements, repurchase agreements maturing in more than seven 
days, certain IO/PO Strips and over-the-counter options to the extent 
described in the Statement of Additional Information. Transactions in 
illiquid securities may involve relatively higher transaction costs. 

Portfolio Turnover 

Portfolio turnover is not a limiting factor with respect to investment 
decisions for the Funds. High portfolio turnover (e.g., over 100%) involves 
correspondingly greater brokerage commissions and other transaction costs, 
which will be borne directly by the relevant Funds. Portfolio turnover rates 
for all of the Funds except for the Global Income Fund are set forth under 
"Financial Highlights." While it is impossible to predict with certainty, it 
is not expected that the annual portfolio turnover rate for the Global Income 
Fund will exceed 150%. 

Credit and Market Risk of Fixed-Income Securities 
All fixed-income securities are subject to market risk and credit risk. 
Market risk relates to changes in a security's value as a result of changes 
in interest rates. The value of a Fund's investments in fixed-income 
securities will change as the general level of interest rates fluctuate. 
During periods of falling interest rates, the value of a Fund's fixed-income 
securities generally rise. Conversely, during periods of rising interest 
rates, the value of a Fund's fixed-income securities generally decline. 
Credit risk relates to the ability of the issuer to make payments of 
principal and interest. 

"Fundamental" Policies Except for any policy explicitly identified as
"fundamental," the investment objective and policies of each Fund described in
this

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PIMCO Advisors Funds                                                          41
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Prospectus may be changed without shareholder approval. If there is a change 
in a Fund's investment objective, shareholders should consider whether the 
Fund remains an appropriate investment in light of their then current 
financial position and needs. 

Performance Information

From time to time the Trust may make available certain information about the 
performance of the Class A, Class B and Class C shares of some or all of the 
Funds. Information about a Fund's performance is based on that Fund's record 
to a recent date and is not intended to indicate future performance. 
Performance information is computed separately for each Fund's Class A, Class 
B and Class C shares in accordance with the formulas described below. Because 
Class B and Class C shares bear the expense of the distribution fee attending 
the deferred sales charge (Class B) and asset based sales charge (Class C) 
alternatives and certain other expenses, it is expected that, under normal 
circumstances, the level of performance of a Fund's Class B and Class C 
shares will be lower than that of the Fund's Class A shares. 

All Funds other than the Money Market Fund may include the Total Return of 
each class of shares in advertisements or other written material. When a Fund 
advertises its Total Return with respect to its Class A, Class B and Class C 
shares, it will be calculated for the past year, the past five years, the 
past ten years or the period since the establishment of the Fund. Total 
Return is measured by comparing the value of an investment in the class at 
the beginning of the relevant period (in the case of Class A shares, giving 
effect to the maximum initial sales charge) to the redemption value of the 
investment in the class at the end of the period (assuming immediate 
reinvestment of any dividends or capital gains distributions at net asset 
value and giving effect to the deduction of any contingent deferred sales 
charge which would be payable). 

Each of the Short-Intermediate Fund, the High Income Fund, the Global Income 
Fund, the Total Return Income Fund, the U.S. Government Fund, the Tax Exempt 
Fund and the Equity Income Fund may advertise its Yield, accompanied by its 
Total Return, with respect to each class. The Yield of a Fund's Class A, 
Class B and Class C shares will be computed by dividing the net investment 
income per share of each class earned during a recent one-month period by 
the maximum offering price per share of each respective class (reduced by any 
undeclared earned income expected to be paid shortly as a dividend) on the 
last day of the period. 

The Tax Exempt Fund may also advertise the tax equivalent yield of its Class 
A, Class B and Class C shares, calculated like Yield as described above 
except that, for any given tax bracket, net investment income will be 
calculated as the sum of (i) any taxable income of the class plus (ii) the 
tax exempt income of the class divided by the difference between 1 and the 
effective federal income tax rates for taxpayers in that tax bracket. 

The Money Market Fund may advertise the Yield and the Effective Yield of its 
Class A, Class B and Class C shares. The Yield for each class of the Money 
Market Fund is based upon the income earned by each class of the Fund over a 
seven-day period and then annualized, i.e., the income earned in the period 
is assumed to be earned every seven days over a 52-week period and stated as 
a percentage of the investment. Effective Yield for each class is calculated 
similarly but, when annualized, the income earned by the investment is 
assumed to be reinvested in each class of Fund shares and thus compounded 
over the course of a 52-week period. 

How to Buy Shares

Shares of each Fund of the Trust are continuously offered through the Trust's 
principal underwriter, PIMCO Advisors Distribution Company (the 
"Distributor"), and through other firms which have dealer agreements with the 
Distributor ("participating brokers") or which have agreed to act as 
introducing brokers for the Distributor ("introducing brokers"). SHARES OF 
THE OPPORTUNITY FUND ARE CURRENTLY NOT OFFERED TO NEW SHAREHOLDERS. SEE 
"RESTRICTIONS ON SALES OF AND EXCHANGES FOR SHARES OF THE OPPORTUNITY FUND" 
BELOW. 

There are two ways to purchase shares: either 1) through your dealer or 
broker which has a dealer agreement or 2) directly by mailing an Account 
Application with payment, as described below under the heading Direct 
Investment, to the Distributor (if no dealer is named in the application, the 
Distributor may act as dealer). 

Each Fund (except the Opportunity Fund) currently offers and sells three 
classes of shares (Class A, Class B and Class C). The Opportunity Fund does 
not offer Class B shares. Shares may be purchased at a price equal to their 
net asset value per share next determined after receipt of an order, plus a 
sales charge which, at the election of the purchaser, may be imposed either 
(i) at the time of the purchase in the case of Class A shares (the "initial 
sales charge alternative"), (ii) on a contingent deferred basis in the case 
of Class B shares 

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42  PIMCO Advisors Funds
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(the "deferred sales charge alternative") or (iii) by the deduction of an 
ongoing asset based sales charge in the case of Class C shares (the "asset 
based sales charge alternative"). In certain circumstances Class A and Class 
C shares are also subject to a contingent deferred sales charge. See 
"Alternative Purchase Arrangements." Purchase payments for Class B and Class 
C shares are fully invested at the net asset value next determined after 
acceptance of the trade. Purchase payments for Class A shares, less the 
applicable sales charge, are invested at the net asset value next determined 
after acceptance of the trade. 

All purchase orders received by the Distributor prior to the close of regular 
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time), on 
a regular business day, are processed at that day's offering price. However, 
orders received by the Distributor from dealers or brokers after the offering 
price is determined that day will receive such offering price if the orders 
were received by the dealer or broker from its customer prior to such 
determination and were transmitted to and received by the Distributor prior 
to its close of business that day (normally 5:00 p.m. Eastern time) or, in 
the case of certain retirement plans, received by the Distributor prior to 
10:00 a.m. Eastern time on the next business day. Purchase orders received on 
other than a regular business day will be executed on the next succeeding 
regular business day. The Distributor, in its sole discretion, may accept or 
reject any order for purchase of Fund shares. The sale of shares will be 
suspended during any period in which the New York Stock 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 Funds to dispose of their securities or to determine 
fairly the value of their net assets, or during any other period permitted by 
the SEC for the protection of investors. 

Except for purchases through the PIMCO Advisors Auto Invest plan, the PIMCO 
Advisors Auto Exchange plan and tax-qualified programs referred to below, the 
minimum initial investment in the Trust is $1,000 and in any Fund is $250, 
and the minimum additional investment is $100 per Fund. For information about 
dealer commissions, see "Alternative Purchase Arrangements" below. Persons 
selling Fund shares may receive different compensation for selling Class A, 
Class B or Class C shares. Normally Trust shares purchased through 
participating brokers are held in the investor's account with that broker. No 
share certificates will be issued unless specifically requested in writing by 
an investor or broker-dealer. 

Direct Investment Investors who wish to invest in the Trust directly, rather
than through a participating broker, may do so by opening an account with the
Distributor. To open an account, an investor should complete the Account
Application included with this Prospectus. All shareholders who open direct
accounts with the Distributor will receive from the Distributor individual
confirmations of each purchase, redemption, dividend reinvestment, exchange or
transfer of Trust shares, including the total number of Trust shares owned as of
the confirmation date except that purchases which result from the reinvestment
of daily-accrued dividends and/or distributions will be confirmed once each
calendar quarter. See "Distributions" below. Information regarding direct
investment or any other features or plans offered by the Trust may be obtained
by calling the Distributor at 800-426-0107 or by calling your broker.

Purchase by Mail Investors who wish to invest directly may send a check payable
to PIMCO Advisors Distribution Company, along with a completed application form
to:

  PIMCO Advisors Distribution Company 
  P.O. Box 5866 
  Denver, CO 80217-5866 

Purchases are accepted subject to collection of checks at full value and 
conversion into federal funds. Payment by a check drawn on any member of the 
Federal Reserve System can normally be converted into federal funds within 
two business days after receipt of the check. Checks drawn on a non-member 
bank may take up to 15 days to convert into federal funds. In all cases, the 
purchase price is based on the net asset value next determined after the 
purchase order and check are accepted, even though the check may not yet have 
been converted into federal funds. 

Subsequent Purchases of Shares Subsequent purchases can be made as indicated
above by mailing a check with a letter describing the investment or with the
additional investment portion of a confirmation statement. Except for subsequent
purchases through the PIMCO Advisors Auto Invest plan, the PIMCO Advisors Auto
Exchange plan, tax-qualified programs and PIMCO Advisors Fund Link referred to
below, and except during periods when an Automatic Withdrawal plan is in effect,
the minimum subsequent purchase is $100 in any Fund. All payments should be made
payable to PIMCO Advisors Distribution Company and should clearly indicate the
shareholder's account number. Checks should be mailed to the address above under
"Purchase by Mail."

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PIMCO Advisors Funds                                                          43
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Tax-Qualified Retirement Plans The Distributor makes available retirement plan
services and documents for Individual Retirement Accounts (IRAs), for which
First National Bank of Boston serves as trustee. These accounts include
Simplified Employee Pension Plan (SEP) and Salary Reduction Simplified Employee
Pension Plan (SAR/SEP) IRA accounts and prototype documents. In addition,
prototype documents are available for establishing 403(b)(7) Custodial Accounts
with First National Bank of Boston as custodian. This type of plan is available
to employees of certain non-profit organizations.

The Distributor also makes available prototype documents for establishing 
Money Purchase and/or Profit Sharing Plans and 401(k) Retirement Savings 
Plans. 

Investors should call the Distributor at 800-426-0107 for further information 
about these plans and should consult with their own tax advisers before 
establishing any retirement plan. Investors who maintain their accounts with 
participating brokers should consult their broker about similar types of 
accounts that may be offered through the broker. The minimum initial and 
subsequent investment in any Fund for tax-qualified plans is $25. 

PIMCO Advisors Auto Invest The PIMCO Advisors Auto Invest plan provides for
periodic investments into the shareholder's account with the Trust by means of
automatic transfers of a designated amount from the shareholder's bank account.
Investments may be made monthly or quarterly, and may be in any amount subject
to a minimum of $50 per month for each Fund in which shares are purchased
through the plan. Further information regarding the PIMCO Advisors Auto Invest
plan is available from the Distributor or participating brokers. You may enroll
by completing the appropriate section on the PIMCO Advisors Funds Account
Application, or you may obtain an Auto-Invest Application by calling the
Distributor or your broker.

PIMCO Advisors Auto Exchange PIMCO Advisors Auto Exchange plan establishes
regular, periodic exchanges from one Fund to another. The plan provides for
regular investments into a shareholder's account in a specific Fund by means of
automatic exchanges of a designated amount from another Fund account of the same
class of shares and with identical account registration. Exchanges for shares of
the Opportunity Fund are currently restricted. See "Restrictions on Sales of and
Exchanges for Shares of the Opportunity Fund" below.

Exchanges may be made monthly or quarterly, and may be in any amount subject 
to a minimum of $50 for each Fund whose shares are purchased through the 
plan. Further information regarding the PIMCO Advisors Auto Exchange plan is 
available from the Distributor at 800-426-0107 or participating brokers. You 
may enroll by completing an application which may be obtained from the 
Distributor or by telephone request at 800-426-0107. For more information on 
exchanges, see "Exchange Privilege". 

PIMCO Advisors Fund Link (Does not apply to shares held in broker "street name"
accounts.) PIMCO Advisors Fund Link ("Fund Link") connects your Fund account
with a bank account. Fund Link may be used for subsequent purchases and for
redemptions and other transactions described under "How to Redeem." Purchase
transactions are effected by electronic funds transfers from the shareholder's
account at a U.S. bank or other financial institution that is an Automated
Clearing House ("ACH") member. Investors may use Fund Link to make subsequent
purchases of shares in amounts from $50 to $10,000. To initiate such purchases,
call 800-852-8457. All such calls will be recorded. Fund Link is normally
established within 45 days of receipt of an Application by the Transfer Agent.
The minimum investment by Fund Link is $50 per Fund. Shares will be purchased on
the regular business day the Distributor receives the funds through the ACH
system, provided the funds are received before the close of regular trading on
the New York Stock Exchange. If the funds are received after the close of
regular trading, the shares will be purchased on the next regular business day.

Fund Link privileges must be requested on the PIMCO Advisors Funds Account
Application. To establish Fund Link on an existing account, complete a Fund Link
Application, which is available from the Distributor or your broker, with
signatures guaranteed from all shareholders of record for the account. See
"Signature Guarantee" under "General" below. Such privileges apply to each
shareholder of record for the account unless and until the Distributor receives
written instructions from a shareholder of record cancelling such privileges.
Changes of bank account information must be made by completing a new Fund Link
Application signed by all owners of record of the account, with all signatures
guaranteed. The Distributor, the Transfer Agent and the Fund may rely on any
telephone instructions believed to be genuine and will not be responsible to
shareholders for any damage, loss or expenses arising out of such instructions.
The Fund reserves the right to amend, suspend or discontinue Fund Link
privileges at any time without prior notice.

Restrictions on Sales of and Exchanges for Shares of the Opportunity Fund 
Shares of the Opportunity Fund are not available for purchase by new 
investors in the Fund. Shareholders 

<PAGE>
44  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
who owned shares of the Opportunity Fund on December 31, 1992 will still be 
permitted to purchase additional shares of the Fund for as long as they 
continue to own some shares of the Opportunity Fund. Similarly, participants 
in any self-directed qualified benefit plan (for example, 401(k), 403(b) and 
Keogh Plans, but not IRAs or SEP IRAs) that owned Opportunity Fund shares on 
March 1, 1993 for any single plan participant will be eligible to direct the 
purchase of Opportunity Fund shares by their plan account for so long as the 
plan continues to own some shares of the Opportunity Fund for any single plan 
participant. In the event a shareholder redeems all of his or her shares of 
the Opportunity Fund, or all participants in a self-directed qualified 
benefit plan described above redeem their shares of the Opportunity Fund, 
such shareholder and the participants in such plan will no longer be eligible 
to purchase shares of the Opportunity Fund. 

Shareholders of other Funds are not permitted to exchange any of their shares 
for Opportunity Fund shares unless the shareholders are independently 
eligible to purchase Opportunity Fund shares because they already owned 
shares of the Opportunity Fund on December 31, 1992 (March 1, 1993, in the 
case of the self-directed qualified benefit plans described above). 

The Trust reserves the right at any time to modify these restrictions, 
including the suspension of all sales of Opportunity Fund shares or the 
lifting of restrictions on different classes of investors and/or 
transactions. 

General

Changes in registration or account privileges may be made in writing to the 
transfer agent (the "Transfer Agent"). Signature guarantees may be required. 
See Signature Guarantee below. 

All correspondence must include the account number and must be sent to: 

PIMCO Advisors Distribution Company 
P.O. Box 5866 
Denver. CO 80217-5866 

Signature Guarantee When a signature guarantee is called for, the shareholder
should have "Signature Guaranteed" stamped under his signature and guaranteed by
any of the following entities: U.S. banks, foreign banks having a U.S.
correspondent bank, credit unions, savings associations, U.S. registered dealers
and brokers, municipal securities dealers and brokers, government securities
dealers and brokers, national securities exchanges, registered securities
associations and clearing agencies (each an "Eligible Guarantor Institution").
The Distributor reserves the right to reject any signature guarantee pursuant to
its written signature guarantee standards or procedures, which may be revised in
the future to permit it to reject signature guarantees from Eligible Guarantor
Institutions that do not, based on credit guidelines, satisfy such written
standards or procedures. The Trust may change the signature guarantee
requirements from time to time upon notice to shareholders, which may be given
by means of a new or supplemented Prospectus.

Alternative Purchase Arrangements

The Trust offers investors three classes of shares (Class A, Class B and Class
C) which bear sales charges in different forms and amounts and which bear
different levels of expenses. The alternative purchase arrangements are designed
to enable the investor to choose the method of purchasing Fund shares that is
most beneficial to the investor based on all factors to be considered, which
include: the amount and intended length of the investment, the type of Fund
(i.e., Equity vs. Income) and whether the investor intends to exchange shares
for shares of other Funds. Generally, when making an investment decision,
investors should at least consider the anticipated life of an intended
investment in the Funds, the accumulated distribution and servicing fees plus
contingent deferred sales charges on Class B or Class C shares, the initial
sales charge plus accumulated servicing fees on Class A shares (plus a
contingent deferred sales charge in certain circumstances), the possibility that
the anticipated higher return on Class A shares due to the lower ongoing charges
will offset the initial sales charge paid on such shares, the automatic
conversion of Class B shares to Class A shares and the difference in the
contingent deferred sales charges applicable to Class A, B and C shares.

Class A: The initial sales charge alternative (Class A) might be preferred by
investors purchasing shares of sufficient aggregate value to qualify for
reductions in the initial sales charge applicable to such shares. Similar
reductions are not available on the contingent deferred sales charge alternative
(Class B) or the asset based sales charge alternative (Class C). Class A shares
are subject to a servicing fee but are not subject to a distribution fee and,
accordingly, such shares are expected to pay correspondingly higher dividends on
a per share basis. However, because initial sales charges are deducted at the
time of purchase, not all of the purchase payment for Class A shares is invested
initially. Class B and Class C shares might be preferable to

<PAGE>
PIMCO Advisors Funds                                                          45
- --------------------------------------------------------------------------------
 
investors who wish to have all purchase payments invested initially, although 
remaining subject to higher distribution and servicing fees and, for certain 
periods, being subject to a contingent deferred sales charge. An investor who 
qualifies for an elimination of the Class A initial sales charge should also 
consider whether he or she anticipates redeeming shares in a time period 
which will subject such shares to a contingent deferred sales charge as 
described below. See "Initial Sales Charge Alternative -- Class A Shares -- 
Class A Deferred Sales Charge" below. 

Class B: Class B shares might be preferred by investors who intend to invest in
the Funds for longer periods and who do not intend to purchase shares of
sufficient aggregate value to qualify for sales charge reductions applicable to
Class A shares. Both Class B and Class C shares can be purchased at net asset
value without an initial sales charge. However, unlike Class C shares, Class B
shares convert into Class A shares after the shares have been held for seven
years. After the conversion takes place, the shares will no longer be subject to
a contingent deferred sales charge, and will be subject to the servicing fees
charged for Class A shares which are lower than the distribution and servicing
fees charged on either Class B or Class C shares. See "Deferred Sales Charge
Alternative -- Class B Shares" below.

Class C: Class C shares might be preferred by investors who intend to purchase
shares which are not of sufficient aggregate value to qualify for Class A sales
charges of 1% or less and who wish to have all purchase payments invested
initially. Class C shares are preferable to Class B shares for investors who
intend to maintain their investment for intermediate periods and therefore may
also be preferable for investors who are unsure of the intended length of their
investment. Unlike Class B shares, Class C shares are not subject to a
contingent deferred sales charge after they have been held for one year and are
subject to only a 1% contingent deferred sales charge during the first year.
However, because Class C shares do not convert into Class A shares, Class B
shares are preferable to Class C shares for investors who intend to maintain
their investment in the Funds for long periods. See "Asset Based Sales Charge
Alternative -- Class C Shares" below.

In determining which class of shares to purchase, an investor should always 
consider whether any waiver or reduction of a sales charge or a contingent 
deferred sales charge is available. See generally "Initial Sales Charge 
Alternative -- Class A Shares" and "Waiver of Contingent Deferred Sales 
Charges" below. 

There is no size limit on purchases of Class A shares. The maximum single 
purchase of Class B shares accepted is $249,999. The maximum single purchase 
of Class C shares accepted is $999,999. The Funds may refuse any order to 
purchase shares. 

For a description of the Distribution and Servicing Plans and distribution 
and servicing fees payable thereunder with respect to Class A, Class B and 
Class C shares, see "Distributor and Distribution and Servicing Plans" below. 

Waiver of Contingent Deferred Sales Charges The contingent deferred sales charge
applicable to Class A and C shares is currently waived for (i) any partial or
complete redemption in connection with a distribution without penalty under
Section 72(t) of the Internal Revenue Code of 1986, as amended (the "Code") from
a retirement plan, including a 403(b)(7) plan or an IRA (a) upon attaining age
59-1/2, (b) as part of a series of substantially equal periodic payments, or (c)
in the case of an employer sponsored retirement plan, upon separation from
service and attaining age 55; (ii) any partial or complete redemption in
connection with a qualifying loan or hardship withdrawal from an employer
sponsored retirement plan; (iii) any complete redemption in connection with a
distribution from a qualified employer retirement plan in connection with
termination of employment or termination of the employer's plan and the transfer
to another employer's plan or to an IRA; (iv) any partial or complete redemption
following death or disability (as defined in the Code) of a shareholder
(including one who owns the shares as joint tenant with his or her spouse) from
an account in which the deceased or disabled is named, provided the redemption
is requested within one year of the death or initial determination of
disability; (v) any redemption resulting from a return of an excess contribution
to a qualified employer retirement plan or an IRA; or (vi) certain periodic
redemptions under an Automatic Withdrawal Plan from an account meeting certain
minimum balance requirements, in amounts meeting certain maximums established
from time to time by the Distributor; (vii) redemptions by Trustees, officers
and employees of the Trust and by directors, officers and employees of the
Distributor and the Manager; (viii) redemptions effected pursuant to a Fund's
right to involuntarily redeem a shareholder's account if the aggregate net asset
value of shares held in such shareholder's account is less than a minimum
account size specified in such Fund's prospectus; (ix) involuntary redemptions
caused by operation of law; (x) redemption of shares of any Fund that is
combined with another Fund, investment company, or personal holding company by
virtue of a merger, acquisition or other similar reorganization transaction;
(xi) redemptions by a share-

<PAGE>
46  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
holder who is a participant making periodic purchases of not less than $50 
through certain employer sponsored savings plans that are clients of a 
broker-dealer with which the Distributor has an agreement with respect to 
such purchases; or (xii) redemptions effected by trustees or other 
fiduciaries who have purchased shares for employer sponsored plans, the 
administrator for which has an agreement with the Distributor with respect to 
such purchases. 

The contingent deferred sales charge applicable to Class B shares is 
currently waived for any partial or complete redemption (a) in connection 
with a distribution without penalty under Section 72(t) of the Code from a 
403(b)(7) plan or an IRA upon attaining age 59-1/2 and (b) following death or 
disability (as defined in the Code) of a shareholder (including one who owns 
the shares as joint tenant with his or her spouse) from an account in which 
the deceased or disabled is named, provided the redemption is requested 
within one year of the death or initial determination of disability. 

The Distributor may require documentation prior to waiver of the contingent 
deferred sales charge for any class including distribution letters, 
certification by plan administrators, applicable tax forms, death 
certificates, physicians certificates, etc. 

Initial Sales Charge Alternative -- Class A Shares 

Class A shares are sold at a public offering price equal to their net asset 
value per share plus a sales charge, as set forth below. As indicated below 
under "Class A Deferred Sales Charge," certain investors that purchase 
$1,000,000 or more of any Fund's Class A shares (and thus pay no initial 
sales charge) may be subject to a 1% contingent deferred sales charge if they 
redeem such shares during the first 18 months after their purchase. 

Equity Income Fund, Value Fund, Growth Fund, Target Fund, Discovery Fund, 
Opportunity Fund, Innovation Fund, International Fund and Precious Metals 
Fund 

<TABLE>
<CAPTION>
                                                 Discount or 
                                     Sales       Commission 
                       Sales         Charge      to Dealers 
                      Charge        As % of        As % of 
                      As % of      the Public      Public 
Amount of           Net Amount      Offering      Offering 
Purchase             Invested        Price          Price 
- ----------------     ----------    -----------   ----------- 
<S>                    <C>            <C>           <C>
$0-$49,999             5.82%          5.50%         4.75% 
$50,000-$99,999        4.71%          4.50%         3.75% 
$100,000-$249,999      3.90%          3.75%         3.00% 
$250,000-$499,999      2.56%          2.50%         2.00% 
$500,000-$999,999      1.78%          1.75%         1.50% 
$1,000,000+            0.00%(1)       0.00%(1)      0.75% 
</TABLE>

Global Income Fund, High Income Fund, Total Return Income Fund, Tax Exempt 
Fund and U.S. Government Fund 
<TABLE>
<CAPTION>
                                                 Discount or 
                                     Sales       Commission 
                       Sales         Charge      to Dealers 
                      Charge        As % of        As % of 
                      As % of      the Public      Public 
Amount of           Net Amount      Offering      Offering 
Purchase             Invested        Price          Price 
- ----------------     ----------    -----------   ----------- 
<S>                    <C>            <C>           <C>
$0-$49,999             4.99%          4.75%         4.00% 
$50,000-$99,999        4.44%          4.25%         3.50% 
$100,000-$249,999      3.90%          3.75%         3.00% 
$250,000-$499,999      2.56%          2.50%         2.00% 
$500,000-$999,999      1.78%          1.75%         1.50% 
$1,000,000+            0.00%(1)       0.00%(1)      0.50% 
</TABLE>

Short-lntermediate Fund 
<TABLE>
<CAPTION>
                                                 Discount or 
                                     Sales       Commission 
                       Sales         Charge      to Dealers 
                      Charge        As % of        As % of 
                      As % of      the Public      Public 
Amount of           Net Amount      Offering      Offering 
Purchase             Invested        Price          Price 
- ----------------     ----------    -----------   ----------- 
<S>                    <C>             <C>          <C>
$0-$49,999             3.09%           3.00%        2.50% 
$50,000-$99,999        2.56%           2.50%        2.00% 
$100,000-$249,999      2.04%           2.00%        1.50% 
$250,000-$499,999      1.52%           1.50%        1.25% 
$500,000-$999,999      1.27%           1.25%        1.00% 
$1,000,000+            0.00%(1)         000%(1)     0.50% 
</TABLE>

(1)As shown, investors that purchase more than $1,000,000 of any Fund's Class 
   A shares will not pay any initial sales charge on such purchase. However, 
   except with regard to purchases of Class A shares of the Money Market 
   Fund, purchasers of $1,000,000 or more of Class A shares (other than those 
   purchasers described below under "Sales at Net Asset Value") will be 
   subject to a contingent deferred sales charge of 1% if such shares are 
   redeemed during the first 18 months after such shares are purchased unless 
   such purchaser is eligible for a waiver of the contingent deferred sales 
   charge as described under "Waiver of Contingent Deferred Sales Charge" 
   above. See "Class A Deferred Sales Charge" below. 

   Except as described below, the Distributor will pay a commission to 
   dealers who sell amounts of $1,000,000 or more of Class A shares of each 
   of the Equity Funds, according to the following schedule: 0.75% of the 
   first $2,000,000, 0.50% of amounts from $2,000,001 to $5,000,000 and 0.25% 
   of amounts over $5,000,000; and for Class A shares of each of the Income 
   Funds except for the Money Market Fund for which no payment is made, 
   according to the following schedule: 0.50% of the first $2,000,000 and 
   0.25% of amounts over $2,000,000. 

   The Distributor will pay a commission of 0.25% to dealers in connection 
   with any size purchase of Class A shares by trustees or other fiduciaries 
   purchasing such shares for certain employer sponsored plans that have at 
   least 300 eligible participants or at least $3 million in total plan 
   assets and thus are eligible to purchase Class A shares without any 
   initial sales charge as described below under "Sales at Net Asset Value." 
   The Distributor will not pay any commission to dealers upon the sale of 
   Class A shares to any of the other purchasers described below under "Sales 
   at Net Asset Value." 

No initial sales charge applies to purchases of Class A shares of the Money 
Market Fund. However, if a shareholder exchanges Class A shares of the Money 
Market Fund, for which no sales load was paid at the time of purchase, for 
Class A shares of any other Fund, the sales charge shown above for the other 
Fund applies at the time of the exchange. 

<PAGE>
PIMCO Advisors Funds                                                          47
- --------------------------------------------------------------------------------
 
Each Fund receives the entire net asset value of its Class A shares purchased 
by investors. The Distributor receives the sales charge shown above less any 
applicable discount or commission "reallowed" to participating brokers in the 
amounts indicated in the table above. The Distributor may, however, elect to 
reallow the entire sales charge to participating brokers for all sales with 
respect to which orders are placed with the Distributor for any particular 
Fund during a particular period. A participating broker who receives a 
reallowance of 90% or more of the sales charge may be deemed to be an 
"underwriter" under the Securities Act of 1933. During such periods as may 
from time to time be designated by the Distributor, the Distributor will pay 
an additional amount of up to 0.50% of the purchase price on sales of Class A 
shares of all or selected Funds purchased to each participating broker which 
obtains purchase orders in amounts exceeding thresholds established from time 
to time by the Distributor. 

Shares issued pursuant to the automatic reinvestment of income dividends or 
capital gains distributions are issued at net asset value and are not subject 
to any sales charges. 

Under the circumstances described below, investors may be entitled to pay 
reduced sales charges for Class A shares. 

Combined Purchase Privilege Investors may qualify for a reduced sales charge by
combining purchases of the Class A shares of one or more Funds (other than the
Money Market Fund) into a "single purchase," if the resulting purchase totals at
least $50,000. The term single purchase refers to: (i) a single purchase by an
individual, or concurrent purchases, which in the aggregate are at least equal
to the prescribed amounts, by an individual, his spouse and their children under
the age of 21 years purchasing Class A shares of the Funds for his, her or their
own account; (ii) a single purchase by a trustee or other fiduciary purchasing
shares for a single trust, estate or fiduciary account although more than one
beneficiary is involved; or (iii) a single purchase for the employee benefit
plans of a single employer. For further information, consult the Statement of
Additional Information or call the Distributor at 800-426-0107 or your broker.

Cumulative Quantity Discount (Right of Accumulation) 
A purchase of additional Class A shares of any Fund (other than the Money 
Market Fund) may qualify for a Cumulative Quantity Discount at the rate 
applicable to the discount bracket obtained by adding: 

 (i) the investor's current purchase; 

 (ii) the value (at the close of business on the day of the current purchase) 
of all Class A shares of any Fund (other than the Money Market Fund) held by 
the investor computed at the maximum offering price; and 

 (iii) the value of all shares described in paragraph (ii) owned by another 
shareholder eligible to be combined with the investor's purchase into a 
"single purchase" as defined above under "Combined Purchase Privilege." 

For example, if you owned Class A shares of the High Income Fund worth 
$25,000 at the current maximum offering price and wished to purchase Class A 
shares of the Growth Fund worth an additional $30,000, the sales charge for 
the $30,000 purchase would be at the 4.50% rate applicable to a single 
$55,000 purchase of shares of the Growth Fund, rather than the 5.50% rate. 

An investor or participating broker must notify the Distributor whenever a 
quantity discount or reduced sales charge is applicable to a purchase and 
must provide the Distributor with sufficient information at the time of 
purchase to verify that each purchase qualifies for the privilege or 
discount. Upon such notification, the investor will receive the lowest 
applicable sales charge. The quantity discounts described above may be 
modified or terminated at any time. 

Letter of Intent An investor may also obtain a reduced sales charge by means of
a written Letter of Intent, which expresses an intention to invest not less than
$50,000 within a period of 13 months in Class A shares of any Fund(s) (other
than the Money Market Fund). Each purchase of shares under a Letter of Intent
will be made at the public offering price or prices applicable at the time of
such purchase to a single transaction of the dollar amount indicated in the
Letter. At the investor's option, a Letter of Intent may include purchases of
Class A shares of any Fund (other than the Money Market Fund) made not more than
90 days prior to the date the Letter of Intent is signed; however, the 13-month
period during which the Letter is in effect will begin on the date of the
earliest purchase to be included and the sales charge on any purchases prior to
the Letter will not be adjusted.

Investors qualifying for the Combined Purchase Privilege described above may 
purchase shares of the Funds under a single Letter of Intent. For example, if 
at the time you sign a Letter of Intent to invest at least $100,000 in Class 
A shares of any Fund (other than the Money Market Fund), you and your spouse 
each purchase Class A shares of the Growth Fund worth 

<PAGE>
48  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
$30,000 (for a total of $60,000), it will only be necessary to invest a total 
of $40,000 during the following 13 months in Class A shares of any of the 
Funds (other than the Money Market Fund) to qualify for the 3.75% sales 
charge on the total amount being invested (the sales charge applicable to an 
investment of $100,000 in any of the Funds other than the Money Market and 
Short-lntermediate Funds). 

A Letter of Intent is not a binding obligation to purchase the full amount 
indicated. The minimum initial investment under a Letter of Intent is 5% of 
such amount. Shares purchased with the first 5% of such amount will be held 
in escrow (while remaining registered in your name) to secure payment of the 
higher sales charge applicable to the shares actually purchased in the event 
the full intended amount is not purchased. If the full amount indicated is 
not purchased, a sufficient amount of such escrowed shares will be 
involuntarily redeemed to pay the additional sales charge applicable to the 
amount actually purchased, if necessary. Dividends on escrowed shares, 
whether paid in cash or reinvested in additional Fund shares, are not subject 
to escrow. When the full amount indicated has been purchased, the escrow will 
be released. 

If you wish to enter into a Letter of Intent in conjunction with your initial 
investment in Class A shares of a Fund, you should complete the appropriate 
portion of the Account Application included with this Prospectus. If you are 
a current Class A shareholder desiring to do so you can obtain a form of 
Letter of Intent by contacting the Distributor at 800-426-0107 or any broker 
participating in this program. 

Reinstatement Privilege A Class A shareholder who has caused any or all of his
shares (other than Money Market Fund shares that were not acquired by exchanging
Class A shares of another Fund) to be redeemed may reinvest all or any portion
of the redemption proceeds in Class A shares of any Fund at net asset value
without any sales charge, provided that such reinvestment is made within 90
calendar days after the redemption or repurchase date. Shares are sold to a
reinvesting shareholder at the net asset value next determined as described
above. A reinstatement pursuant to this privilege will not cancel the redemption
transaction and, consequently, any gain or loss so realized may be recognized
for federal tax purposes except that no loss may be recognized to the extent
that the proceeds are reinvested in shares of the same Fund within 30 days. The
reinstatement privilege may be utilized by a shareholder only once, irrespective
of the number of shares redeemed, except that the privilege may be utilized
without limit in connection with transactions whose sole purpose is to transfer
a shareholder's interest in a Fund to his Individual Retirement Account or other
qualified retirement plan account. An investor may exercise the reinstatement
privilege by written request sent to the Distributor or to the investor's
broker.

Sales at Net Asset Value Each Fund may sell its Class A shares at net asset
value without a sales charge to a) current or retired officers, trustees,
directors or employees of the Trust, the Manager or the Distributor, to a spouse
or child of such person or to any trust, profitsharing or pension plan for the
benefit of any such person, b) current or retired trustees of Cash Accumulation
Trust, another registered investment company for which the Manager acts as
investment adviser, c) current registered representatives and other full-time
employees of participating brokers or such persons' spouses, d) trustees or
other fiduciaries purchasing shares for certain employer sponsored plans that
have at least 300 eligible participants or at least $3 million in total plan
assets, e) trustees or other fiduciaries purchasing shares for certain
employer-sponsored plans, the trustee, fiduciary or administrator for which has
an agreement with the Distributor with respect to such purchases, f)
participants investing through accounts known as "wrap accounts" established
with brokers or dealers approved by the Distributor where such brokers or
dealers are paid a single, inclusive fee for brokerage and investment management
services, g) broker-dealers or registered investment advisers affiliated with
such broker-dealers with which the Distributor has an agreement for the use of
PIMCO Advisors Funds in particular investment products for which a fee is
charged, and h) trust accounts for which trust companies affiliated with the
Trust or the Manager serve as trustee. As described above, the Distributor will
not pay any initial commission to dealers upon the sale of Class A shares to the
purchasers described in this paragraph except for sales to purchasers described
under d) in this paragraph.

In addition, the PIMCO Advisors U.S. Government Fund may also (subject to 
appropriate documentation) sell its Class A shares without a sales charge 
where the amount invested represents proceeds of a redemption from a mutual 
fund not distributed by PIMCO Advisors Distribution Company if such 
redemption occurred no more than 60 days prior to the purchase of the Fund's 
Class A shares and the shareholder either (i) paid an initial sales charge on 
the redeemed shares (or was entitled to a waiver of the initial sales charge) 
or (ii) was at some time subject to a deferred sales charge with respect to 
the redemption proceeds, whether or not a deferred sales charge was in fact 
paid. 

<PAGE>
PIMCO Advisors Funds                                                          49
- --------------------------------------------------------------------------------

Class A Deferred Sales Charge For all Funds except the Money Market Fund,
investors who purchase $1,000,000 or more of Class A shares (and, thus, purchase
such shares without any initial sales charge) may be subject to a 1% contingent
deferred sales charge (the "Class A CDSC") if such shares are redeemed within 18
months of their purchase. The Class A CDSC does not apply to investors
purchasing $1,000,000 or more of any Fund's Class A shares if such investors are
otherwise eligible to purchase Class A shares without any sales charge because
they are described under "Sales at Net Asset Value" above.

For purchases subject to the Class A CDSC, a 1% CDSC will apply for any 
redemption of such Class A shares that occurs within 18 months of their 
purchase. No CDSC will be imposed if the shares redeemed have been acquired 
through the reinvestment of dividends or capital gains distributions or if 
the amount redeemed is derived from increases in the value of the account 
above the amount of purchase payments subject to the CDSC. In determining 
whether a CDSC is payable, it is assumed that Class A shares acquired through 
the reinvestment of dividends and distributions are redeemed first, and 
thereafter that Class A shares that have been held by an investor for the 
longest period of time are redeemed first. 

The Class A CDSC does not apply to Class A shares of the Money Market Fund 
but, if Money Market Fund Class A shares are purchased in a transaction that, 
for any other Fund, would be subject to the CDSC (i.e., a purchase of 
$1,000,000 or more) and are subsequently exchanged for Class A shares of any 
other Fund, a Class A CDSC will apply to the shares of the Fund acquired by 
exchange for a period of 18 months from the date of the exchange. 

The Class A CDSC is currently waived in connection with certain redemptions 
as described above under "Alternative Purchase Arrangements -- Waiver of 
Contingent Deferred Sales Charges." 

For more information about the Class A CDSC, call the Distributor at 
800-426-0107. 

Participating Brokers Investment dealers and other firms provide varying
arrangements for their clients to purchase and redeem Fund shares. Some may
establish higher minimum investment requirements than set forth above. Firms may
arrange with their clients for other investment or administrative services. Such
firms may independently establish and charge additional amounts to their clients
for such services, which charges would reduce clients' return. Firms also may
hold Fund shares in nominee or street name as agent for and on behalf of their
customers. In such instances, the Trust's transfer agent will have no
information with respect to or control over accounts of specific shareholders.
Such shareholders may obtain access to their accounts and information about
their accounts only from their broker. In addition, certain privileges with
respect to the purchase and redemption of shares or the reinvestment of
dividends may not be available through such firms. Some firms may participate in
a program allowing them access to their clients' accounts for servicing
including, without limitation, transfers of registration and dividend payee
changes; and may perform functions such as generation of confirmation statements
and disbursement of cash dividends. This Prospectus should be read in connection
with such firms' material regarding their fees and services.

Deferred Sales Charge Alternative-- 
Class B Shares 

Class B shares are sold at their current net asset value without any initial 
sales charge. The full amount of an investor's purchase payment will be 
invested in shares of the Fund(s) selected. A contingent deferred sales 
charge ("CDSC") will be imposed on Class B shares (including Money Market 
Fund shares) if an investor redeems an amount which causes the current value 
of the investor's account for a Fund to fall below the total dollar amount of 
purchase payments subject to the CDSC, except that no CDSC is imposed if the 
shares redeemed have been acquired through the reinvestment of dividends or 
capital gains distributions or if the amount redeemed is derived from 
increases in the value of the account above the amount of purchase payments 
subject to the CDSC. 

Initial purchases of Class B shares of the Short-Intermediate Fund are 
suitable only as a temporary investment for investors who expect to exchange 
such shares into Class B shares of another Fund within a short time after 
purchase. Investors who expect to hold shares of the Short-Intermediate Fund 
for longer periods should purchase Class A or Class C shares. 

Class B shares of the Money Market Fund are not offered for initial purchases 
but may be obtained through exchanges of Class B shares of other Funds. See 
"Exchange Privilege" below. 

Class B shares are not available for purchase by employer sponsored 
retirement plans. 

Whether a CDSC is imposed and the amount of the CDSC will depend on the 
number of years since the 

<PAGE>
50  PIMCO Advisors Funds
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investor made a purchase payment from which an amount is being redeemed. 
Purchases are subject to the CDSC according to the following schedule: 

Year Since Purchase        Percentage Contingent 
Payment Was Made           Deferred Sales Charge 
- ----------------------    ------------------------ 
First                                5 
Second                               4 
Third                                3 
Fourth                               3 
Fifth                                2 
Sixth                                1 
Seventh                              0 
Eighth                               * 
*Class B shares convert into Class A shares as described below. 

In determining whether a CDSC is payable, it is assumed that the purchase 
payment from which a redemption is made is the earliest purchase payment from 
which a redemption or exchange has not already been fully effected. 

In determining whether an amount is available for redemption without 
incurring a CDSC, the purchase payments made for all Class B shares in the 
shareholder's account with the particular Fund are aggregated, and the 
current value of all such shares is aggregated. Any CDSC imposed on a 
redemption of Class B shares is paid to the Distributor. 

Class B shares are subject to higher distribution fees than Class A shares 
for a fixed period after their purchase, after which they automatically 
convert to Class A shares and are no longer subject to such higher 
distribution fees. Class B shares of each Fund automatically convert into 
Class A shares after they have been held for seven years. 

For sales of Class B shares made and services rendered to Class B 
shareholders, the Distributor intends to make payments to participating 
brokers, at the time a shareholder purchases Class B shares, of 4% of the 
purchase amount for each of the Funds. During such periods as may from time 
to time be designated by the Distributor, the Distributor will pay selected 
participating brokers an additional amount of up to 0.50% of the purchase 
price on sales of Class B shares of all or selected Funds purchased to each 
participating broker which obtains purchase orders in amounts exceeding 
thresholds established from time to time by the Distributor. 

The Class B CDSC is currently waived in connection with certain redemptions 
as described above under "Alternative Purchase Arrangements -- Waiver of 
Contingent Deferred Sales Charges." 

For more information about the Class B CDSC, call the Distributor at 
800-426-0107. 

Asset Based Sales Charge Alternative -- 
Class C Shares 

Class C shares are sold at their current net asset value without any initial 
sales charge. A CDSC is imposed on Class C shares (including Money Market 
Fund shares) if an investor redeems an amount which causes the current value 
of the investor's account for a Fund to fall below the total dollar amount of 
purchase payments subject to the CDSC, except that no CDSC is imposed if the 
shares redeemed have been acquired through the reinvestment of dividends or 
capital gains distributions or if the amount redeemed is derived from 
increases in the value of the account above the amount of purchase payments 
subject to the CDSC. All of an investor's purchase payments are invested in 
shares of the Fund(s) selected. 

Whether a CDSC is imposed and the amount of the CDSC will depend on the 
number of years since the investor made a purchase payment from which an 
amount is being redeemed and the date such purchase payment was made. 
Purchases are subject to the CDSC according to the following schedules: 

Purchase payments made on or after July 1, 1991: 

Year Since Purchase          Percentage Contingent 
Payment Was Made             Deferred Sales Charge 
- ------------------------    ------------------------ 
First                                  1 
Thereafter                             0 

Purchase payments made before July 1, 1991: 

Year Since Purchase         Percentage Contingent 
Payment Was Made            Deferred Sales Charge 
- -----------------------    ------------------------ 
Fifth                                 2 
Sixth and following                   O 

In determining whether a CDSC is payable, it is assumed that the purchase 
payment from which the redemption is made is the earliest purchase payment 
(from which a redemption or exchange has not already been effected). If the 
earliest purchase from which a redemption has not yet been effected was made 
on or after July 1, 1991 and within 12 months before the redemption, then a 
CDSC at the rate of 1% will be imposed. If the earliest purchase payment from 
which a redemption has not yet been effected was made before July 1, 1991, 
then a CDSC of 2% may be imposed, in accordance with the table above. 

The following examples will illustrate the operation of the CDSC: 

 (1) Assume that an individual opens an account and makes a purchase payment 
     of $10,000 after July 1, 

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1991 for Class C shares of a Fund and that six months later the value of the 
investor's account for that Fund has grown through investment performance and 
reinvestment of distributions to $11,000. The investor then may redeem up to 
$1,000 from that Fund ($11,000 minus $10,000) without incurring a CDSC. If 
the investor should redeem $3,000, a CDSC would be imposed on $2,000 of the 
redemption (the amount by which the investor's account for the Fund was 
reduced below the amount of the purchase payment). At the rate of 1%, the 
CDSC would be $20. 

 (2) Assume that the same individual in example (1) above had, in addition to 
the purchase payment on or after July 1, 1991, also made a purchase payment 
of $10,000 before July 1, 1991, and 4-1/2 years before the redemption. Assume 
that the value of the $20,000 combined investment has grown to $21,000. As in 
example (1) above, the investor may redeem $1,000 without incurring a CDSC. 
If the investor redeemed $3,000, the $2,000 subject to a CDSC would be 
assumed to have come from the purchase payment made before July 1, 1991, 
which is in its fifth year since purchase. Therefore, the charge would be at 
the 2% rate, according to the CDSC schedule which was in effect at the time 
of that purchase payment. The total charge would be $40. 

In determining whether an amount is available for redemption without 
incurring a CDSC, the purchase payments made for all Class C shares in the 
shareholder's account with the particular Fund are aggregated, and the 
current value of all such shares is aggregated. Any CDSC imposed on a 
redemption of Class C shares is paid to the Distributor. 

Unlike Class B shares, Class C shares do not automatically convert to any 
other class of shares of the Funds. 

Except as described below, for sales of Class C shares made and services 
rendered to Class C shareholders, the Distributor expects to make payments to 
participating brokers, at the time the shareholder purchases Class C shares, 
of 1.00% (representing 0.75% distribution fees and 0.25% servicing fees) of 
the purchase amount for all Funds except the Short-Intermediate Fund for 
which the expected payment is 0.75% (representing 0.50% distribution fees and 
0.25% servicing fees) and the Money Market Fund for which no payment is 
expected to be made. For sales of Class C shares made to participants making 
periodic purchases of not less than $50 through certain employer sponsored 
savings plans which are clients of a broker-dealer with which the Distributor 
has an agreement with respect to such purchases, no payments are made at the 
time of purchase. At the time shares of the Money Market Fund on which no 
commission has been paid are exchanged for shares of another Fund, the 
Distributor intends to make the payments to participating brokers that are 
described above applicable to that other Fund. During such periods as may 
from time to time be designated by the Distributor, the Distributor will pay 
an additional amount of up to 0.50% of the purchase price on sales of Class C 
shares of all or selected Funds purchased to each participating broker which 
obtains purchase orders in amounts exceeding thresholds established from time 
to time by the Distributor. 

The Class C CDSC is currently waived in connection with certain redemptions 
as described above under "Alternative Purchase Arrangements -- Waiver of 
Contingent Deferred Sales Charges." 

For more information about the Class C CDSC, contact the Distributor at 
800-426-0107. 

Exchange Privilege

Except with respect to exchanges for shares of the Opportunity Fund which 
currently are subject to certain restrictions, a shareholder may exchange 
Class A, Class B and Class C shares of any Fund for the same Class of shares 
of any other Fund in an account with identical registration on the basis of 
their respective net asset values (except that a sales charge will apply on 
exchanges of Class A shares of the Money Market Fund on which no sales load 
was paid at the time of purchase). For information on restrictions applicable 
to exchanges of shares for shares of the Opportunity Fund, see "How To Buy 
Shares -- Restrictions on Sales of and Exchanges for Shares of the 
Opportunity Fund" above. Class A shares of the Money Market Fund may be 
exchanged for Class A shares of any other Fund, but the usual sales charges 
applicable to investments in such other Fund apply on shares for which no 
sales load was paid at the time of purchase. There are currently no exchange 
fees or charges. Except with respect to tax-qualified programs and exchanges 
effected through the PIMCO Advisors Auto Exchange plan, exchanges are subject 
to the $250 minimum initial purchase requirement for each Fund. An exchange 
will constitute a taxable sale for federal income tax purposes. 

Investors who maintain their account with the Distributor may exchange shares 
by a written exchange request sent to PIMCO Advisors Distribution Company, 
P.O. Box 5866, Denver, CO 80217-5866 or, unless the investor has specifically 
declined telephone exchange privileges on the 

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52  PIMCO Advisors Funds
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Account Application or elected in writing not to utilize telephone exchanges, 
by a telephone request to the Transfer Agent at 800-852-8457. The Trust will 
employ reasonable procedures to confirm that instructions communicated by 
telephone are genuine, and may be liable for any losses due to unauthorized 
or fraudulent instructions if it fails to employ such procedures. The Trust 
will require a form of personal identification prior to acting on a caller's 
telephone instructions, will provide written confirmations of such 
transactions and will record telephone instructions. Exchange forms are 
available from the Distributor at 800-426-0107 and may be used if there will 
be no change in the registered name or address of the shareholder. Changes in 
registration information or account privileges may be made in writing to the 
Transfer Agent, Shareholder Services, Inc., P.O. Box 5866, Denver, Colorado 
80217-5866, or by use of forms which are available from the Distributor. A 
signature guarantee is required. See "Signature Guarantee" under "General." 
Telephone exchanges may be made between 9:00 a.m. and the close of regular 
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) on 
any day the Exchange is open (generally weekdays other than normal holidays). 
The Trust reserves the right to refuse exchange purchases if, in the judgment 
of the Manager, the purchase would adversely affect the Fund and its 
shareholders. In particular, a pattern of exchanges characteristic of 
"market-timing" strategies may be deemed by the Manager to be detrimental to 
the Fund. Although the Trust has no current intention of terminating or 
modifying the exchange privilege, it reserves the right to do so at any time. 
Except as otherwise permitted by SEC regulations, the Trust will give 60 
days' advance notice to shareholders of any termination or material 
modification of the exchange privilege. For further information about 
exchange privileges, contact your participating broker or call the Transfer 
Agent at 800-426-0107. 

With respect to Class B and Class C shares, or Class A shares subject to a 
CDSC, if less than all of an investment is exchanged out of a Fund, any 
portion of the investment attributable to capital appreciation and/or 
reinvested dividends or capital gains distributions will be exchanged first, 
and thereafter any portions exchanged will be from the earliest investment 
made in the Fund from which the exchange was made. Shareholders should take 
into account the effect of any exchange on the applicability of any CDSC that 
may be imposed upon any subsequent redemption. Although the Class A CDSC does 
not apply to Class A shares of the Money Market Fund, if Money Market Fund 
Class A shares purchased in a transaction that would otherwise be subject 
to the Class A CDSC (i.e. most purchases of $1,000,000 or more) are 
subsequently exchanged for Class A shares of any other Fund, a Class A CDSC 
will apply to the shares of the Fund acquired by exchange for a period of 18 
months from the date of the exchange. See "Initial Sales Charge Alternative 
- -- Class A Shares -- Class A Deferred Sales Charge" above. 

Auto Exchange Investors may also select the PIMCO Advisors Auto Exchange plan
which establishes automatic periodic exchanges. For further information on
automatic exchanges see "PIMCO Advisors Auto Exchange" under "How to Buy
Shares."

How to Redeem

Shares may be redeemed through a participating broker, by telephone, by 
submitting a written redemption request directly to the Transfer Agent (for 
non-broker accounts) or through an Automatic Withdrawal Plan or PIMCO 
Advisors Fund Link. In the event a shareholder redeems all of his or her 
shares of the Opportunity Fund after December 31, 1992, or all participants 
in certain self-directed qualified benefit plans redeem their shares of the 
Opportunity Fund after March 31, 1993, such shareholder and the participants 
in such plans will no longer be eligible to purchase shares of the 
Opportunity Fund. See "How to Buy Shares -- Restrictions on Sales of and 
Exchanges for Shares of the Opportunity Fund." 

A CDSC may apply to a redemption of Class A, Class B or Class C shares. See 
"Alternative Purchase Arrangements" above. Shares are redeemed at their net 
asset value next determined after a proper redemption request has been 
received, less any applicable CDSC. There is no charge by the Distributor 
(other than an applicable CDSC) with respect to a redemption; however, a 
participating broker who processes a redemption for an investor may charge 
customary commissions for its services. Dealers and other financial services 
firms are obligated to transmit orders promptly. Requests for redemption 
received by dealers or other firms prior to the close of regular trading on 
the New York Stock Exchange (normally 4:00 p.m. Eastern time) on a regular 
business day and received by the Distributor prior to the close of the 
Distributor's business day will be confirmed at the net asset value effective 
as of the closing of the Exchange on that day, less any applicable CDSC. 

Direct Redemption A shareholder's original Account Application permits the
shareholder to redeem by written request and by telephone (unless the
shareholder specifically elects not to utilize telephone redemptions) and to
elect one or more of the additional redemption

<PAGE>
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procedures described below. A shareholder may change the instructions 
indicated on his original Account Application, or may request additional 
redemption options, only by transmitting a written direction to the Transfer 
Agent. Requests to institute or change any of the additional redemption 
procedures will require a signature guarantee. 

Redemption proceeds will normally be mailed to the redeeming shareholder 
within seven days or, in the case of wire transfer or Fund Link redemptions, 
sent to the designated bank account within one business day. Fund Link 
redemptions may be received by the bank on the second or third business day. 
In cases where shares have recently been purchased by personal check, 
redemption proceeds may be withheld until the check has been collected, which 
may take up to 15 days. To avoid such withholding, investors should purchase 
shares by certified or bank check or by wire transfer. 

Written Requests (Does not apply to shares held in broker "street name"
accounts.) To redeem shares in writing (whether or not represented by
certificates), a shareholder must send the following items to the Fund's
Transfer Agent, Shareholder Services, Inc., P.O. Box 5866, Denver, Colorado
80217-5866: (1) a written request for redemption signed by all registered owners
exactly as the account is registered on the Transfer Agent's records, including
fiduciary titles, if any, and specifying the account number and the dollar
amount or number of shares to be redeemed; (2) for certain redemptions described
below, a guarantee of all signatures on the written request or on the share
certificate or accompanying stock power, if required, as described under
"Signature Guarantee"; (3) any share certificates issued for any of the shares
to be redeemed (see "Certificated Shares" below); and (4) any additional
documents which may be required by the Transfer Agent for redemption by
corporations, partnerships or other organizations, executors, administrators,
trustees, custodians or guardians, or if the redemption is requested by anyone
other than the shareholder(s) of record. Transfers of shares are subject to the
same requirements. A signature guarantee is not required for redemptions of
$50,000 or less, requested by and payable to all shareholders of record for the
account, to be sent to the address of record for that account. To avoid delay in
redemption or transfer, shareholders having any questions about these
requirements should contact the Transfer Agent in writing or by calling
1-800-426-0107 before submitting a request. REDEMPTION OR TRANSFER REQUESTS WILL
NOT BE HONORED UNTIL ALL REQUIRED DOCUMENTS IN THE PROPER FORM HAVE BEEN
RECEIVED BY THE TRANSFER AGENT.

If the proceeds of the redemption (i) exceed $50,000, (ii) are to be paid to 
a person other than the record owner, (iii) are to be sent to an address 
other than the address of the account on the Transfer Agent's records, or 
(iv) are to be paid to a corporation, partnership, trust or fiduciary, the 
signature(s) on the redemption request and on the certificates, if any, or 
stock power must be guaranteed as described above, except that the 
Distributor may waive the signature guarantee requirement for redemptions up 
to $2,500 by a trustee of a qualified retirement plan, the administrator for 
which has an agreement with the Distributor. 

Telephone Redemptions (Does not apply to shares held in broker "street name"
accounts.) The Trust accepts telephone requests for redemption of uncertificated
shares for amounts up to $50,000 within any 7 calendar day period, except for
investors who have specifically declined telephone redemption privileges on the
Account Application or elected in writing not to utilize telephone redemptions.
The proceeds of a telephone redemption will be sent to the record shareholder at
his record address. Changes in account information must be made in a written
authorization with a signature guarantee. See "Signature Guarantee" under
"General." Telephone redemptions will not be accepted during the 30-day period
following any change in an account's record address.

By completing an Account Application, an investor agrees that the Trust, the 
Distributor and the Transfer Agent shall not be liable for any loss incurred 
by the investor by reason of the Trust accepting unauthorized telephone 
redemption requests for his account if the Trust reasonably believes the 
instructions to be genuine. Thus, shareholders risk possible losses in the 
event of a telephone redemption not authorized by them. The Trust may accept 
telephone redemption instructions from any person identifying himself as the 
owner of an account or the owner's broker where the owner has not declined in 
writing to utilize this service. The Trust will employ reasonable procedures 
to confirm that instructions communicated by telephone are genuine, and may 
be liable for any losses due to unauthorized or fraudulent instructions if it 
fails to employ such procedures. The Trust will require a form of personal 
identification prior to acting on a caller's telephone instructions, will 
provide written confirmations of such transactions and will record telephone 
instructions. 

A shareholder making a telephone redemption should call the Transfer Agent at 
800-852-8457 and state (i) the name of the shareholder as it appears on the 
Transfer Agent's records, (ii) his account number with the Trust, (iii) the 
amount to be withdrawn and (iv) the name of the person requesting the 
redemption. Usually the proceeds are sent to the investor on the next Trust 

<PAGE>
54  PIMCO Advisors Funds
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business day after the redemption is effected, provided the redemption 
request is received prior to the close of regular trading on the New York 
Stock Exchange (normally 4:00 p.m. Eastern time) that day. If the redemption 
request is received after the closing of the Exchange, the redemption is 
effected on the following Trust business day at that day's net asset value 
and the proceeds are usually sent to the investor on the second following 
Trust business day. The Trust reserves the right to terminate or modify the 
telephone redemption service at any time. During times of severe disruptions 
in the securities markets, the volume of calls may make it difficult to 
redeem by telephone, in which case a shareholder may wish to send a written 
request for redemption as described under "Written Requests" above. Telephone 
communications may be recorded by the Distributor or the Transfer Agent. 

Fund Link Redemptions (Does not apply to shares held in broker "street name"
accounts.) If a shareholder has established Fund Link, the shareholder may
redeem shares by telephone and have the redemption proceeds sent to a designated
account at a financial institution. Fund Link is normally established within 45
days of receipt of the Application by the Transfer Agent. To use Fund Link for
redemptions, call the Transfer Agent at 800-852-8457. Subject to the limitations
set forth above under "Telephone Redemptions," the Distributor, the Trust and
the Transfer Agent may rely on instructions by any registered owner believed to
be genuine and will not be responsible to any shareholder for any loss, damage
or expense arising out of such instructions. Requests received by the Transfer
Agent prior to the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. Eastern time) on a business day will be processed at the net
asset value on that day and the proceeds (less any CDSC) will normally be sent
to the designated bank account on the following business day and received by the
bank on the second or third business day. If the redemption request is received
after the close of regular trading on the Exchange, the redemption is effected
on the following business day. Shares purchased by check may not be redeemed
through Fund Link until such shares have been owned (i.e., paid for) for at
least 15 days. Fund Link may not be used to redeem shares held in certificated
form. Changes in bank account information must be made by completing a new Fund
Link Application, signed by all owners of record of the account, with all
signatures guaranteed. See "Signature Guarantee" under "General." See "PIMCO
Advisors Fund Link" under "How to Buy Shares" for information on establishing
the Fund Link privilege. The Trust may terminate the Fund Link program at any
time without notice to shareholders.

Expedited Wire Transfer Redemptions (Does not apply to shares held in broker
"street name" accounts.) If a shareholder has given authorization for expedited
wire redemption, shares can be redeemed and the proceeds sent by federal wire
transfer to a single previously designated bank account. Requests received by
the Trust prior to the close of the Exchange will result in shares being
redeemed that day at the next determined net asset value (less any CDSC) and
normally the proceeds being sent to the designated bank account the following
business day. The bank must be a member of the Federal Reserve wire system.
Delivery of the proceeds of a wire redemption request may be delayed by the
Trust for up to 7 days if the Distributor deems it appropriate under then
current market conditions. Once authorization is on file, the Trust will honor
requests by any person identifying himself as the owner of an account or the
owner's broker by telephone at 800-852-8457 or by written instructions. The
Trust cannot be responsible for the efficiency of the Federal Reserve wire
system or the shareholder's bank. The Trust does not currently charge for wire
transfers. The shareholder is responsible for any charges imposed by the
shareholder's bank. The minimum amount that may be wired is $2,500. The Trust
reserves the right to change this minimum or to terminate the wire redemption
privilege. Shares purchased by check may not be redeemed by wire transfer until
such shares have been owned (i.e., paid for) for at least 15 days. Expedited
wire transfer redemptions may be authorized by completing a form available from
the Distributor. Wire redemptions may not be used to redeem shares in
certificated form. To change the name of the single bank account designated to
receive wire redemption proceeds, it is necessary to send a written request with
signatures guaranteed to PIMCO Advisors Distribution Company, P.O. Box 5866,
Denver, CO 80217-5866. See "Signature Guarantee" under "General."

Certificated Shares To redeem shares for which certificates have been issued,
the certificates must be mailed to or deposited with the Trust, duly endorsed or
accompanied by a duly endorsed stock power or by a written request for
redemption. Signatures must be guaranteed as described under "Signature
Guarantee." Further documentation may be requested from institutions or
fiduciary accounts, such as corporations, custodians (e.g., under the Uniform
Gifts to Minors Act), executors, administrators, trustees or guardians
("institutional account owners"). The redemption request and stock power must be
signed exactly as the account is registered, including indication of any special
capacity of the registered owner.

<PAGE>
PIMCO Advisors Funds                                                          55
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Automatic Withdrawal Plan 

An investor who owns or buys shares of a Fund having a net asset value of 
$10,000 or more may open an Automatic Withdrawal plan and have a designated 
sum of money (not less than $100 per Fund) paid monthly (or quarterly) to the 
investor or another person. Such a plan may be established by completing the 
appropriate section of the PIMCO Advisors Funds Account Application or you 
may obtain an Automatic Withdrawal plan Application from the Distributor or 
your broker. If an Automatic Withdrawal Plan is set up after the account is 
established providing for payment to a person other than the record 
shareholder or to an address other than the address of record, a signature 
guarantee is required. See "Signature Guarantee" under "General." Shares of 
each class of any Fund are deposited in a plan account and all distributions 
are reinvested in additional shares of that class of the Fund at net asset 
value. Shares in a plan account are then redeemed at net asset value (less 
any applicable CDSC) to make each withdrawal payment. Any applicable CDSC may 
be waived for certain redemptions under an Automatic Withdrawal plan. See 
"Waiver of Contingent Deferred Sales Charges" under "Alternative Purchase 
Agreements" above. 

Redemptions for the purpose of withdrawals are ordinarily made on the 
business day preceding the day of payment at that day's closing net asset 
value and checks are mailed on the day of payment selected by the 
shareholder. The Transfer Agent may accelerate the redemption and check 
mailing date by one day to avoid weekend delays. Payment will be made to any 
person the investor designates; however, if the shares are registered in the 
name of a trustee or other fiduciary, payment will be made only to the 
fiduciary, except in the case of a profit-sharing or pension plan where 
payment will be made to the designee. As withdrawal payments may include a 
return of principal, they cannot be considered a guaranteed annuity or actual 
yield of income to the investor. The redemption of shares in connection with 
an Automatic Withdrawal plan may result in a gain or loss for tax purposes. 
Continued withdrawals in excess of income will reduce and possibly exhaust 
invested principal, especially in the event of a market decline. The 
maintenance of an Automatic Withdrawal plan concurrently with purchases of 
additional shares of the Fund would be disadvantageous to the investor 
because of the CDSC that may become payable on such withdrawals in the case 
of Class A, Class B or Class C shares and because of the initial sales charge 
in the case of Class A shares. For this reason, the minimum investment 
accepted for a Fund while an Automatic Withdrawal plan is in effect for that 
Fund is $1,000, and an investor may not maintain a plan for the accumulation 
of shares of the Fund (other than through reinvestment of distributions) and 
an Automatic Withdrawal plan at the same time. The cost of administering the 
Automatic Withdrawal plans for the benefit of those shareholders 
participating in them is borne by the Trust as an expense of all 
shareholders. The Trust or the Distributor may terminate or change the terms 
of the Automatic Withdrawal plan at any time. 

Because the Automatic Withdrawal plan may involve invasion of capital, 
investors should consider carefully with their own financial advisers whether 
the plan and the specified amounts to be withdrawn are appropriate in their 
circumstances. The Trust and the Distributor make no recommendations or 
representations in this regard. 

Distributor and Distribution and Servicing Plans

PIMCO Advisors Distribution Company (the "Distributor"), a wholly-owned 
subsidiary of the Manager, is the principal underwriter of the Trust's shares 
and in that connection makes distribution and servicing payments to 
participating brokers and servicing payments to certain banks and other 
financial intermediaries in connection with the sale of Class B or Class C 
shares and servicing payments to participating brokers, certain banks and 
other financial intermediaries in connection with the sale of Class A shares. 
In the case of Class A shares, these parties are compensated based on the 
amount of the front-end sales charge reallowed by the Distributor, except in 
cases where Class A shares are sold without a front-end sales charge. In the 
case of Class B shares, participating brokers are compensated by an advance 
of a sales commission by the Distributor. In the case of Class C shares, part 
or all of the first year's distribution and servicing fee is generally paid 
at the time of sale. Pursuant to a Distribution Agreement with the Trust with 
respect to each Fund's Class A, Class B and Class C shares, the Distributor 
bears various other promotional and sales related expenses, including the 
cost of printing and mailing prospectuses to persons other than shareholders. 

Class A Servicing Fees: As compensation for services rendered and expenses borne
by the Distributor in connection with personal services rendered to Class A
shareholders of the Trust and the maintenance of Class A shareholder accounts,
the Trust pays the Distributor

<PAGE>
56 PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
servicing fees up to the annual rates set forth below (calculated as a 
percentage of each Fund's average daily net assets attributable to Class A 
shares): 
<TABLE>
<CAPTION>
                                                                    Servicing 
Fund                                                                   Fee 
- ---------------------------------------------------------------    ----------- 
<S>                                                                    <C>
Equity Income, Value, Growth, Target, Discovery, Opportunity, 
  Innovation, International, Precious Metals, Global Income, 
  High Income, Total Return Income, Tax-Exempt, U.S. Government 
  and Short-Intermediate                                               .25% 
Money Market*                                                          .10% 
*Subject to increase by action of the Trust's Trustees to a rate not 
  exceeding .25% per annum. Also, subject to increase to a rate not exceeding 
  0.20% if the Distributor ceases to voluntarily waive any portion of the fee. 

</TABLE>

Class B Distribution and Servicing Fees: As compensation for services rendered
and expenses borne by the Distributor in connection with the distribution of
Class B shares of each Fund of the Trust (including the Money Market Fund) and
in connection with personal services rendered to Class B shareholders of the
Trust and the maintenance of Class B shareholder accounts, the Trust pays the
Distributor distribution fees and servicing fees up to the annual rate of .75%
and .25% respectively (calculated as a percentage of each Fund's average daily
net assets attributable to Class B shares).

Class C Distribution and Servicing Fees: As compensation for services rendered
and expenses borne by the Distributor in connection with the distribution of
Class C shares of the Trust and in connection with personal services rendered to
Class C shareholders of the Trust and the maintenance of Class C shareholder
accounts, the Trust pays the Distributor distribution and servicing fees up to
the annual rates set forth below (calculated as a percentage of each Fund's
average daily net assets attributable to Class C shares):

<TABLE>
<CAPTION>
                                                       Distribution     Servicing 
Fund                                                        Fee            Fee 
- ---------------------------------------------------     ------------   ----------- 
<S>                                                         <C>            <C>
Equity Income, Value, Growth, Target, Discovery, 
  Opportunity, Innovation, International, Precious 
  Metals, Global Income, High Income, Total Return 
  Income, Tax Exempt and U.S. Government                    .75%           .25% 
Short-Intermediate*                                         .50%           .25% 
Money Market*                                               .00%           .10% 
*Subject to increase by action of the Trust's Trustees to a rate not exceeding 
  .75% per annum with respect to the distribution fee for the Short Intermediate 
  and Money Market Funds, and .25% per annum with respect to the servicing fee 
  on shares of the Money Market Fund. Also, with respect to the servicing fee on 
  shares of the Money Market Fund, such fee is subject to increase to a rate not 
  exceeding 0.20% if the Distributor ceases to voluntarily waive any portion of 
  the fee. 

</TABLE>

The Class A servicing fees and Class B and C distribution and servicing fees 
paid to the Distributor are made under Distribution and Servicing Plans 
adopted pursuant to Rule 12b-l under the Investment Company Act of 1940 and 
are of the type known as "compensation" plans. This means that, although the 
Trustees of the Trust are expected to take into account the expenses of the 
Distributor and its predecessors in their periodic review of the Distribution 
and Servicing Plans, the fees are payable to compensate the Distributor for 
services rendered even if the amount paid exceeds the Distributor's expenses. 

The distribution fee applicable to Class B and C shares may be spent by the 
Distributor on any activities or expenses primarily intended to result in the 
sale of Class B or C shares, respectively, including compensation to, and 
expenses (including overhead and telephone expenses) of, financial 
consultants or other employees of the Distributor or of participating or 
introducing brokers who engage in distribution of Class B or C shares, 
printing of prospectuses and reports for other than existing Class B or C 
shareholders, advertising and preparation, printing and distribution of sales 
literature. The servicing fee, applicable to all classes of shares of the 
Trust, may be spent by the Distributor on personal services rendered to 
shareholders of the Trust and the maintenance of shareholder accounts, 
including compensation to, and expenses (including telephone and overhead 
expenses) of, financial consultants or other employees of the Distributor or 
participating or introducing brokers, certain banks and other financial 
intermediaries who aid in the processing of purchase or redemption requests 
or the processing of dividend payments, who provide information periodically 
to shareholders showing their positions in a Fund's shares, who forward 
communications from the Trust to shareholders, who render ongoing advice 
concerning the suitability of particular investment opportunities offered by 
the Trust in light of the shareholders' needs, who respond to inquiries from 
shareholders relating to such services, or who train personnel in the 
provision of such services. Distribution and servicing fees may also be spent 
on interest relating to unreimbursed distribution or servicing expenses from 
prior years. 

Many of the Distributor's sales and servicing efforts involve the Trust as a 
whole, so that fees paid by any class of shares of any Fund may indirectly 
support sales and servicing efforts relating to the other Funds' shares of 
the same class. In reporting its expenses to the Trustees, the Distributor 
itemizes expenses that relate to the distribution and/or servicing of a 
single Fund's shares, and allocates other expenses among the Funds based on 
their relative net assets. Expenses allocated to each Fund are further 
allocated among its classes of shares annually based on the relative sales of 
each class, except for any expenses that relate only to the sale or servicing 
of a single class. The Distributor may make payments to brokers (and with 
respect to servicing fees only, to certain banks and other financial 
intermediar- 

<PAGE>
PIMCO Advisors Funds                                                          57
- --------------------------------------------------------------------------------
 
ies) of up to the following percentages annually of the average daily net 
assets attributable to shares in the accounts of their customers or clients: 

                                 Class A Shares
                                                                  Servicing 
                                                                     Fee 
                                                                 ------------ 
All Funds except the Money Market Fund                               0.25% 
Money Market Fund                                                    0.10% 

                                 Class B Shares
     (Payable only with respect to shares outstanding for one year or more)

                                                                   Servicing 
                                                                      Fee 
                                                                   ---------- 
All Funds                                                            0.25% 

              Class C Shares -- purchased on or after July 1, 1991
(Payable only with respect to shares outstanding for one year or more except 
in the case of shares for which no payment is made to the party at the time 
of sale) 

                                                  Servicing      Distribution 
                                                     Fee             Fee 
                                                   --------      ------------- 
All Funds except the Short-Intermediate and 
  Money Market Funds                               0.25%            0.65% 
Short-lntermediate Fund                            0.25%            0.45% 
Money Market Fund                                                    -- 
                                                   0.10% 

                 Class C Shares -- purchased before July 1, 1991
                                                                   Servicing 
                                                                      Fee 
                                                                   ---------- 
All Funds except the Money Market Fund                               0.25% 
Money Market Fund                                                    0.10% 

The Distributor may from time to time pay additional cash bonuses or other 
incentives to selected participating brokers in connection with the sale or 
servicing of all classes of shares of the Funds. On some occasions, such 
bonuses or incentives may be conditioned upon the sale of a specified minimum 
dollar amount of the shares of a Fund and/or all of the Funds together or a 
particular class of shares, during a specific period of time. The Distributor 
currently expects that such additional bonuses or incentives will not exceed 
..50% of the amount of any sale. 

If in any year the Distributor's expenses incurred in connection with the 
distribution of Class B and C shares and, for all classes of shares, in 
connection with the servicing of shareholders and the maintenance of 
shareholder accounts exceed the distribution and/or servicing fees paid by 
the Trust, the Distributor would recover such excess only if the Distribution 
and Servicing Plan with respect to such class of shares continues to be in 
effect in some later year when the distribution and/or servicing fees exceed 
the Distributor's expenses. The Trust is not obligated to repay any 
unreimbursed expenses that may exist at such time, if any, as the relevant 
Distribution and Servicing Plan terminates. 

From time to time, expenses of the Trust's principal underwriters incurred in 
connection with the sale of Class B and Class C shares and in connection with 
the servicing of Class B and Class C shareholders and the maintenance of 
shareholder accounts have exceeded the distribution and servicing fees 
collected by the Distributor. As of September 30, 1995, such expenses were 
approximately $4,191,000 in excess of payments under the Distribution and 
Servicing Plan with respect to Class C shares and $2,298,000 in excess of 
payments under the Distribution and Servicing Plan with respect to Class B 
shares. The allocation of such excess among the Funds as of September 30, 
1995 was as follows: 

<TABLE>
<CAPTION>
                                                 Excess Expenses 
                              ---------------------------------------------------- 
                                       Class B*                    Class C 
                              -------------------------    ----------------------- 
                                             (as Per-                    (as Per- 
                                ($ in       centage of       ($ in      centage of 
                             Thousands)     Net Assets)    Thousands   Net Assets) 
                               --------   -------------     --------   ----------- 
<S>                              <C>            <C>          <C>           <C> 
Equity Income Fund                73            4.1            183         .10 
Value Fund                       165            4.1              7         .10 
Growth Fund                      319            4.1          1,356         .10 
Target Fund                      314            4.1            820         .10 
Discovery Fund                   450            4.1             21         .10 
Opportunity Fund                   0              0            751         .10 
Innovation Fund                  270            4.1             67         .10 
International Fund                21            4.1            266         .10 
Precious Metals Fund              10            4.1             44         .10 
Global Income Fund               N/A            N/A            N/A         N/A 
High Income Fund                 189            4.1            166         .10 
Total Return Income Fund         366            4.1             48         .10 
Tax Exempt Fund                   12            4.1             57         .10 
U.S. Government Fund              69            4.1            302         .10 
Short-Intermediate Fund           39            4.1             69         .10 
Money Market Fund                  1            4.1             73         .10 
</TABLE>

*Class B shares were offered beginning May 22, 1995. 

How Net Asset Value is Determined

The net asset values of each class of shares of each Fund of the Trust will 
be determined once on each day on which the New York Stock Exchange is open 
(a "Business Day"), as of the close of regular trading on the Exchange. 
Portfolio securities for which market quotations are readily available are 
valued at market value. Fixed-income securities are valued on the basis of 
valuations furnished by a pricing service, which are based on a variety of 
factors, including market transactions for institutional-size trading units 
of such securities. Short-term obligations having remaining maturities of 60 
days or less are valued at amortized cost, which reflects market value. The 
portfolio investments of the Money Market Fund are valued using the amortized 
cost method of valuation, in accordance with Rule 2a-7 under the Investment 
Company Act of 1940. Exchange-traded options, futures and options on futures 
are valued at the settlement 

<PAGE>
58  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
price as determined by the appropriate clearing corporation. All other 
securities and assets are valued at their fair value as determined in good 
faith by the Trustees or by persons acting at their direction. Each Fund's 
liabilities are allocated among its classes. The total of such liabilities 
allocated to a class plus that class' distribution and/or servicing fees and 
any other expenses specially allocated to that class are then deducted from 
the class' proportionate interest in the Fund's assets, and the resulting 
amount for each class is divided by the number of shares of that class 
outstanding to produce the "net asset value" per share. Under certain 
circumstances, the per share net asset value of the Class B and Class C 
shares of the Funds that do not declare regular income dividends on a daily 
basis may be lower than the per share net asset value of the Class A shares 
as a result of the daily expense accruals of the distribution fee applicable 
to the Class B and Class C shares. Generally, for Funds that pay income 
dividends, those dividends are expected to differ over time by approximately 
the amount of the expense accrual differential between the three classes. 

Distributions

Each Fund pays out as dividends substantially all of its net investment 
income (which comes from dividends and interest it receives or is deemed to 
receive from its investments) and net realized short-term capital gains. For 
these purposes and for federal income tax purposes, a portion of the premiums 
from certain expired call or put options written by the Fund, net gains from 
closing purchase and sale transactions with respect to such options, and net 
gains from futures transactions are treated as short-term capital gains. Each 
Fund distributes substantially all of its net realized capital gains, if any, 
after giving effect to any available capital loss carry-over. 

All dividends and/or distributions will be paid in the form of additional 
shares of the class of shares of the Fund to which the dividends and/or 
distributions relate or, at the election of the shareholder, of another Fund 
of the Trust as described below, at net asset value of such Fund, unless the 
shareholder elects to receive cash (either paid to shareholders directly or 
credited to their account with their participating broker). Dividends paid by 
each Fund with respect to each class of shares are calculated in the same 
manner and at the same time and will be in the same amount relative to the 
aggregate net asset value of the shares in each class, except that dividends 
on Class B and Class C shares are expected to be lower than dividends on 
Class A shares as a result of the distribution fee applicable to Class B and 
Class C shares. Currently, the Global Income, High Income, Total Return 
Income, Tax Exempt, U.S. Government and Short-Intermediate Funds declare 
dividends each Business Day, pay accrued dividends monthly and distribute 
capital gains annually; the Equity Income and Value Funds declare and pay 
dividends quarterly and distribute capital gains annually; the Growth, 
Discovery, Opportunity, Target, Innovation, International and Precious Metals 
Funds declare and pay dividends and distribute capital gains annually; and 
the Money Market Fund declares dividends each Business Day and pays accrued 
dividends monthly. Dividends and capital gains distributions may be declared 
more or less frequently in the discretion of the Trustees. There are no 
charges on reinvested dividends. 

Shareholders may elect to invest dividends and/or distributions paid by any 
Fund in shares of the same class of any other Fund of the Trust at net asset 
value. The shareholder must have an account existing in the Fund selected for 
investment with the identical registered name and address and must elect this 
option on the Account Application, on a form provided for that purpose or by 
a telephone request to the Transfer Agent at 800-426-0107. For further 
information on this option, contact your broker or call the Distributor at 
800-426-0107. 

Taxes

Each Fund will be treated as a separate taxable entity for federal income tax 
purposes. Each Fund plans to distribute substantially all of its net 
investment income and net realized short-term capital gains, if any, to its 
shareholders. So long as it does so and otherwise satisfies the requirements 
for being taxed as a regulated investment company, the Fund itself does not 
pay federal income tax on the amounts distributed. Income dividends and 
capital gains distributions are taxable as described below. Shareholders will 
receive an annual statement detailing federal tax information about dividends 
and distributions paid to shareholders during or with respect to the 
preceding calendar year. 

Dividends paid to shareholders by the Tax Exempt Fund which are derived from 
interest on Tax Exempt Bonds are "exempt-interest dividends," and 
shareholders may exclude such dividends from gross income for federal income 
tax purposes. However, if a shareholder receives social security or railroad 
retirement benefits, the shareholder may be taxed on a portion of those 
benefits as a result of receiving tax-exempt income. In addition, certain 
exempt-interest dividends could, as discussed below, 

<PAGE>
PIMCO Advisors Funds                                                          59
- --------------------------------------------------------------------------------
 
cause certain shareholders to become subject to the alternative minimum tax 
and may increase the alternative minimum tax liability of shareholders 
already subject to this tax. 

Other dividends and any short-term capital gains distributions of the Funds, 
including the Tax Exempt Fund, are taxable to the shareholder as ordinary 
income. Distributions of any long-term capital gains are taxable to 
shareholders as such, regardless of how long a shareholder may have owned 
shares in the Fund. 

Dividends derived from interest on certain U.S. Government securities may be 
exempt from state and local taxes, although interest on mortgage-backed U.S. 
Government securities (which may constitute a substantial portion of the U.S. 
Government Fund's assets) may not be so exempt. The distributions of 
"exempt-interest dividends" paid by the Tax Exempt Fund may be exempt from 
state and local taxation when received by a shareholder to the extent that 
they are derived from interest on Tax Exempt Bonds issued by the state or 
political subdivision in which such shareholder resides. The federal 
exemption for "exempt-interest dividends" attributable to Tax Exempt Bonds 
does not necessarily result in exemption of such dividends from income for 
the purpose of state and local taxes. The Trust will report annually on a 
state-by-state basis the source of income the Tax Exempt Fund receives on Tax 
Exempt Bonds that was paid out as dividends during the preceding year. 

Shareholders should consult their tax advisers as to the possible application 
of state and local income tax laws to Trust dividends and capital gain 
distributions. 

If, at the end of its fiscal year, more than 50% of a Fund's total assets is 
represented by securities of foreign corporations, such Fund may make an 
election which allows shareholders who are U.S. citizens or U.S. corporations 
to claim a foreign tax credit or deduction (but not both) on their U.S. 
income tax returns. As a result, the amounts of foreign income taxes paid by 
such Fund would be treated as additional income to shareholders of such Fund 
from non-U.S. sources and as foreign taxes paid by shareholders of such Fund 
for purposes of the foreign tax credit. If eligible for this election, the 
International Fund intends to make such election. Investors should consult 
their tax advisers for further information relating to the foreign tax credit 
and deduction, which are subject to certain restrictions and limitations. 
Shareholders who are not U.S. citizens or which are foreign corporations may 
be subject to substantially different tax treatment of distributions by the 
Funds. 

The Internal Revenue Code of 1986, as amended (the "Code"), requires all of 
the Funds to distribute prior to calendar year-end virtually all the ordinary 
income of each Fund on a calendar year basis, and to distribute virtually all 
the capital gain net income each Fund realizes in the one-year period ending 
October 31 and has not previously distributed, in order to avoid a 4% excise 
tax on undistributed income that would otherwise be imposed on a Fund. It is 
each Fund's intention to make distributions sufficient to avoid the excise 
tax. 

The Code also provides that exempt-interest dividends allocable to interest 
received from "private activity bonds" issued after August 7, 1986 will be an 
item of tax preference for individual and corporate alternative minimum tax 
at the applicable rate for individuals and corporations. Therefore, if the 
Tax Exempt Fund invests in such private activity bonds, certain of its 
shareholders may become subject to the alternative minimum tax on that part 
of its distributions to them that are derived from interest income on such 
bonds and certain shareholders already subject to such tax may have 
increased liability therefor. However, it is the present policy of the Tax 
Exempt Fund to invest no more than 20% of its assets in such bonds. Other 
provisions of the Code affect the tax treatment of distributions from the Tax 
Exempt Fund for corporations, casualty insurance companies and financial 
institutions. In particular, under the Code, for corporations, alternative 
minimum taxable income will be increased by a percentage of the amount by 
which the corporation's "adjusted current earnings" (which includes various 
items of tax-exempt income) exceeds the amount otherwise determined to be 
alternative minimum taxable income. Accordingly, an investment in the Tax 
Exempt Fund may cause shareholders to be subject to (or result in an 
increased liability under) the alternative minimum tax. 

Current federal tax law requires the holder of a Treasury or other 
fixed-income zero-coupon security to accrue as income each year a portion of 
the discount at which the security was purchased, even though the holder 
receives no interest payment in cash on the security during the year. In 
addition, pay-in-kind securities will give rise to income which is required 
to be distributed and is taxable even though the Fund holding the security 
receives no interest payment in cash on the security during the year. Also, a 
portion of the yield on certain High Yield Securities (including certain 
payment-in-kind securities) issued after July 10, 1987 may be treated as 
dividends. Accordingly, each Fund that holds the foregoing kinds of 
securities may be required to pay out as an income distribution each year an 
amount which is greater than the total amount of cash interest the Fund 
actually received. Such 

<PAGE>
60  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
distributions may be made from the cash assets of the Fund or by liquidation 
of portfolio securities, if necessary. The Fund may realize gains or losses 
from such liquidations. In the event the Fund realizes net capital gains from 
such transactions, its shareholders may receive a larger capital gain 
distribution, if any, than they would in the absence of such transactions. 

Distributions will be taxable as described above whether received in cash or 
in shares through the reinvestment of distributions. A dividend paid to a 
shareholder by a Fund in January of a year generally is deemed to have been 
paid by the Fund on December 31 of the preceding year, if the dividend was 
declared and payable to shareholders of record on a date in October, November 
or December of that preceding year. 

Management of the Trust

PIMCO Advisors L.P. (the "Manager") is the investment manager of each of the 
PIMCO Advisors Funds. Each of the Funds also has a sub-adviser which, under 
the supervision of the Manager and the Trust's trustees, directs the 
investment of the Fund's assets. Other than the sub-adviser of the Precious 
Metals Fund, all of the sub-advisers are affiliates of PIMCO Advisors L.P. In 
addition to overseeing the sub-advisers, the Manager also provides executive 
and other personnel for management of the Trust. Pursuant to the Trust's 
Agreement and Declaration of Trust, the Trustees supervise the affairs of the 
Trust as conducted by the Manager. 

The Manager The Manager provides management and investment advisory services to
other mutual funds, investment accounts and pension plans. As of September 30,
1995, the Manager and its affiliates managed approximately $87 billion of
assets.

The Manager is a Delaware limited partnership. The general partner of the 
Manager, PIMCO Partners, G.P., has two partners: (i) an indirect wholly-owned 
subsidiary of Pacific Mutual Life Insurance Company; and (ii) PIMCO Partners, 
L.L.C. ("LLC"), a limited liability company, all of the interests of which 
are held directly by the Managing Directors of Pacific Investment Management 
Company who are: William H. Gross, Dean S. Meiling, James F. Muzzy, William 
F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague, 
William S. Thompson, Jr., William C. Powers and David H. Edington 
(collectively, the "Managing Directors"). PIMCO Partners, G.P. has 
substantially delegated its management and control of the Manager to an 
Equity Board and an Operating Board of the Manager. The activities of the 
Manager are controlled by its Operating Board except that certain non-routine 
or extraordinary actions may not be effected by the Operating Board without 
the approval of the Manager's Equity Board. The Operating Board has in turn 
delegated the authority to manage day-to-day operations and policies to an 
Operating Committee. Because of the ability to designate a majority of the 
Members of the Operating Board, Pacific Investment Management Company and the 
Managing Directors could be said to control the Manager, although the 
Managing Directors disclaim such authority. 

Columbus Circle Investors ("CCI") CCI serves as the sub-adviser of the Equity
Income Fund, Growth Fund, Target Fund, Opportunity Fund, Innovation Fund, Tax
Exempt Fund and Money Market Fund. CCI also advises other mutual funds and
private accounts and is registered as an investment adviser with the SEC. CCI is
a general partnership with the Manager and a wholly-owned subsidiary of the
Manager as its only partners.

At the center of CCI's equity investment strategy is its theory of Positive 
Momentum & Positive Surprise. This theory asserts that a good company doing 
better than generally expected will experience a rise in its stock price, and 
conversely, a company falling short of expectations will experience a drop in 
its stock price. Based on this theory, CCI attempts to manage the Funds it 
sub-advises (except the Tax Exempt and Money Market Funds) with a view to 
investing in growing companies that are surprising the market with business 
results that are better than anticipated. The investment decisions made by 
CCI with respect to these Funds are made by a committee rather than by a 
single person acting as portfolio manager. No person is primarily responsible 
for making recommendations to that committee. 

Norman Seltzer serves as the portfolio manager of the Tax Exempt Fund and the 
Money Market Fund. 

Pacific Investment Management Company Pacific Investment Management Company
serves as the sub-adviser of the Global Income Fund, High Income Fund, Total
Return Income Fund, U.S. Government Fund and Short-Intermediate Fund. It also
advises other mutual funds and private accounts. Pacific Investment Management
Company is a general partnership with the Manager and a wholly-owned subsidiary
of the Manager as its only partners and is registered as an investment adviser
with the SEC and as a commodity trading advisor with the CFTC.

Subject to the investment objective and policies of the various Funds it 
advises, Pacific Investment Manage- 

<PAGE>
PIMCO Advisors Funds                                                          61
- --------------------------------------------------------------------------------
 
ment Company's fixed-income investment strategy attempts to achieve the 
highest total return for a portfolio. For a description of this total return 
strategy, see "Total Return" under "Investment Objectives and Policies" 
above. Further, this sub-adviser closely monitors and actively manages the 
duration of the portfolios it advises. See "Duration" under "Investment 
Objectives and Policies" above. In selecting securities for each of the Funds 
it advises, Pacific Investment Management Company utilizes economic 
forecasting, interest rate anticipation, credit and call risk analysis, 
foreign currency exchange rate forecasting, and other security selection 
techniques. The proportion of each Fund's assets committed to investment in 
securities with particular characteristics such as maturity, type and coupon 
rate, will vary based on this sub-adviser's outlook for the U.S. and foreign 
economies, the financial markets, and other factors. 

William H. Gross, the portfolio manager of the Total Return Income Fund and a 
Managing Director of Pacific Investment Management Company, also oversees the 
portfolio managers of the other Funds sub-advised by this sub-adviser. 
Information about the portfolio managers of each of the Funds sub-advised by 
Pacific Investment Management Company, including their occupations for the 
past five years, is provided below. 

<TABLE>
<CAPTION>
Fund                           Portfolio Manager and Business Experience 
- ---------------------------    ----------------------------------------------------------------------------- 
<S>                            <C>
Global Income Fund             Lee R. Thomas, III, Vice President and Senior International Portfolio 
                               Manager, Pacific Investment Management Company, has managed the Global Income 
                               Fund since its inception on October 1, 1995. A fixed-income portfolio 
                               manager, Mr. Thomas has also managed the Global Fund, a series of PIMCO Funds 
                               (an institutional mutual fund), since July 13, 1995. Prior to joining Pacific 
                               Investment Management Company, 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. 
High Income Fund               Benjamin Trosky, Executive Vice President, Pacific Investment Management 
                               Company, has managed the High Income Fund since November 15, 1994. A 
                               fixed-income portfolio manager, Mr. Trosky has also managed the High Yield 
                               Fund, a series of PIMCO Funds, since its inception on December 15, 1992. Mr. 
                               Trosky was previously a high yield portfolio manager for Merrill Lynch Asset 
                               Management. 
Total Return Icome Fund        William H. Gross, Managing Director, Pacific Investment Management Com- pany, 
                               has managed the Total Return Income Fund since December 22, 1994. A 
                               fixed-income portfolio manager, Mr. Gross has also managed the Total Return 
                               Fund, a series of PIMCO Funds, since its inception on May 11, 1987. 
U.S. Government Fund           Frank B. Rabinovitch, Managing Director, Pacific Investment Management 
                               Company, has managed the U.S. Government Fund since November 15, 1994. A 
                               fixed-income portfolio manager, Mr. Rabinovitch has also managed the 
                               Long-Term U.S. Government Fund, a series of PIMCO Funds, since its inception 
                               on July 1, 1991. 
Short-Intermediate Fund        David H. Edington, Managing Director, Pacific Investment Management Company, 
                               has managed the Short-Intermediate Fund since November 15, 1994. A 
                               fixed-income portfolio manager, Mr. Edington has also managed the Short- Term 
                               Fund, a series of PIMCO Funds, since its inception on October 7, 1987. 
</TABLE>

<PAGE>
62  PIMCO Advisors Funds
- --------------------------------------------------------------------------------

Blairlogie Capital Management ("Blairlogie") serves as the sub-adviser of the
International Fund. Blairlogie is a limited partnership formed under the laws of
Scotland in 1994 with the Manager and a wholly-owned subsidiary of the Manager
as its general partners.

Blairlogie also provides investment advice to other mutual funds and to 
private clients. Blairlogie is registered as an investment adviser with the 
SEC. James G.S. Smith is primarily responsible for the day-to-day management 
of the International Fund. Mr. Smith is the Chief Investment Officer of 
Blairlogie and is responsible for managing an investment team of seven 
professionals. He previously served as a senior portfolio manager at Murray 
Johnstone in Glasgow, Scotland, responsible for international investment 
management for North American clients and at Schroder Investment Management 
in London. Mr. Smith received his bachelor's degree in Economics from London 
University and his MBA from Edinburgh University. He is an Associate of the 
Institute of Investment Management and Research. 

Cadence Capital Management ("Cadence") serves as the sub-adviser to the
Discovery Fund. Cadence also advises other mutual funds and private accounts.
Cadence is a general partnership, with the Manager and a wholly-owned subsidiary
of the Manager as its only partners. Cadence is registered as an investment
adviser with the SEC.

Cadence utilizes a "growth at a price" style of equity management. This means 
that Cadence seeks to discover stocks with favorable prospective earnings 
growth selling at reasonable valuations. Cadence analyses holdings on a 
daily basis for changes in valuation and seeks to keep all of its clients, 
including the Discovery Fund, fully invested. 

David B. Breed, William B. Bannick and Peter B. McManus are responsible for 
the overall management of the Discovery Fund along with a team of investment 
professionals. 

Mr. Breed is the Chief Investment Officer and a founding partner of Cadence, 
and has 22 years of investment management experience. He has been the driving 
force in developing Cadence's growth-oriented stock screening and selection 
process. 

Mr. Bannick is a Managing Director of Cadence and has 10 years of investment 
management experience. He previously served as Executive Vice President of 
George D. Bjurman & Associates and as Supervising Portfolio Manager of 
Trinity Investment Management Corporation. Mr. Bannick joined Cadence's 
predecessor in 1992. 

Mr. McManus is Director of Mutual Fund Services of Cadence and has 18 years 
of experience in the financial industries. Prior to joining Cadence, he 
served with Boston Safe Deposit and Trust and Bank of Boston's Private Bank. 

NFJ Investment Group ("NFJ") serves as the sub-adviser to the Value Fund. NFJ
also advises other mutual funds and private accounts. NFJ is a general
partnership, with the Manager and a wholly-owned subsidiary of the Manager as
its only partners. NFJ is registered as an investment adviser with the SEC.

NFJ is a value-oriented equity manager specializing in constructing 
diversified portfolios consisting of stocks with low P/E ratios. NFJ's 
philosophy is based on research concerning the performance of low P/E stocks 
at all capitalization levels over extended periods. NFJ's investment style 
seeks diversification across numerous industry groups to avoid portfolios 
heavily concentrated in particular industries. NFJ has also analyzed the 
correlation of yield to historic performance and believes that yield is a 
maior component to valuation assessments. 

NFJ's investment decisions with respect to the Value Fund are made on a team 
basis, by a committee comprised of the Managing Directors of NFJ, rather than 
by a single person acting as portfolio manager. No person is primarily 
responsible for making recommendations to the team. 

Van Eck Associates Corporation ("Van Eck") is an unaffiliated investment adviser
which serves as the sub-adviser of the Precious Metals Fund under the
supervision of the Manager. Van Eck is a registered investment adviser which,
together with its affiliates, advises other mutual funds and private accounts.
Van Eck is controlled by John C. Van Eck who, along with members of his
immediate family, owns 100% of the stock of Van Eck. Henry J. Bingham, Executive
Managing Director of Van Eck and President of the International Investors Gold
series of Van Eck Funds, has served as the portfolio manager of the Precious
Metals Funds since the Fund commenced operations.

Management and Sub-adviser Fees 
Under the Management Contracts between the Trust and the Manager relating to 
each Fund, the Manager is paid at the percentages shown below of the relevant 
Fund's average daily net assets for its services to the Trust and the Fund. 
Pursuant to Sub-adviser Agreements between the Manager and each of the 
sub-advisers with respect to the Funds advised by each, the Manager pays to each
sub-adviser, out of the fee received by the Manager under the relevant 
Management Contract, the following percentages of the relevant Fund's 
average daily net assets as compensation for the services provided by the 
sub-adviser: 

<PAGE>
PIMCO Advisors Funds                                                          63
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                        Management Fee 
Fund                    (as % of net assets) 
- ----                    --------------------
<S>                     <C>
Equity Income           0.75% of first $200 million 
                        0.70% of amounts over $200 million 
Value                   0.70% 
Growth                  0.70% of first $200 million 
                        0.65% of amounts over $200 million 
Target                  0.75% of first $200 million 
                        0.70% of amounts over $200 million 
Discovery               0.75% of first $200 million 
                        0.70% of amounts over $200 million 
Opportunity             0.75% of first $200 million 
                        0.70% of amounts over $200 million 
Innovation              0.75% of first $200 million 
                        0.70% of amounts over $200 million 
International           0.80% 
Precious Metals         0.75% of first $200 million 
                        0.70% of amounts over $200 million 
Global Income           0.70% of first $250 million 
                        0.60% of amounts over $250 million 
High Income             0.60% of first $250 million 
                        0.50% of amounts over $250 million 
Total Return Income     0.60% of first $250 million 
                        0.50% of amounts over $250 million 
Short-Intermediate      0.50% of first $250 million 
                        0.45% of next $250 million 
                        0.40% of amounts over S500 million 
U.S. Government         0.60% of first S250 million 
                        0.50% of amounts over $250 million 
Tax Exempt              0.60% 
Money Market*           0.50% of first $250 million 
                        0.40% of amounts over $250 million 
</TABLE>

<TABLE>
<CAPTION>
                                                                  Sub-adviser Fee Paid By Manager 
Fund                    Sub-Adviser                               (as % of net assets) 
- ----                    -----------                               -------------------------------
<S>                     <C>                                       <C>
Equity Income           Columbus Circle Investors                 0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
Value                   NFJ Investment Group                      0.350% 
Growth                  Columbus Circle Investors                 0.350% of first $200 million 
                                                                  0.325% of amounts over $200 million 
Target                  Columbus Circle Investors                 0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
Discovery               Cadence Capital Management                0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
Opportunity             Columbus Circle Investors                 0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
Innovation              Columbus Circle Investors                 0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
International           Blairlogie Capital Management             0.400% 
Precious Metals         Van Eck Associates Corporation            0.375% of first $200 million 
                                                                  0.350% of amounts over $200 million 
Global Income           Pacific Investment Management Company     0.350% of first $250 million 
                                                                  0.300% of amounts over $250 million 
High Income             Pacific Investment Management Company     0.250% 
Total Return Income     Pacific Investment Management Company     0.250% 
Short-Intermediate      Pacific Investment Management Company     0.250% 
U.S. Government         Pacific Investment Management Company     0.250% 
Tax Exempt              Columbus Circle Investors                 0.300% 
Money Market*           Columbus Circle Investors                 0.250% of first $250 million 
                                                                  0.200% of amounts over $250 million 
</TABLE>

* As of November 15, 1994, the Manager agreed to voluntarily reduce its 
  Management Fee to .10% of the Money Market Fund's average daily net assets 
  until further notice. Absent such undertaking, the advisory fee would be .5O% 
  of the Fund's average daily net assets. 

The Manager previously served as the sole investment adviser (i.e., with no 
sub-adviser) to the Equity Income, Growth, Target, Opportunity, High Income, 
Short-Intermediate, U.S. Government, Tax Exempt and Money Market Funds. For 
the fiscal year ended September 30, 1995, the Manager was paid the following 
percentages of the average daily net assets of the following Funds (which 
were in operation for the full fiscal year) for advisory services rendered: 

<TABLE>
<CAPTION>
                             Percentage of 
         Fund             Average Net Assets 
- ---------------------    --------------------- 
<S>                               <C>
Equity Income                     .75% 
Growth                            .66% 
Target                            .71% 
Opportunity                       .71% 
International                     .80% 
Precious Metals                   .75% 
High Income                       .60% 
Short-Intermediate                .50% 
U.S. Government                   .58% 
Tax Exempt                        .60% 
Money Market                      .16% 
</TABLE>

Pursuant to a Sub-adviser Agreement between the Man- ager and the former 
sub-adviser to the International Fund, for the period of October 1, 1994 
through November 15, 1994, the Manager paid the former sub-adviser $159,648 
or .40% of the average daily net assets of the International Fund throughout 
the period. 

Pursuant to a Sub-adviser Agreement between the Manager and Van Eck, for the 
fiscal year ended September 30, 1995, the Manager paid Van Eck $217,162 or 
..375% of the average daily net assets of the Precious Metals Fund. 

The fees payable by the Discovery, Opportunity, Target, Innovation, Equity 
Income, International and Precious Metals Funds are higher than those 
normally charged by mutual funds with other investment objectives. 

In addition to the fee described above, the Trust pays all expenses not 
assumed by the Manager. These expenses include, without limitation, fees and 
expenses of Trustees who are not interested persons of the Manager or the 
Trust, interest charges, taxes, brokerage 

<PAGE>
64  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
commissions, expenses of issue or redemption of shares, distribution and 
servicing fees pursuant to the Distribution and Servicing Plans, fees and 
expenses of registering and qualifying the Trust and each class of shares 
of the respective Funds for distribution under federal and state laws and 
regulations, charges of custodians, auditing and legal expenses, expenses 
of determining net asset value of each class of the Trust's shares, reports 
to shareholders, expenses of meetings of shareholders, expenses of printing 
and mailing prospectuses, proxy statements and proxies to existing 
shareholders, and its proportionate share of insurance premiums and 
professional association dues or assessments. All general Trust expenses are 
allocated among and charged to the assets of each class of shares of each 
Fund on a basis that the Trustees deem fair and equitable. 

Description of the Trust

The Trust was established in 1983 as a business trust under Massachusetts 
law. The Trust has an unlimited authorized number of shares of beneficial 
interest which may, without shareholder approval, be divided into an 
unlimited number of series of such shares which, in turn, may be subdivided 
into an unlimited number of classes of shares. The Trust currently consists 
of seventeen series of shares (of which one is currently inactive), each 
series of which represents a Fund. With the exception of the Global Income 
Fund, each Fund is a "diversified company" under the Investment Company Act 
of 1940 (the "1940 Act"). The Global Income Fund is a "non-diversified 
company" under the 1940 Act. Each Fund is further divided into three classes 
of shares designated Class A shares, Class B shares and Class C shares. The 
Class A, Class B and Class C shares of each Fund represent interests in the 
assets of that Fund and have identical dividend, liquidation and other rights 
and the same terms and conditions except that expenses related to the 
distribution and shareholder servicing of Class A, Class B and Class C shares 
are borne solely by such class and each class may, at the Trustees' 
discretion, also pay a different share of other expenses, not including 
advisory or custodial fees or other expenses related to the management of the 
Trust's assets, if these expenses are actually incurred in a different amount 
by that class, or if the class receives services of a different kind or to a 
different degree than the other classes. All other expenses are allocated to 
each class on the basis of the net asset value of that class in relation to 
the net asset value of the particular Fund. Class A, Class B and Class C 
shares of each Fund have identical voting rights except that each class of 
shares has exclusive voting rights on any matter submitted to shareholders 
that relates solely to that class, and has separate voting rights on any 
matter submitted to shareholders in which the interests of one class differ 
from the interests of any other class. Each class of shares has exclusive 
voting rights with respect to matters pertaining to the Distribution and 
Servicing Plan applicable to that class. These shares are entitled to vote at 
meetings of shareholders. Matters submitted to shareholder vote must be 
approved by each Fund separately except (i) when required by the 1940 Act 
shares shall be voted together and (ii) when the Trustees have determined 
that the matter does not affect all Funds, then only shareholders of the Fund 
or Funds affected shall be entitled to vote on the matter. All three classes 
of shares of a Fund will vote together, except with respect to the 
Distribution and Servicing Plan applicable to a class of shares or when a 
class vote is required as specified above or otherwise by the 1940 Act. 
Shares are freely transferable, are entitled to dividends as declared by the 
Trustees and, in liquidation of the Trust, are entitled to receive the net 
assets of their Fund, but not of the other Funds. The Trust does not 
generally hold annual meetings of shareholders and will do so only when 
required by law. Shareholders may remove Trustees from office by votes cast 
in person or by proxy at a meeting of shareholders or by written consent. 
Such a meeting will be called at the written request of the holders of 10% of 
the Trust's outstanding shares. 

Mailings to Shareholders

To reduce the volume of mail shareholders receive, it is anticipated that 
only one copy of most Trust reports, such as the Trust's annual report, will 
be mailed to a shareholder's household (same surname, same address). A 
shareholder may call (800) 227-7337 if additional shareholder reports are 
desired. 

Appendix A

Set forth below is a description of the relevant rating categories used by 
each of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's 
Corporation ("S&P"). Other nationally recognized statistical rating 
organizations ("NRSROs") may also be utilized with regard to portfolio 
investments for the Funds. Descriptions of the rating categories used by 
several of the other NRSROs are set forth in the Statement of Additional 
Information. 

LONG-TERM DEBT RATINGS 
(may be assigned, for example, to long-term corporate and municipal bonds) 

<PAGE>
PIMCO Advisors Funds                                                          65
- --------------------------------------------------------------------------------

Moody's (Moody's applies numerical modifiers (1, 2 and 3) in each rating 
category to indicate the securities ranking within the category): 

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They 
carry the smallest degree of investment risk and are generally referred to as 
"gilt-edge." Interest payments are protected by a large or by an 
exceptionally stable margin and principal is secure. While the various 
protective elements are likely to change, such changes as can be visualized 
are most unlikely to impair the fundamentally strong position of such issues. 

Aa -- Bonds which are rated Aa are judged to be of high quality by all 
standards. Together with the Aaa group they comprise what are generally known 
as high grade bonds. They are rated lower than the best bonds because margins 
of protection may not be as large as in Aaa securities or fluctuation of 
protective elements may be of greater amplitude or there may be other 
elements present which make the long-term risks appear somewhat larger than 
in Aaa securities. 

A -- Bonds which are rated A possess many favorable investment attributes and 
are to be considered as upper medium grade obligations. Factors giving 
security to principal and interest are considered adequate, but elements 
may be present which suggest a susceptibility to impairment sometime in the 
future. 

Baa -- Bonds which are rated Baa are considered as medium grade obligations, 
i.e., they are neither highly protected nor poorly secured. Interest 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. 

Ba -- Bonds which are rated Ba are judged to have speculative elements; their 
future cannot be considered as well assured. Often the protection of interest 
and principal payments may be very moderate and thereby not well safeguarded 
during both good and bad times over the future. Uncertainty of position 
characterizes bonds in this class. 

B -- Bonds which are rated B generally lack characteristics of the desirable 
investment. Assurance of interest and principal payments or of maintenance of 
other terms of the contract over any long period of time may be small. 

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be 
in default or there may be present elements of danger with respect to 
principal or interest. 

Ca -- Bonds which are rated Ca represent obligations which are speculative in 
a high degree. Such issues are often in default or have other marked 
shortcomings. 

C -- Bonds which are rated C are the lowest rated class of bonds, and issues 
so rated can be regarded as having extremely poor prospects of ever attaining 
any real investment standing. 

S&P (S&P may apply a plus (+) or a minus (-) to a particular rating 
classification to show relative standing within that classification): 

AAA -- Bonds rated AAA have the highest rating assigned by Standard & Poor's 
to a debt obligation. Capacity to pay interest and repay principal is 
extremely strong. 

AA -- Bonds rated AA have a very strong capacity to pay interest and repay 
principal and differ from the highest rated issues only in small degree. 

A -- Bonds rated A have a strong capacity to pay interest and repay principal 
although they are somewhat more susceptible to the adverse effects of changes 
in circumstances and economic conditions than bonds in higher rated 
categories. 

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay 
interest and repay principal. Whereas they normally exhibit adequate 
protection parameters, adverse economic conditions or changing circumstances 
are more likely to lead to a weakened capacity to pay interest and repay 
principal for bonds in this category than for bonds in higher rated 
categories. 

BB, B -- Bonds rated BB and B are regarded, on balance, as predominantly 
speculative with respect to the issuer's capacity to pay interest and repay 
principal in accordance with the terms of the obligation. While such bonds 
will likely have some quality and protective characteristics, these are 
outweighed by large uncertainties or major risk exposures to adverse 
conditions. 

CCC -- Bonds rated CCC have a currently identifiable vulnerability to 
default, and are dependent upon favorable business, financial, and economic 
conditions to meet timely payment of interest and repayment of principal. In 
the event of adverse business, financial, or economic conditions, they are 
not likely to have the capacity to pay interest and repay principal. The CCC 
rating category is also used for debt subordinated to senior debt that is 
assigned an actual or implied B or B- rating. 

<PAGE>
66  PIMCO Advisors Funds
- --------------------------------------------------------------------------------
 
CC -- The rating CC typically is applied to debt subordinated to senior 
debt that is assigned an actual or implied CCC rating. 

C -- The rating C typically is applied to debt subordinated to senior debt 
which is assigned an actual or implied CCC debt rating. The C rating may be 
used to cover a situation where a bankruptcy petition has been filed, but 
debt service payments are continued. 

SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its three highest short-term debt ratings: 

Prime-1 Issuers rated Prime-1 (or supporting institutions) have a superior 
        capacity for repayment of senior short-term promissory obligations. 
        Prime-1 repayment capacity will normally be evidenced by many of the 
        following characteristics: 
        --Leading market positions in well-established industries. 
        --High rates of return on funds employed. 
        --Conservative capitalization structures with moderate reliance on 
          debt and ample asset protection. 
        --Broad margins in earnings coverage of fixed financial charges and 
          high internal cash generation. 
        --Well-established access to a range of financial markets and 
          assured sources of alternate liquidity. 

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong 
        capacity for repayment of senior short-term debt obligations. This 
        will normally be evidenced by many of the characteristics cited above 
        but to a lesser degree. Earnings trends and coverage ratios, while 
        sound, may be more subject to variation. Capitalization 
        characteristics, while still appropriate, may be more affected by 
        external conditions. Ample alternate liquidity is maintained. 

Prime-3 Issuers rated Prime-3 (or supporting institu- tions) have an 
        acceptable ability for repayment of senior short-term obligations. 
        The effect of industry characteristics and market compositions may be 
        more pronounced. Variability in earnings and profitability may result 
        in changes in the level of debt protection measurements and may 
        require relatively high financial leverage. Adequate alternate 
        liquidity is maintained. 

S&P's description of its two highest short-term debt ratings: 

A-1     This designation indicates that the degree of safety regarding timely
        payment is strong. Those issues determined to have extremely strong
        safety characteristics are denoted with a plus sign (+).

A-2     Capacity for timely payment on issues with this designation is
        satisfactory. However, the relative degree of safety is not as high as
        for issues designated "A-1."

A-3     Issues carrying this designation have adequate capacity for timely
        payment. They are, however, more vulnerable to the adverse effects of
        changes in circumstances than obligations carrying the higher
        designations.

SHORT-TERM LOAN/MUNICIPAL NOTE RATINGS 
Moody's description of its two highest short-term loan/municipal note 
ratings: 

MIG-1/  This designation denotes best quality. There is present strong 
VMIG-1  protection by established cash flows, superior liquidity support or 
        demonstrated broad-based access to the market for refinancing. 

MIG-2/  This designation denotes high quality. Margins of protection are 
VMIG-2  ample although not so large as in the preceding group. 

S&P's description of its two highest municipal note ratings: 

SP-1    Very strong or strong capacity to pay principal and interest. Those 
        issues determined to possess overwhelming safety characteristics will 
        be given a plus (+) designation. 

SP-2    Satisfactory capacity to pay principal and interest. 

<PAGE>
 
                           [INTENTIONALLY LEFT BLANK]

<PAGE>

PIMCO
 
The Trust           PIMCO Advisors Funds, 2187 Atlantic Street, Stamford, 
                    Connecticut 06902 

Manager             PIMCO Advisors L.P., 800 Newport Center Drive, Suite 100, 
                    Newport Beach, CA 92660 

Sub-Advisers        Columbus Circle Investors, Pacific Investment Management 
                    Company, Blairlogie Capital Management, Cadence Capital 
                    Management, NFJ Investment Group, Van Eck Associates 
                    Corporation 

Distributor         PIMCO Advisors Distribution Company, 2187 Atlantic 
                    Street, Stamford, Connecticut 06902 

Custodian           The Bank of New York, 48 Wall Street, New York, New York 
                    10005 

Shareholder         Shareholder Services, Inc, P.O. Box 5866, Denver, 
Servicing Agent     Colorado 80217 
and Transfer Agent 

Independent         Coopers & Lybrand L.L.P.,1301 Avenue of the Americas, New 
Accountants         York, New York 10019 

Legal Counsel       Ropes & Gray, One International Place, Boston, 
                    Massachusetts 02110 

For further information about the Trust, call 1-800-426-0107 

(Recycled Logo) Printed on Recycled Paper Using Soy-Based Inks. 

<PAGE>
 
PIMCO Advisors Funds 
PIMCO Account Application 

This application may be used to purchase Class A, Class B or Class C shares 
and it must be preceded or accompanied by the current Fund prospectus. 

This application may not be used to establish an IRA. For an IRA application 
or for more information, call: 1-800-426-0107. 

Mail Application to: 
PIMCO Advisors Distribution Company 
P.O. Box 5866 
Denver, Colorado 80217-5866 

1. Your Account 
   Registration 

[ ] Individual 
 _____________________________________________________________________________ 
First Name        Middle Initial        Last Name         Soc. Sec. No. 
                                                          (for first 
                                                          individual) 
[ ] Joint Registration 
 _____________________________________________________________________________ 
First Name        Middle Initial        Last Name 

Joint tenancy with rights of survivorship will be presumed unless otherwise 
specified. 
[ ] Uniform Gift/ 
    Transfer to Minors 
_________________________________________________________________________ for 
Custodian's Name (only one) 

_________________________________________________________________________ under 
Minor's Name (only one) 

Uniform Gift/Transfer to Minors Act of  ______________________________________ 
                                      (state)    Minor's Soc.    Minor's Date 
                                                 Sec. No.         of Birth 
[ ] Corporation, 
    Partnership, Trust 

 _____________________________________________________________________________ 
Exact Name of Organization/Trustee 

 _____________________________________________________________________________ 
Exact Name of Trust                       Date of Trust 

 _____________________________________________________________________________ 
For the Benefit of                        Tax Identification No. 

2. Your Address, 
   Telephone Number 
   and Employer 

_______________________________________________ (   )__________________________
Street Address             Apt. No.             Daytime Telephone 

______________________________________[ ] U.S. Citizen [ ] Other  ____________ 
City         State         Zip Code 

 _____________________________________________________________________________ 
Name and Address of Employer                    Occupation 

3. Your Investment 

Select the Class of shares you are purchasing. See "How to Buy Shares" in the 
prospectus. 
             Make checks payable to: PIMCO Advisors Distribution Company 
[ ] Class A shares (Initial Sales Charge) 
[ ] Class B shares (Contingent Deferred Sales Charge) 
[ ] Class C shares (Asset Based Sales Charge) 

The Funds you wish to purchase (minimum initial investment $1,000, at least 
$250 per fund) 

[ ] Equity Income Fund    $_______  [ ] Global Income Fund         $_______
[ ] Value Fund            $_______  [ ] High Income Fund           $_______
[ ] Growth Fund           $_______  [ ] Total Return Income Fund   $_______
[ ] Target Fund           $_______  [ ] Tax Exempt Fund            $_______
[ ] Discovery Fund        $_______  [ ] U.S. Government Fund       $_______
[ ] Innovation Fund       $_______  [ ] Money Market Fund          $_______
[ ] International Fund    $_______  [ ] Short-Intermediate Fund    $_______
[ ] Precious Metals Fund  $_______  Total Amount Invested          $_______
                                    Note: The Opportunity Fund is not 
                                          currently offered to new 
                                          shareholders. Money Market 
                                          Fund B shares are not 
                                          available for initial 
                                          purchases. 

4. Dividend 
   and Capital Gain 
   Distributions 

Choose the way you want your dividend and capital gain distributions paid. 
Check one box for dividends, one box for capital gains. If not specified, 
dividends and distributions will be reinvested in the Fund that pays them. 

<TABLE>
<CAPTION>
<S>             <C>                  <C>
[ ] Dividends   [ ] Capital Gains    Reinvest in the same Fund that pays them 
[ ] Dividends   [ ] Capital Gains    Reinvest in the following Fund:_____________________________________________ 
                                     (into established accounts only)     Fund Name                   Account No. 
[ ] Dividends   [ ] Capital Gains    Deposit in my bank account through Fund Link (complete Section 6) 
[ ] Dividends   [ ] Capital Gains    Paid by check      [ ] To registration address      [ ] To third party below: 

 ________________________________________________________________________________________________________________ 
  Third Party Name                                            Address 
</TABLE>

<PAGE>
 
5. Telephone 
   Privileges -- 
   Exchanges and 
   Redemptions 

You will automatically have certain telephone exchange and redemption 
privileges described below for yourself and your dealer representative unless 
you decline such privileges by marking one or more of the boxes below: 

I do not want the following transactions to be initiated by telephone: 

Exchanges:     [ ] by myself or any person      [ ] by my dealer representative
Redemptions:   [ ] by myself or any person      [ ] by my dealer representative

If you do not decline the telephone privileges above, PIMCO Advisors Funds 
may accept telephone instructions from any person identifying himself as the 
owner of an account or the owner's dealer representative provided that PIMCO 
Advisors Funds follows reasonable procedures and believes the instructions to 
be genuine, and thus you risk possible losses in the event of a telephone 
request not authorized by you (See Section 12). 

Shares of each Class may only be exchanged for shares of the same Class. The 
amount of a telephone redemption shall not exceed $50,000 and the proceeds 
may be payable only to the shareholder of record and mailed to the address of 
record. 

6. Fund Link 
   Options 
   A service which "links" your 
   fund account with your bank 
   account to conduct a variety 
   of transactions over the 
   phone. 

   Check all options you want 
   on your account. 

   You must also complete 
   Section 9 of this application. 

 ____________________________________________________________________
Fund Name 

[ ] Purchase Payments and Redemptions 
Purchase payments and redemptions will be automatically debited or credited 
to the bank account listed in Section 9 upon written or oral authorization. 

Your dealer representative is automatically authorized to exercise Fund Link 
privileges unless you check below. 

Check any transaction you do not want your dealer to conduct by Fund Link. 
       [ ] Fund Redemptions via Fund Link     [ ] Fund Purchases via Fund Link

[ ] Distributions 
Dividend and/or capital gain distributions will be sent to the bank account 
listed in Section 9 as marked below. 
       [ ] Dividends       [ ] Capital Gains Distributions 

[ ] Auto-Invest -- Please also complete Section 7 of this application. 

[ ] Automatic Withdrawal -- Please also complete Section 8 of this application. 

7. Auto- 
   Invest 

   Authorization to honor 
   checks or ACH debits for 
   automatic investment 
   in the Funds. 

   Also complete section 9 
   of this application. 

I/We hereby request to automatically invest by check, in the amounts listed 
below, on or about the  ______________________________________________________ 
                                                           (Day of Month) 
of each [ ] month [ ] quarter, in my/our account in the Fund(s) marked below: 
Designate the name of the Fund/s and the amount ($50 minimum for each fund 
selected). 

                [ ] Class A Shares 
______________  [ ] Class B Shares   __________________
Fund Name       [ ] Class C Shares   Amount to Purchase 

                [ ] Class A Shares 
______________  [ ] Class B Shares   __________________
Fund Name       [ ] Class C Shares   Amount to Purchase 

                [ ] Class A Shares 
______________  [ ] Class B Shares   __________________
Fund Name       [ ] Class C Shares   Amount to Purchase 

Note: You must have an existing account in the Opportunity Fund to establish 
      Auto-Invest in that Fund. Auto-Invest is not available for Money Market 
      Fund B shares. 

Automatic investments are subject to the following conditions: 
(bullet) Your account will be charged on or about the date of each investment 
         as shown above. 

(bullet) The privilege of making investments by Auto-Invest may be revoked by 
         PIMCO Advisors Fund without prior notice if any check is not paid 
         upon presentation. PIMCO Advisors Funds shall be under no obligation 
         to notify the undersigned as to the non-payment of any check. 

(bullet) Auto-Invest may be discontinued by PIMCO Advisors Funds upon thirty 
         (30) days written notice prior to any investment date or by the 
         undersigned at any time by written notice to PIMCO Advisors 
         Distribution Company, provided such notice is received at least ten 
         (10) business days prior to the due date of any investment. 

<PAGE>
 
8. Automatic 
   Withdrawal Plan 

   (Minimum account 
   balance $10,000) 

   If withdrawals sent to 
   a bank, also complete 
   Section 9 of this 
   application. 

I (We) hereby request that you establish a Withdrawal Plan by which I(we) 
will receive payments 
 [ ] Monthly [ ] Quarterly 
on _____________________ from _____________________ for _____________________ 
       Day of Month                    Fund             Amount ($100 minimum) 

I (We) would like withdrawals to begin:_______________________ . Checks 
will be mailed on or about the selected       Day, Month, Year 
day of each month or quarter. 

Please send the Automatic Withdrawal Plan proceeds to (check one): 
[ ] Account registration address [ ] Bank account listed in Section 
[ ] Third part payee as follows: 

 _____________________________________________________________________________ 
Name 

 _____________________________________________________________________________ 
Address                      City         State         Zip Code 

Withdrawals will be sent to account registration address, or to the bank 
account in Section 9 below, unless otherwise specified. If you are 
authorizing redemption proceeds to be sent to the bank account, those shares 
will normally be redeemed three business days prior to the date you have 
selected to have your bank account credited. This plan is subject to the 
terms of the prospectus. PIMCO Advisors Distribution Company is hereby 
authorized to redeem shares from this account in accordance with the 
instructions listed above. 

9. Bank Account 
   Information 

Please provide information on the bank you would like to link you PIMCO 
Advisors Fund account to: 

Type of Account (Select one): 

[ ] Checking Account (Please attach a pre-printed voided check) 

[ ] Savings Account (Please attach a pre-printed personalized deposit slip 
    with your account number encoded on it) 

_______________________________ ______________________________________________
Bank Account Number             Bank Account Name(s) (Print title of your 
                                bank account exactly as it appears on your 
                                bank's records) 

 _____________________________________________________________________________ 
Bank Name                        Bank Address                        Zip Code 

______________________________________ ______________________________________ 
Signature             Date             Signature (if joint bank        Date 
                                       account, both must sign) 




- --------------------------------------------------------------------------------







                 Tape your voided check or deposit slip here 







- --------------------------------------------------------------------------------
<PAGE>
 
10. Rights of 
    Accumulation 
    (This option available for 
    Class A shares only) 

I own shares in other PIMCO Advisors Funds which may entitle this purchase to 
have a reduced sales charge under the provisions in the Fund Prospectus. (See 
"Cumulative Quantity Discount" in the Prospectus.) 

 _____________________________________________________________________________ 
Existing Account Name                           Account No. 

 _____________________________________________________________________________ 
Existing Account Name                           Account No. 

 _____________________________________________________________________________ 
Existing Account Name                           Account No. 

11. Letter of Intent 
    (This option available for 
    Class A shares only) 

I agree to the Letter of Intent conditions stated in the current Prospectus. 
I intend to invest, within a 13-month period beginning on _________ (initial 
purchase date), in shares of the Fund(s) purchased with this application and 
one or more of the other Funds listed in Section 3 above, an aggregate amount 
which, together with the value of shares of any of the Funds owned by me on 
the initial purchase date, will be at least equal to: 
[ ] $50,000   [ ] $100,000   [ ] $250,000   [ ] $500,000   [ ] $1,000,000 
If no date is specified, the initial purchase date will be the date of this 
purchase. 

12. Signature and 
    Certification 

I (we) understand that my (our) account will be automatically subject to 
certain telephone privileges if I (we) do not check the appropriate box in 
Section 5 above and that PIMCO Advisors Funds shall not be liable for any 
loss incurred by me(us) by reason of accepting unauthorized telephone 
requests for my (our) account provided that PIMCO Advisors Funds follows 
reasonable procedures and believes the instructions to be genuine. The 
undersigned warrant(s) that I (we) have full authority and, if a natural 
person, I (we) am (are) of legal age to purchase shares pursuant to this 
application, have received a current Prospectus and agree to be bound by all 
the terms, conditions and account features selected in any and all parts of 
this Application and the Prospectus. Further, I (we) understand that I (we) 
may choose between three share classes. I (we) am (are) aware of the fee 
structures for the three share classes and have selected the class best 
suited to my (our) investment objectives. I (we) further understand that I 
(we) may not exchange from one class to another. Under the penalties of 
perjury, I certify that: (i) the number shown in section 1 above is my 
correct Social Security/Taxpayer Identification Number or I have applied, or 
will apply, for such a number and will provide it within sixty (60) days 
after signing this application [if I don't supply such number within sixty 
(60) days, I am subject to withholding tax] and (ii) I am not subject to 
backup withholding because the IRS (a) has not notified me that I am subject 
to backup withholding as a result of failure to report all interest or 
dividends, or (b) has rescinded a previously imposed backup withholding 
requirement. I am aware that if the Social Security or Tax Identification 
Number I have provided is incorrect, I am subject to backup withholding. 

If you are subject to backup withholding, please cross out number (ii) above. 

Sign exactly as account is to be registered: 

______________________________________ ______________________________________ 
Individual Signature       Date         Signature of Corporate           Date 
                                        Officer, Trustee, etc. 
                                        (if applicable) 

______________________________________ ______________________________________ 
Joint Registrant           Date         Title of Officer, Trustee, etc. 
Signature (if any) 

13. Dealer 
    Information 

(Please be sure to complete Representative first name and middle initial.) 

 _____________________ _______________________________________________________ 
Dealer Name             Representative's Last Name  First Name  Middle Initial 

Dealer Head Office Address:            Representative's Branch Office Address: 

 _____________________ _______________________________________________________ 
Address                                Address 

 _____________________ _______________________________________________________ 
City                State    Zip Code    City                State    Zip Code 

(   )                                    (   )                                
   ____________________________________ ________________________________________
Telephone No.                             Telephone No.   Rep.'s A.E. No. 


<PAGE>


                              PIMCO ADVISORS FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION

                                FEBRUARY 1, 1996







        This Statement of Additional Information is not a prospectus. This
        Statement of Additional Information relates to the Prospectus dated
        February 1, 1996, as supplemented from time to time, and should be read
        in conjunction therewith. A copy of the Prospectus may be obtained from
        PIMCO Advisors Distribution Company, 2187 Atlantic Street, Stamford,
        Connecticut 06902.


3031617.07

<PAGE>



                                TABLE OF CONTENTS
- ------------------------------------------------------------------------------

INFORMATION REGARDING FUND INVESTMENTS........................................1

DERIVATIVES..................................................................13

INVESTMENT RESTRICTIONS......................................................22

CONTINGENT DEFERRED SALES CHARGE AND INITIAL SALES CHARGE ...................27

DISTRIBUTOR AND DISTRIBUTION AND SERVICING PLANS.............................28

EXCHANGE PRIVILEGE...........................................................33

HOW TO REDEEM................................................................34

HOW NET ASSET VALUE IS DETERMINED............................................34

CALCULATION OF YIELD AND RETURN..............................................37

RECENT PERFORMANCE OF CLASS A SHARES.........................................40

RECENT PERFORMANCE OF CLASS B SHARES.........................................41

RECENT PERFORMANCE OF CLASS C SHARES.........................................42

PERFORMANCE COMPARISONS......................................................43

DISTRIBUTIONS................................................................53

TAXES   .....................................................................54

MANAGEMENT OF THE TRUST......................................................57

OTHER SERVICES...............................................................66

PORTFOLIO TRANSACTIONS.......................................................66

ORGANIZATION AND CAPITALIZATION OF THE TRUST.................................69

CERTAIN OWNERSHIP OF TRUST SHARES............................................71



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<PAGE>



APPENDIX A...................................................................79

APPENDIX B...................................................................87

FINANCIAL STATEMENTS.........................................................88




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<PAGE>



                     INFORMATION REGARDING FUND INVESTMENTS


Debt Securities / High Yield Securities

        Many of the Funds may invest in debt/fixed-income securities of domestic
or foreign issuers that meet minimum ratings criteria set forth for a Fund, or
if unrated, are of comparable quality in the opinion of the Fund's sub-adviser.
A description of the ratings categories used is set forth in Appendix A to this
Statement of Additional Information.

        A security is considered to be below "investment grade" quality if it is
either (1) not rated in one of the four highest rating categories by a
Nationally Recognized Statistical Rating Organization ("NRSRO") (i.e., rated Ba
or below by Moody's or BB or below by S&P) or (2) if unrated, determined by the
Manger or relevant sub-adviser to be of comparable quality to obligations so
rated.

        Securities rated Baa and BBB are the lowest which are considered
"investment grade" obligations. 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." S&P describes securities rated BBB as "regarded as
having an adequate capacity to pay interest and repay principal ... whereas it
normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity than in
higher rated categories."

        As stated in the Prospectus, many of the Funds may purchase High Yield
Securities (as defined in the Prospectus) rated in either the fifth or (except
for the Tax-Exempt Fund) sixth highest rating categories by any NRSRO or
comparable unrated securities, and the Equity Income Fund may purchase High
Yield Securities rated below the sixth highest rating category by any NRSRO or
comparable unrated securities (but will not purchase any security in default on
the date of acquisition). Investment in High Yield Securities 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. The market for these securities
is relatively new, and many of the outstanding High Yield Securities have not
endured a major business recession. A long-term track record on default rates,
such as that for investment grade corporate bonds, does not exist for this
market. Analysis of the creditworthiness of issuers of High Yield Securities may
be more complex than for issuers of higher quality debt/fixed-income
securities. Each Fund of the Trust that may purchase High Yield Securities may
continue to hold such securities following a decline in their rating if in the
opinion of the Manager or the Funds' sub-adviser, as the case may be, it would
be advantageous to do so. Investments in High Yield Securities that are eligible
for purchase by certain of the Funds, in particular, by the High Income Fund and
Equity Income Fund, are described as "speculative" by both Moody's and S&P.

        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


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<PAGE>



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/fixed-income securities. If an issuer of High
Yield Securities defaults, in addition to risking payment of all or a portion of
interest and principal, the Funds 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 Funds
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 Manager and the sub-advisers will seek to minimize the risks of investing in
all debt/fixed-income securities through diversification, in-depth credit
analysis and attention to current developments in interest rates and market
conditions.

        Securities are purchased and sold principally in response to current
assessments of future changes in business conditions and the levels of interest
rates on debt/fixed-income securities of varying maturities, the availability of
new investment opportunities at higher relative yields, and current evaluations
of an issuer's continuing ability to meet its obligations in the future. The
average maturity or duration of the debt/fixed-income securities in the Fund's
portfolio may be varied in response to anticipated changes in interest rates and
to other economic factors, although under normal circumstances the Fund's
debt/fixed-income securities will be primarily those with more than one year
remaining to maturity. Securities may be bought and sold in anticipation of a
decline or a rise in market interest rates. In addition, a security may be sold
and another of comparable quality and maturity (usually, but not always, of a
different issuer) purchased at approximately the same time to take advantage of
what are believed to be short-term differentials in values or yields.

Participation on Creditors Committees

        A Fund 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 Fund. Such participation may subject the Fund to expenses
such as legal fees and may make the Fund an "insider" of the issuer for purposes
of the federal securities laws, and therefore may restrict the Fund's ability to
trade in or acquire additional positions in a particular security when it might
otherwise desire to do so. Participation by the Fund on such committees also may
expose the Fund to potential liabilities under the federal bankruptcy laws or
other laws governing the rights of creditors and debtors. The Fund would
participate on such committees only when the Manager and the sub-adviser believe
that such participation is necessary or desirable to enforce the Fund's rights
as a creditor or to protect the value of securities held by the Fund.

Mortgage-Related and Other Asset-Backed Securities

        Mortgage-related securities are interests in pools of mortgage loans
made to residential home


3031617.07
                                              2

<PAGE>



buyers, 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 Funds may
also invest in debt/fixed-income 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/fixed-income 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 the Government National Mortgage Association) 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 principal governmental guarantor of mortgage-related securities is
the Government National Mortgage Association ("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
FHA-insured or guaranteed mortgages.

        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


3031617.07
                                              3

<PAGE>



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 a Fund'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.

        Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal is paid, in most cases, semiannually. 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.

        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 semiannually 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 FEA 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


3031617.07
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<PAGE>



collateral pool in excess of FHLMC's minimum sinking fund requirement, the rate
at which principal of the CMO is actually repaid is likely to be such that each
class of bonds will be retired in advance of its scheduled maturity date.

        If collection of principal (including prepayments) on the mortgage loans
during any semiannual 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.

        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 CMO residuals or stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt/fixed-income
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 derivative 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 Fund 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. CMO
residuals, whether or not registered under such Act, may be subject to certain
restrictions on


3031617.07
                                              5

<PAGE>



transferability, and may be deemed "illiquid" and subject to a Fund's
limitations on investment in illiquid securities.

        Stripped Mortgage-Backed Securities. 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 Fund's yield to maturity from these securities. If the underlying
mortgage assets experience greater than anticipated prepayments of principal, a
Fund may fail to fully recoup its initial investment in these securities even if
the security is in one of the highest rating categories.

        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 Fund's limitations on investment in illiquid securities.

Depository Receipts

        The International Fund may invest in foreign securities in the form of
American Depositary Receipts (ADR's), European Depositary Receipts (EDR's) or
other similar securities convertible into securities of foreign issuers. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADR's are receipts typically issued
by a United States bank or trust company evidencing ownership of the underlying
foreign securities. EDR's are receipts typically issued by a European bank or
trust company evidencing ownership of the underlying foreign securities.
Generally, ADR's, in registered form, are designed for use in the United States
securities markets and EDR's, in bearer form, are designed for use in European
securities markets.

Warrants

        Each of the Global Income, High Income, Total Return Income,
Short-Intermediate, Equity Income, Value, Growth, Discovery, Opportunity,
Target, Precious Metals and International Funds may invest up to 5% of its net
assets in warrants or rights (valued at the lower of cost or market) which
entitle the holder to buy equity securities at a specific price for a specified
period of time, provided that no more than 2% of its net assets are invested in
warrants not listed on the New York or American Stock Exchanges. Each Fund may
invest in warrants or rights acquired by such Fund as part of a unit or attached
to securities at the time of purchase without limitation.




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Portfolio Turnover

        A change in securities held by a Fund is known as "portfolio turnover"
and almost always involves the payment by the Fund of brokerage commissions or
dealer markup and other transaction costs on the sale of securities as well as
on the reinvestment of the proceeds in other securities. As a result of the
investment policies of the Funds, under certain market conditions their
portfolio turnover may be higher than those of many other investment companies.
It is, however, impossible to predict portfolio turnover in future years. For
purposes of reporting portfolio turnover rates, all securities which at the time
of purchase have maturities of one year or less are excluded, so that it is
expected that the policies of the Money Market Fund will result in a reported
portfolio turnover rate of zero for that Fund, although it is anticipated that,
like other funds with similar portfolios, it will change the securities in its
portfolio frequently. As disclosed in the Prospectus, high portfolio turnover
involves correspondingly greater brokerage commissions and other transaction
costs, which will be borne directly by the Funds.

Repurchase Agreements

        Each of the Funds may enter into repurchase agreements with domestic
commercial banks or registered broker/dealers with respect to not more than 25%
of its total assets (taken at current value) (20% of total assets in the case of
the Tax Exempt Fund), except that no such limit applies in the case of the Money
Market Fund or as to the other Funds when they are investing for temporary
defensive purposes. A repurchase agreement is a contract under which a Fund
would acquire a security for a relatively short period (usually not more than
one week) subject to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the Fund's cost
plus interest). In the case of repurchase agreements with broker-dealers, the
value of the underlying securities (or collateral) will be at least equal at all
times to the total amount of the repurchase obligation, including the interest
factor. The Fund bears a risk of loss in the event that the other party to a
repurchase agreement defaults on its obligations and the Fund is delayed or
prevented from exercising its rights to dispose of the collateral securities.
The Manager and the sub-advisers, as appropriate, will monitor the
creditworthiness of the counterparties.

Securities Loans

        Each Fund may make secured loans of its portfolio securities amounting
to no more than 33 1/3% of its total assets. The risks in lending portfolio
securities, as with other extensions of credit, consist of possible delay in
recovery of the securities or possible loss of rights in the collateral should
the borrower fail financially. However, such loans will be made only to
broker-dealers that are believed by the Manager or the sub-adviser to be of
relatively high credit standing. Securities loans are made to broker-dealers
pursuant to agreements requiring that loans be continuously secured by
collateral in cash, U.S. Government securities or other liquid high grade debt
obligations at least equal at all times to the market value of the securities
lent, provided that such loans made by the U.S. Government Fund will only be
secured by cash and U.S. Government securities. The borrower pays to the lending
Fund an amount equal to any dividends or interest received on the securities
lent. The Fund may invest the cash collateral received in interest-bearing,
short-term securities or receive a fee from the borrower. Although voting rights
or rights to consent with respect to the loaned securities pass to the borrower,
the Fund retains the right to call the loans at any time on reasonable notice,
and it will do so in order that the securities may be voted by the Fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. The Fund may also call such loans in order
to sell the securities involved.


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<PAGE>



Forward Commitments and Foreign Currency Transactions

        As described in the Prospectus, each Fund may make contracts to purchase
securities for a fixed price at a future date beyond customary settlement time
("forward commitments") if the Fund either (i) holds, and maintains until the
settlement date in a segregated account, cash, U.S. Government securities or
other liquid high grade debt obligations in an amount sufficient to meet the
purchase price or (ii) enters into an offsetting contract for the forward sale
of securities of equal value that it owns. Each Fund (other than the Money
Market Fund, the Tax Exempt Fund and the U.S. Government Fund) may enter into
forward commitments for the purchase or sale of foreign currencies. Forward
commitments may be considered securities in themselves. They involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement date, which risk is in addition to the risk of decline in value of
the Fund's other assets. A Fund may dispose of a commitment prior to settlement
and may realize short-term profits or losses upon such disposition.

        Many of the Funds may enter into forward foreign currency exchange
contracts or purchase and sell foreign currency options in order to protect
against uncertainty in the level of future foreign exchange rates. Since
investment in foreign securities will usually involve foreign currencies, and
since a Fund may temporarily hold funds in bank deposits in foreign currencies
during the course of investment programs, the value of the assets of a Fund as
measured in United States dollars may be affected by changes in foreign currency
exchange rates and exchange control regulations, and the Fund may incur costs in
connection with conversion between various currencies. The International, Global
Income, High Income, Total Return Income and Short-Intermediate Funds may also
use such instruments to shift exposure to foreign currency fluctuations from one
currency to another.

        All Funds other than the International, Global Income, High Income,
Total Return Income and Short-Intermediate Funds may enter into forward
contracts only under two circumstances. First, when a Fund enters into a
contract for the purchase or sale of a security, commodity or Metal-Indexed Note
(see below) denominated in a foreign currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for the
purchase or sale of the amount of foreign currency involved in the transactions
for a fixed amount of dollars, the Fund may be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date
on which the investment is purchased or sold and the date on which payment is
made or received.

        Second, when management of the Fund believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's portfolio investments denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market
movements in the value of those investments between the date the forward
contract is entered into and the date it matures.

        Of course, the Fund is not required to enter into such transactions with
regard to its foreign currency-denominated securities and will not do so unless
deemed appropriate by the Manager or the sub-adviser. The Funds' ability to
engage in forward contracts may be limited by tax considerations.

When-Issued and Delayed Delivery Transactions



3031617.07
                                              8

<PAGE>



        Each Fund may enter into agreements with banks or broker-dealers for the
purchase or sale of securities at an agreed-upon price on a specified future
date. Such agreements might be entered into, for example, when the relevant Fund
anticipates a decline in interest rates and is able to obtain a more
advantageous yield by committing currently to purchase securities to be issued
later. When the Fund purchases securities on a when-issued or delayed delivery
basis, it is required either (i) to create a segregated account with the Fund's
custodian and to maintain in that account cash, U.S. Government securities or
other liquid high grade debt obligations in an amount equal on a daily basis to
the amount of the Fund's when-issued or delayed delivery commitments or (ii) to
enter into an offsetting forward sale of securities it owns equal in value to
those purchased. The Fund will only make commitments to purchase securities on a
when-issued or delayed-delivery basis with the intention of actually acquiring
the securities. However, the Fund may sell these securities before the
settlement date if it is deemed advisable as a matter of investment strategy.
When the time comes to pay for when-issued or delayed-delivery securities, the
Fund will meet its obligations from then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the when-issued or delayed delivery securities themselves (which may have a
value greater or less than the Fund's payment obligation).

Borrowing

        Subject to the limitations described under "Investment Restrictions" in
this Statement, a Fund may be permitted to borrow for temporary purposes and/or
for investment purposes. Such a practice will result in leveraging of a Fund's
assets and may cause a Fund to liquidate portfolio positions when it would not
be advantageous to do so. This borrowing may be unsecured. The Investment
Company Act of 1940 (the "1940 Act") requires a Fund to maintain continuous
asset coverage of 300% of the amount borrowed. If the 300% asset coverage should
decline as a result of market fluctuations or other reasons, a Fund 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 Fund's portfolio. Money borrowed will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased. A Fund 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.

        Among the forms of borrowing in which some Funds may engage is the entry
into reverse repurchase agreements. A reverse repurchase agreement involves the
sale of a portfolio-eligible security by a Fund, coupled with its agreement to
repurchase the instrument at a specified time and price. Asset coverage
requirements of the 1940 Act require each Fund to maintain a segregated account
with its custodian consisting of cash, U.S. Government securities or other
liquid high grade debt obligations equal (on a daily mark-to-market basis) to
its obligations under reverse repurchase agreements with broker-dealers (but not
banks). However, reverse repurchase agreements involve the risk that the market
value of securities retained by the Fund may decline below the repurchase price
of the securities sold by the Fund which it is obligated to repurchase. To the
extent that a Fund collateralizes its obligations under a reverse repurchase
agreement, the asset coverage requirements of the 1940 Act described above will
not apply.

        Some Funds also may enter into "dollar rolls," such as "mortgage dollar
rolls," which are similar to reverse purchase agreements in certain respects. In
a "dollar role" transaction a Fund sells a mortgage-



                                       9
<PAGE>

related security (such as a GNMA security) 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 Fund pledges a
mortgage-related security to a dealer to obtain cash. Unlike in the case of
reverse repurchase agreements, the dealer with which a Fund enters into a dollar
roll transaction is not obligated to return the same securities as those
originally sold by the Fund, but only securities which are "substantially
identical." To be considered "substantially identical," the securities returned
to a Fund 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 Fund's obligations under a dollar roll agreement must be covered by
cash, U.S. Government securities or other liquid high grade debt obligations
equal in value to the securities subject to repurchase by the Fund, maintained
in a segregated account. To the extent that a Fund collateralizes its
obligations under a dollar roll agreement, the asset coverage requirements of
the 1940 Act will not apply to such transactions. 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 Fund's overall
limitations on investments in illiquid securities.

Tax Exempt Bonds

        As noted in the Prospectus, it is a policy of the Tax Exempt Fund to
have 80% of its net assets invested in debt obligations the interest on which,
in the opinion of bond counsel to the issuer at the time of issuance, is exempt
from federal income tax ("Tax Exempt Bonds") which are rated Baa or higher by
Moody's or BBB or higher by S&P, or in one of the four highest rating categories
of any other NRSRO, or which are unrated and determined by the Manager or the
Fund's sub-adviser to be of quality comparable to obligations so rated. Under
such policy, the Fund may invest up to 20% of its net assets in Tax Exempt Bonds
rated in the fifth highest rating category by any NRSRO, or unrated obligations
determined by the Fund's sub-adviser to be of quality comparable to obligations
so rated. A description of these ratings is set forth in Appendix A hereto. From
time to time, however, the Fund may have less than 80% of its net assets
invested in Tax Exempt Bonds for temporary defensive purposes. The ability of
the Fund to invest in securities other than Tax Exempt Bonds is limited by a
requirement of the Internal Revenue Code that at least 50% of the Fund's total
assets be invested in Tax Exempt Bonds at the end of each calendar quarter. See
"Taxes."

        Tax Exempt Bonds share the attributes of debt/fixed-income securities
generally (described elsewhere in this Statement and the Prospectus), but are
generally issued by states, municipalities and other political subdivisions,
agencies, authorities and instrumentalities of states and multi-state agencies
or authorities. The Tax Exempt Bonds which the Tax Exempt Fund may purchase
include general obligation bonds and limited obligation bonds (or revenue
bonds), including industrial development bonds issued pursuant to former federal
tax law. General obligation bonds are obligations involving the credit of an
issuer possessing taxing power and are payable from such issuer's general
revenues and not from any particular source. Limited obligation bonds are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Tax-exempt private activity bonds and industrial
development bonds generally are also revenue bonds and thus are not payable from
the issuer's general revenues. The credit and


3031617.07

                                       10
<PAGE>



quality of private activity bonds and industrial development bonds are usually
related to the credit of the corporate user of the facilities. Payment of
interest on and repayment of principal of such bonds is the responsibility of
the corporate user (and/or any guarantor).

        Under the Internal Revenue Code of 1986, certain limited obligation
bonds are considered "private activity bonds" and interest paid on such bonds is
treated as an item of tax preference for purposes of calculating federal
alternative minimum tax liability.

        As noted in the Prospectus, Tax Exempt Bonds are subject to credit and
market risk. Generally, prices of higher quality issues tend to fluctuate less
with changes in market interest rates than prices of lower quality issues and
prices of longer maturity issues tend to fluctuate more than prices of shorter
maturity issues.

        The Tax Exempt Fund may purchase and sell portfolio investments to take
advantage of changes or anticipated changes in yield relationships, markets or
economic conditions. The Fund may also sell Tax Exempt Bonds due to changes in
the sub-adviser's evaluation of the issuer or cash needs resulting from
redemption requests for Fund shares. The secondary market for Tax Exempt Bonds
typically has been less liquid than that for taxable debt/fixed-income
securities, and this may affect the Fund's ability to sell particular Tax Exempt
Bonds at then-current market prices, especially in periods when other investors
are attempting to sell the same securities.

        Prices and yields on Tax Exempt Bonds are dependent on a variety of
factors, including general money market conditions, the financial condition of
the issuer, general conditions of the Tax Exempt Bond market, the size of a
particular offering, the maturity of the obligation and the rating of the issue.
A number of these factors, including the ratings of particular issues, are
subject to change from time to time. Information about the financial condition
of an issuer of Tax Exempt Bonds may not be as extensive as that which is made
available by corporations whose securities are publicly traded.

        As noted in the Prospectus, obligations of issuers of Tax Exempt Bonds
are subject to the provisions of bankruptcy, insolvency and other laws, such as
the Federal Bankruptcy Reform Act of 1978, affecting the rights and remedies of
creditors. Congress or state legislatures may seek to extend the time for
payment of principal or interest, or both, or to impose other constraints upon
enforcement of such obligations. There is also the possibility that as a result
of litigation or other conditions the power or ability of issuers to meet their
obligations for the payment of interest and principal on their Tax Exempt Bonds
may be materially affected or their obligations may be found to be invalid or
unenforceable. Such litigation or conditions may from time to time have the
effect of introducing uncertainties in the market for Tax Exempt Bonds or
certain segments thereof, or of materially affecting the credit risk with
respect to particular bonds. Adverse economic, business, legal or political
developments might affect all or a substantial portion of the Fund's Tax Exempt
Bonds in the same manner.

Metal-Indexed Notes and Precious Metals

        The Precious Metals Fund may invest in notes, the principal amount or
redemption price of which is indexed to and thus varies directly with changes in
the market price of gold bullion or other precious metals ("Metal-Indexed
Notes"). It is expected that the value of Metal-Indexed Notes will be as
volatile as the price of the underlying metal.



3031617.07

                                       11
<PAGE>



        The Precious Metals Fund will only purchase Metal-Indexed Notes which
are rated, or are issued by issuers that have outstanding debt obligations
rated, investment grade or commercial paper rated in the top rating category by
any NRSRO or of issuers that the Manager or the sub-adviser has determined to be
of similar creditworthiness. Debt Obligations rated in the fourth highest rating
category by an NRSRO are considered to have some speculative characteristics.
The Metal-Indexed Notes might be backed by a bank letter of credit, performance
bond or might be otherwise secured, and any such security, which would be held
by the Precious Metals Fund's custodian, would be taken into account in
determining the creditworthiness of the securities. The Precious Metals Fund
might purchase unsecured Metal-Indexed Notes if the issuer thereof met the
Fund's credit standards without any such security. While the principal amount or
redemption price of Metal-Indexed Notes would vary with the price of the
resource, such securities would not be secured by a pledge of the resource or
any other security interest in or claim on the resource. In the case of
Metal-Indexed Notes not backed by a performance bond, letter of credit or
similar security, it is expected that such securities generally would not be
secured by any other specific assets.

        The Precious Metals Fund anticipates that if Metal-Indexed senior
securities were to be purchased, such securities would be issued by precious
metals or commodity brokers or dealers, by mining companies, by commercial banks
or by other financial institutions. Such issuers would issue notes to hedge
their inventories and reserves of the resource, or to borrow money at a
relatively low cost (which would include the nominal rate of interest paid on
Metal-Indexed Notes, described below, and the cost of hedging the issuer's
Metals exposure). The Precious Metals Fund would not purchase a Metal-Indexed
Note issued by a broker or dealer if as a result of such purchase more than 5%
of the value of the Precious Metals Fund's total assets would be invested in
securities of such issuer. The Precious Metals Fund might purchase Metal-Indexed
Notes from brokers or dealers which are not also securities brokers or dealers.
Precious metals or commodity brokers or dealers are not subject to supervision
or regulation by any governmental authority or self-regulatory organization in
connection with the issuance of Metal-Indexed Notes.

        Until recently, there were no Metal-Indexed Notes outstanding and
consequently there is no secondary trading market for such securities. Although
a limited secondary market might develop among institutional traders, there is
no assurance that such a market will develop. No public market is expected to
develop, since the Precious Metals Fund expects that Metal-Indexed Notes will
not be registered under the Securities Act of 1933 and therefore disposition of
such securities, other than to the issuer thereof (as described below), would be
dependent upon the availability of an exemption from such registration.

        Any Metal-Indexed Notes which the Precious Metals Fund might purchase
generally will have maturities of one year or less. Such notes, however, will be
subject to being called for redemption by the issuer on relatively short notice.
In addition, it is expected that the Metal-Indexed Notes will be subject to
being put by the Precious Metals Fund to the issuer or to a stand-by broker
meeting the credit standards set forth above, with payments being received by
the Precious Metals Fund on no more than 7 days notice. A stand-by broker might
be a securities broker-dealer, in which case the Precious Metals Fund's
investment will be limited by applicable regulations of the Securities and
Exchange Commission. The put feature of the Metal-Indexed Notes will ensure
liquidity even in the absence of a secondary trading market. The securities will
be repurchased upon exercise of the holder's put at the price determined in the
manner described above, less repurchase fees, if any, which are not expected to
exceed 1% of the redemption or repurchase proceeds. Depending upon the terms of
particular Metal-Indexed Notes, there might be a period as long as five days
between the date upon which the Precious Metals


3031617.07

                                       12
<PAGE>



Fund notifies the issuer of the exercise of the put and determination of the
sale price.

        It is expected that any Metal-Indexed Notes which the Precious Metals
Fund might purchase will bear interest or pay preferred dividends at relatively
nominal rates under 2% per annum. The Precious Metals Fund's holdings of such
senior securities therefore would not generate appreciable current income, and
the return from such senior securities would be primarily from any profit on the
sale or maturity thereof at a time when the price of the relevant precious metal
is higher than it was when the senior securities were purchased. The Precious
Metals Fund will not invest in Metal-Indexed Notes that are not publicly traded
until it is certain of how the Internal Revenue Service would characterize
income derived from such notes.

                                   DERIVATIVES

        The Prospectus describes the extent to which the Funds may employ
strategies involving the use of derivative instruments such as options and
futures contracts. The following discussion relates to the use of such
strategies by the Funds which are authorized to employ them.

Options Transactions

        No Fund will write options that are not "covered." A written call option
is "covered" if the Fund owns the underlying security subject to the call or has
an absolute and immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if the Fund holds on a share-for-share
basis a call on the same security as the call written where the exercise price
of the call held is equal to or less than the exercise price of the call written
or greater than the exercise price of the call written if the difference is
maintained by the Fund in cash, U.S. Government securities or other liquid high
grade debt obligations in a segregated account with its custodian. A written put
option is "covered" if the Fund maintains cash, U.S. Government securities or
other liquid high grade debt obligations with a value equal to the exercise
price in a segregated account with its custodian, or holds on a share-for-share
basis a put on the same security as the put written where the exercise price of
the put held is equal to or greater than the exercise price of the put written.
The premium paid by the purchaser of an option will reflect, among other things,
the relationship of the exercise price to the market price and volatility of the
underlying security, the remaining term of the option and supply and demand
interest rates.

        If the writer of an option wishes to terminate his obligation, he may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of the
purchase is that the writer's position will be canceled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after he has been notified of the exercise of an option. Likewise, an investor
who is the holder of an option may liquidate his position by effecting a
"closing sale transaction." This is accomplished by selling an option of the
same series as the option previously purchased. There is no guarantee that a
Fund will be able to effect a closing purchase or a closing sale transaction at
any particular time.

        Effecting a closing transaction in the case of a written call option
will permit the Fund to write another call option on the underlying security
with either a different exercise price or expiration date or both, or in the
case of a written put option will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by depositing cash or high
grade obligations. Also, effecting a


3031617.07

                                       13
<PAGE>



closing transaction will permit the cash or proceeds from the concurrent sale of
any securities subject to the option to be used for other Fund investments. If
the Fund desires to sell a particular security from its portfolio on which it
has written a call option, it will effect a closing transaction prior to or
concurrent with the sale of the security.

        The Fund will realize a profit from a closing transaction if the price
of the transaction is less than the premium received from writing the option or
is more than the premium paid to purchase the option; the Fund will realize a
loss from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security, any
loss resulting from the repurchase of a call option is likely to be offset in
whole or in part by appreciation of the underlying security owned by the Fund.

        The Funds which may write options may do so in connection with
buy-and-write transactions; that is, the Fund will purchase a security and then
write a call option against that security. The exercise price of the call the
Fund determines to write will depend upon the expected price movement of the
underlying security. The exercise price of a call option may be below
("in-the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when it
is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions using
at-the-money call options may be used when it is expected that the price of the
underlying security will remain fixed or advance moderately during the option
period. Buy-and-write transactions using out-of-the-money call options may be
used when it is expected that the premiums received from writing the call option
plus the appreciation in the market price of the underlying security up to the
exercise price will be greater than the appreciation in the price of the
underlying security alone. If the call options are exercised in such
transactions, the Fund's maximum gain will be the premium received by it for
writing the option, adjusted upwards or downwards by the difference between the
Fund's purchase price of the security and the exercise price. If the options are
not exercised and the price of the underlying security declines, the amount of
such decline will be offset in part, or entirely, by the premium received.

        The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close the position or take
delivery of the security at the exercise price. In that event, the Fund's return
will be the premium received from the put option minus the cost of closing the
position or, if it chooses to take delivery of the security, the premium
received from the put option minus the amount by which the market price of the
security is below the exercise price. Out-of-the-money, at-the-money and
in-the-money put options may be used by the Fund in the same market environments
that call options are used in equivalent buy-and-write transactions.

        The extent to which each Fund will be able to write and purchase call
and put options will also be restricted by the Trust's intention to qualify each
Fund as a regulated investment company under the federal income tax law. See
"Taxes."

        OTC Options. The Funds will enter into over-the-counter ("OTC") options
transactions only with primary dealers in U.S. Government securities and only
pursuant to agreements that will assure that


3031617.07

                                       14
<PAGE>



the relevant Fund will at all times have the right to repurchase the option
written by it from the dealer at a specified formula price. The Funds will treat
the amount by which such formula price exceeds the intrinsic value of the option
(i.e., the amount, if any, by which the market price of the underlying security
exceeds the exercise price of the option) as an illiquid investment.

        It is the present policy of each Fund not to enter into any OTC option
transaction if, as a result, more than 15% of that Fund's net assets would be
invested in (i) OTC options purchased by the Fund, (ii) the illiquid portion
(determined under the foregoing formula) of OTC options written by the Fund, and
(iii) other illiquid investments as set forth below under the heading
"Investment Restrictions."

Futures Transactions

        The Funds may sell futures contracts, purchase put options on futures
contracts and write call options on futures contracts for the purpose of hedging
their respective portfolios against the adverse effects of anticipated movements
in interest rates (in the case of fixed-income securities), currency exchange
rates (in the case of foreign securities) or precious metal prices (in the case
of precious metals or securities of precious metal-related companies). The Funds
may purchase futures contracts and call options thereon and write put options
for the purpose of protecting a Fund against an increase in the market price of
securities (or, in the case of the Precious Metals Fund, the commodities) it
intends to acquire. Information concerning futures contracts and options on
futures contracts is set forth below.

        Futures Contracts. A futures contract sale creates an obligation by the
seller to deliver the type of commodity or financial instrument called for in
the contract in a specified delivery month for a stated price. A futures
contract purchase creates an obligation by the purchaser to take delivery of the
underlying commodity or financial instrument in a specified delivery month at a
stated price. The specific instruments delivered or taken, respectively, at
settlement date are not determined until at or near that date. The determination
is made in accordance with the rules of the exchange on which the futures
contract sale or purchase was made. An index futures contract is similar except
that the parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the securities index value
at the close of the last trading day of the contract and the price at which the
futures contract is originally struck. Futures contracts are traded only on
commodity exchanges -- known as "contract markets" -- approved for such trading
by the Commodity Futures Trading Commission ("CFTC"), and must be executed
through a futures commission merchant or brokerage firm which is a member of a
contract market.

        Although futures contracts by their terms call for actual delivery or
acceptance of commodities or securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out a futures contract sale is effected by purchasing a futures contract for the
same aggregate amount of the specific type of financial instrument or commodity
and the same delivery date. If the price of the initial sale of the futures
contract exceeds the price of the offsetting purchase, the seller is paid the
difference and realizes a gain. Conversely, if the price of the offsetting
purchase exceeds the price of the initial sale, the seller realizes a loss.
Similarly, the closing out of a futures contract purchase is effected by the
purchaser entering into a futures contract sale. If the offsetting sale price
exceeds the purchase price, the purchaser realizes a gain, and if the purchase
price exceeds the offsetting sale price, the purchaser realizes a loss.

        The purchase (that is, assuming a long position in) or sale (that is,
assuming a short position in) of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or


3031617.07

                                       15
<PAGE>



received. Instead, an amount of cash or U.S. Treasury bills generally not
exceeding 5% of the contract amount must be deposited with the broker. This
amount is known as initial margin. Subsequent payments to and from the broker,
known as variation margin, are made on a daily basis as the price of the
underlying futures contract fluctuates making the long and short positions in
the futures contract more or less valuable, a process known as "marking to
market." At any time prior to the settlement date of the futures contract, the
position may be closed out by taking an opposite position which will operate to
terminate the position in the futures contract. A final determination of
variation margin is then made, additional cash is required to be paid to or
released by the broker, and the purchaser realizes a loss or gain. In addition,
a commission is paid on each completed purchase and sale transaction.

        The Funds may engage in transactions in futures contracts for the
purpose of hedging against changes in the values of securities (or, in the case
of the Precious Metals Fund, commodities) they own or intend to acquire. The
Funds may sell such futures contracts in anticipation of a decline in the value
of its investments. The risk of such a decline can be reduced without employing
futures as a hedge by selling long-term securities and either reinvesting the
proceeds in securities with shorter maturities or by holding assets in cash.
This strategy, however, entails increased transaction costs in the form of
brokerage commissions and dealer spreads and will typically reduce a Fund's
average yield (with respect to futures on fixed-income securities) as a result
of the shortening of maturities. The sale of futures contracts provides an
alternative means of hedging a Fund against a decline in the value of its
investments in fixed-income securities. As such values decline, the value of a
Fund's position in the futures contracts will tend to increase, thus offsetting
all or a portion of the depreciation in the market value of a Fund's
fixed-income securities which are being hedged. While the Fund will incur
commission expenses in establishing and closing out futures positions,
commissions on futures transactions may be significantly lower than transaction
costs incurred in the purchase and sale of fixed-income securities. Employing
futures as a hedge may also permit a Fund to assume a defensive posture without
reducing its yield on its investments.

        Call Options on Futures Contracts. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a call option on
an individual security. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying debt/fixed-income securities, it may or may not be less risky than
ownership of the futures contract or underlying debt/fixed-income securities. As
with the purchase of a futures contract, the Funds may purchase a call option on
a futures contract to hedge against a market advance when the Fund is not fully
invested.

        The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the securities or commodities which are
deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Fund's portfolio holdings.

        Put Options on Futures Contracts. The purchase of put options on a
futures contract is similar in some respects to the purchase of protective put
options on portfolio securities. The Funds may purchase put options on futures
contracts to hedge the Fund's portfolio against the risk of rising interest
rates or declines in stock market prices. The Funds may purchase put options on
futures contracts in circumstances where they would sell futures contracts.



3031617.07

                                       16
<PAGE>



        The Funds may write a put option on a futures contract as a partial
hedge against increasing prices of the assets which are deliverable upon
exercise of the futures contract. If the futures price at expiration of the
option is higher than the exercise price, the Fund will retain the full amount
of the option premium which provides a partial hedge against any increase in the
price of assets that the Fund intends to purchase.

        Currency Futures and Related Options. A currency futures contract sale
creates an obligation by the Fund, as seller, to deliver the amount of currency
called for in the contract at a specified future time for a stated price. A
currency futures contract purchase creates an obligation by the Fund, as
purchaser, to take delivery of an amount of currency at a specified future time
at a stated price. Although the terms of currency futures contracts specify
actual delivery or receipt, in most instances the contracts are closed out
before the settlement date without the making or taking of delivery of the
currency. Closing out of a currency futures contract is effected by entering
into an offsetting purchase or sale transaction.

        Unlike a currency futures contract, which requires the parties to buy
and sell currency on a set date, an option on a futures contract entitles its
holder to decide on or before a future date whether to enter into such a
contract. If the holder decides not to enter into the contract, the premium paid
for the option is lost. Since the value of the option is fixed at the point of
sale, there are no daily payments of cash in the nature of "variation" or
"maintenance" margin payments to reflect the change in the value of the
underlying contract as there are by a purchaser or seller of a currency futures
contract. The value of the option does not change and is reflected in the net
asset value of the Fund.

        The ability to establish and close out positions on options on futures
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or be maintained.

        The Funds will write only covered put and call options on currency
futures. This means that each such Fund will provide for its obligations upon
exercise of the option by segregating sufficient cash or short-term obligations
or by holding an offsetting position in the option or underlying currency
future, or a combination of the foregoing. Set forth below is a description of
methods of providing cover that the Funds currently expect to employ, subject to
applicable exchange and regulatory requirements. If other methods of providing
appropriate cover are developed, the Funds reserve the right to employ them to
the extent consistent with applicable regulatory and exchange requirements.

        A Fund will, so long as it is obligated as the writer of a call option
on currency futures, own on a contract-for-contract basis an equal long position
in currency futures with the same delivery date or a call option on currency
futures with the difference, if any, between the market value of the call
written and the market value of the call or long currency futures purchased
maintained by the Fund in cash, Treasury bills, or other high-grade short-term
obligations in a segregated account with its custodian. If at the close of
business on any day the market value of the call purchased by the Fund falls
below 100% of the market value of the call written by the Fund, the Fund will so
segregate an amount of cash, U.S. Government securities or other liquid high
grade debt obligations equal in value to the difference. Alternatively, the Fund
may cover the call option by segregating with its custodian an amount of the
particular foreign currency equal to the amount of foreign currency per futures
contract option times the number of options written by the Fund.

        In the case of put options on currency futures written by a Fund, the
Fund will hold the aggregate


3031617.07

                                       17
<PAGE>



exercise price in cash, U.S. Government securities or other liquid high grade
debt obligations in a segregated account with its custodian, or own put options
on currency futures or short currency futures, with the difference, if any,
between the market value of the put written and the market value of the puts
purchased or the currency futures sold maintained by the Fund in cash, U.S.
Government securities or other liquid high grade debt obligations in a
segregated account with its custodian. If at the close of business on any day
the market value of the put options purchased or the currency futures sold by
the Fund falls below 100% of the market value of the put options written by the
Fund, the Fund will so segregate an amount of cash, U.S. Government securities
or other liquid high grade debt obligations equal in value to the difference.

        Index Futures. A securities index assigns relative values to the
securities comprising the index. An index futures contract is a bilateral
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference between
the index value at the close of the last trading day of the contract and the
price at which the futures contract is originally struck. No physical delivery
of the underlying securities in the index is made.

        The Funds will engage in transactions in index futures contracts only as
a hedge against changes resulting from market conditions in the values of
securities held in the Fund's portfolio or which the Fund intends to purchase.
In connection with its purchase of index futures contracts, each Fund will
deposit an amount of cash and cash equivalents, equal to the market value of the
futures contracts, in a segregated account with its custodian and/or in a margin
account with a broker. Each Fund will cover any options it writes on index
futures in the manner described above with respect to currency futures.

        Commodity Futures Contracts and Related Options. The Precious Metals
Fund may purchase or sell precious metals futures contracts as a hedge against
changes in the price of the underlying metal. Such futures contracts are
standardized exchange-traded obligations. In the United States, futures
contracts trade on one or more commodities exchange with respect to gold,
silver, platinum, palladium and other commodities.

        A commodity futures contract is an agreement between two parties to buy
and sell the commodity on a future date. Although futures contracts by their
terms require actual delivery and acceptance of the underlying asset, in most
cases the contracts are closed out before the settlement date without the making
or taking of delivery.

        As an example of how the Precious Metals Fund might use commodity
options, the Fund might purchase and sell gold futures contracts for the purpose
of hedging its holdings of gold stocks, gold-indexed securities and gold
bullion. For example, when a decline in the price of gold is anticipated, the
Precious Metals Fund might seek to preserve its capital by selling gold futures
contracts, buying put options on gold futures or writing a covered call option
on gold futures.

        If the Precious Metals Fund were to assume a short position in gold
futures contracts (that is, if it sold gold futures contracts) and the price of
gold decreased, the value of its short position in gold futures contracts would
increase at approximately the same rate, thereby preventing its net asset value
from declining as much as it otherwise would have on account of the decrease in
the price of gold and corresponding decline in the market value of the
gold-related assets in which the Fund invests.

        If the Precious Metals Fund believed that gold bullion was undervalued
relative to the price of gold stocks or sought a more rapid exposure to
anticipated increases in the price of gold stocks, gold- 


                                       18
<PAGE>

indexed securities or gold bullion than is practical by buying such assets, the
Precious Metals Fund might assume a long position in gold futures contracts
(that is, buy gold futures contracts, purchase call options on gold futures or
write a covered put option on gold futures).

Limitations on the Use of Options and Futures Portfolio Strategies

        No Fund will "over-hedge," that is, no Fund will maintain open short
positions in futures contracts if, in the aggregate, the value of its open
positions (marked to market) exceeds the current market value of its securities
portfolio plus or minus the unrealized gain or loss on such open positions,
adjusted for the historical volatility relationship between the portfolio and
futures contracts.

        In accordance with Commodity Futures Trading Commission Rule 4.5, no
Fund will take positions (other than in bona fide hedging transactions) in
futures or commodity option contracts if the aggregate initial margin and
premium required to establish such positions exceed 5% of the Fund's liquidation
value (after taking into account unrealized profits and losses on any such
contracts). Furthermore, as required by Section 18 of the 1940 Act, no Fund will
take a position in options, futures or other derivative transactions that
obligate the Fund to make future payments unless the position is "covered," or
the Fund segregates cash, U.S. Government securities or other liquid high-grade
debt obligations with a value equal to the Fund's obligation (marked to market
daily).

        A Fund's ability to engage in the options and futures strategies
described above will depend on the availability of liquid markets in such
instruments. Markets in certain options and futures are relatively new and still
developing. It is impossible to predict the amount of trading interest that may
exist in various types of options or futures. Therefore no assurance can be
given that a Fund will be able to utilize these instruments effectively for the
purposes set forth above. Furthermore, a Fund's ability to engage in options and
futures transactions may be limited by tax considerations and CFTC rules.

Risk Factors in Options and Futures Transactions

        Options Transactions. The option writer has no control over when the
underlying securities must be sold, in the case of a call option, or purchased,
in the case of a put option, since the writer may be assigned an exercise notice
at any time prior to the termination of the obligation. If an option expires
unexercised, the writer realizes a gain in the amount of the premium. Such a
gain, of course, may, in the case of a covered call option, be offset by a
decline in the market value of the underlying security during the option period.
If a call option is exercised, the writer realizes a gain or loss from the sale
of the underlying security. If a put option is exercised, the writer must
fulfill the obligation to purchase the underlying security at the exercise
price, which will usually exceed the then market value of the security.

        An exchange-traded option may be closed out only on a national
securities exchange (an "Exchange") which generally provides a liquid secondary
market for an option of the same series. An over-the-counter option may be
closed out only with the other party to the option transaction. If a liquid
secondary market for an exchange-traded option does not exist, it might not be
possible to effect a closing transaction with respect to a particular option
with the result that the Fund would have to exercise the option in order to
realize any profit. If the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or until it delivers the underlying security
upon exercise. Reasons for the absence of a liquid secondary market on an
Exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an Exchange on opening
transactions or closing transactions or both; (iii)


3031617.07

                                       19
<PAGE>



trading halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an Exchange; (v)
the facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more
Exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that Exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the Options Clearing
Corporation as a result of trades on that Exchange would continue to be
exercisable in accordance with their terms.

        The Exchanges have established limitations governing the maximum number
of options which may be written by an investor or group of investors acting in
concert. It is possible that the Trust and other clients of the Manager may be
considered to be such a group. These position limits may restrict the Funds'
ability to purchase or sell options on a particular security.

        Futures Transactions. Investment by a Fund in futures contracts involves
risk. Some of that risk may be caused by an imperfect correlation between
movements in the price of the futures contract and the price of the security or
other investment being hedged. The hedge will not be fully effective where there
is such imperfect correlation. For example, if the price of the futures contract
moves more than the price of the hedged security, a Fund would experience either
a loss or gain on the future which is not completely offset by movements in the
price of the hedged securities. To compensate for imperfect correlations, a Fund
may purchase or sell futures contracts in a greater dollar amount than the
hedged securities if the volatility of the hedged securities is historically
greater than the volatility of the futures contracts. Conversely, a Fund may
purchase or sell fewer contracts if the volatility of the price of the hedged
securities is historically less than that of the futures contracts. The risk of
imperfect correlation generally tends to diminish as the maturity date of the
futures contract approaches.

        Futures contracts on U.S. Government securities historically have
reacted to an increase or decrease in interest rates in a manner similar to that
in which the underlying U.S. Government securities reacted. To the extent,
however, that the Tax Exempt Fund enters into such futures contracts, the value
of such futures will not vary in direct proportion to the value of the Fund's
holdings of Tax Exempt Bonds. Thus, the anticipated spread between the price of
the futures contract and the hedged security may be distorted due to differences
in the nature of the markets. The spread also may be distorted by differences in
initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

        Futures contracts may be used to hedge against a possible increase in
the price of securities which the Fund anticipates purchasing, or options
thereon. In such instances, it is possible that the market may instead decline.
If the Fund does not then invest in such securities based on concern regarding
possible further market decline or for other reasons, the Fund may realize a
loss on the futures contract that is not offset by a reduction in the price of
the securities purchased.

        The amount of risk a Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of an
option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.

        The liquidity of a secondary market in a futures contract may be
adversely affected by "daily


3031617.07

                                       20
<PAGE>



price fluctuation limits" established by commodity exchanges which limit the
amount of fluctuation in a futures contract price during a single trading day.
Once the daily limit has been reached in the contract, no trades may be entered
into at a price beyond the limit, thus preventing the liquidation of open
futures positions. Prices have in the past exceeded the daily limit on a number
of consecutive trading days.

        The successful use of transactions in futures and related options also
depends on the ability of the Manager or the Funds' sub-advisers to forecast
correctly the direction and extent of interest rate movements within a given
time frame. To the extent interest rates remain stable during the period in
which a futures contract or related option is held by a Fund or such rates move
in a direction opposite to that anticipated, a Fund may realize a loss on the
hedging transaction which is not fully or partially offset by an increase in the
value of portfolio securities. As a result, a Fund's total return for such
period may be less than if it had not engaged in the hedging transaction.

Swap Agreements

        Certain of the Income Funds may enter into interest rate, index and
currency exchange rate swap agreements for purposes of attempting to obtain a
particular desired return at a lower cost to the Fund than if the Fund 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. The gross returns to be exchanged or "swapped"
between the parties are 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. The "notional amount" of the swap
agreement is only a fictional basis on which to calculate the obligations which
the parties to a swap agreement have agreed to exchange. A Fund's 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
Fund's obligations under a swap agreement will be accrued daily (offset against
any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a
swap counterparty will be covered by the maintenance of a segregated account
consisting of cash, U.S. Government securities, or other liquid high grade debt
obligations to avoid any potential leveraging of the Fund's portfolio. A Fund
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 (together with
all other securities of that issuer) would exceed 5% of the Fund's assets.

        Whether a Fund's use of swap agreements will be successful in furthering
its investment objective will depend on the sub-adviser's ability to correctly
predict 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 Fund 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 sub-adviser will cause a Fund
to enter into swap agreements only with counterparties that would be eligible
for consideration as repurchase agreement counterparties under the Funds'
repurchase agreement guidelines. Certain restrictions imposed on the Funds by
the Internal Revenue Code may limit the Funds' 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 Fund's ability to terminate existing swap
agreements or to realize amounts to be


3031617.07

                                       21
<PAGE>



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 participant's 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.

Note on Shareholder Approval

        Unless otherwise indicated, the investment policies and objectives of
the Funds may be changed without shareholder approval.



                             INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

        Without a vote of the majority of the outstanding voting securities of a
Fund, the Trust will not take any of the following actions with respect to such
Fund:

               (1) Except with respect to the High Income, U.S. Government and
        Short-Intermediate Funds, borrow money in excess of 10% of the value
        (taken at the lower of cost or current value) of a Fund's total assets
        (not including the amount borrowed) at the time the borrowing is made,
        and then only from banks as a temporary measure to facilitate the
        meeting of redemption requests (not for leverage) which might otherwise
        require the untimely disposition of portfolio investments or for
        extraordinary or emergency purposes. Such borrowings will be repaid
        before any additional investments are purchased. The High Income, U.S.
        Government and Short-Intermediate Funds may


3031617.07

                                       22
<PAGE>



        borrow money from banks, other financial institutions, or other lenders,
        and similar investment techniques, so long as after any such
        transaction, the net assets of such Fund exceed all liability and
        indebtedness by 300%; provided, that each of these Funds may also borrow
        an additional 5% of its total assets without regard to the foregoing
        limitation for temporary purposes, such as for the clearance and
        settlement of portfolio transactions and to meet shareholder redemption
        requests.

               (2) Pledge, hypothecate, mortgage or otherwise encumber its
        assets in excess of 10% of the Fund's total assets (taken at cost) and
        then only to secure borrowings permitted by Restriction 1 above. (The
        deposit of securities or cash or cash equivalents in escrow in
        connection with the writing of covered call or put options,
        respectively, is not deemed to be pledges or other encumbrances.) (For
        the purpose of this restriction, collateral arrangements with respect to
        the writing of options, futures contracts, options on futures contracts,
        and collateral arrangements with respect to initial and variation margin
        are not deemed to be a pledge of assets and neither such arrangements
        nor the purchase or sale of futures or related options are deemed to be
        the issuance of a senior security.)

               (3) Underwrite securities issued by other persons except to the
        extent that, in connection with the disposition of its portfolio
        investments, it may be deemed to be an underwriter under federal
        securities laws.

               (4) Purchase or sell real estate, although it may purchase
        securities of issuers which deal in real estate, including securities of
        real estate investment trusts, and may purchase securities which are
        secured by interests in real estate, except that the Precious Metals
        Fund may purchase or sell agricultural land.

               (5) Except with respect to the Global Income Fund, acquire more
        than 10% of the voting securities of any issuer, both with respect to
        any Fund and to the Trust (with the exception of the Global Income Fund)
        in the aggregate.

               (6) Concentrate more than 25% of the value of its total assets in
        any one industry, or, in the case of the Tax Exempt Fund, in industrial
        development revenue bonds based, directly or indirectly, on the credit
        of private entities in any one industry; except that the Money Market
        Fund may invest up to 100% of its assets in certificates of deposit and
        bankers' acceptances issued by domestic banks, the Precious Metals Fund
        will concentrate more than 25% of its total assets in securities of
        companies principally engaged in the extraction, processing,
        distribution or marketing of precious metals and the Innovation Fund
        will concentrate more than 25% of its assets in companies which use
        innovative technology to gain a strategic, competitive advantage in
        their industry as well as companies that provide and service those
        technologies. With respect to investments of the Tax Exempt Fund in
        utilities, gas, electric, water and telephone companies will be
        considered as being in separate industries. The SEC takes the position
        that invests in government securities of a single foreign country
        (including agencies and instrumentalities of such government, to the
        extent such obligations are backed by the assets and revenues of such
        government) represent investments in a separate industry for these
        purposes.




3031617.07

                                       23
<PAGE>



Non-Fundamental Investment Restrictions

        It is contrary to the Trust's present policy with respect to any Fund
created under the Trust, which may be changed by the Trustees without
shareholder approval, to:

               (1) Invest in (a) securities which at the time of such investment
        are not readily marketable, (b) securities the disposition of which is
        restricted under federal securities laws, (c) repurchase agreements
        maturing in more than seven days (d) OTC options (to the extent
        described above), and (e) IO/PO Strips (as defined in the Prospectus)
        if, as a result, more than 15% of a Fund's net assets (taken at current
        value) would then be invested in securities described in (a), (b), (c),
        (d) and (e) above. For the purpose of this restriction securities
        subject to a 7-day put option or convertible into readily saleable
        securities or commodities are not included with subsections (a) or (b).

               (2) With respect to the Tax Exempt Fund, invest less than 80% of
        the Fund's net assets in Tax Exempt Bonds rated Baa or higher by Moody's
        or BBB or higher by Standard & Poor's or which are unrated and
        determined by the Fund's sub-adviser to be of comparable quality.

               (3) Purchase securities on margin, except such short-term credits
        as may be necessary for the clearance of purchases and sales of
        securities. (For this purpose, the deposit or payment by a Fund of
        initial or variation margin in connection with futures contracts or
        related options transactions is not considered the purchase of a
        security on margin.)

               (4) Make short sales of securities or maintain a short position
        for the account of a Fund unless at all times when a short position is
        open such Fund owns an equal amount of such securities or owns
        securities which, without payment of any further consideration, are
        convertible into or exchangeable for securities of the same issue as,
        and equal in amount to, the securities sold short, except that the
        Short-Intermediate Fund may make short sales of securities or maintain a
        short position for the account of the Fund, provided that it maintains
        in a segregated account cash, U.S. Government securities or other liquid
        high grade debt obligations at such a level that (1) the segregated
        amount plus the amount of any collateral deposited with a broker in
        connection with the transaction at least equals the current market value
        of the securities sold short and (2) the segregated amount plus the
        amount deposited with the broker at least equals the value of the
        securities at the time they were sold short. In addition, the U.S.
        Government Fund will not make short sales of securities or maintain a
        short position unless not more than 10% of the Fund's net assets (taken
        at market value) is held as collateral for such sales at any one time.
        (It is the present intention of management for the U.S. Government Fund
        to make such sales only for the purpose of deferring realization of gain
        or loss for federal income tax purposes; such sales would not be made of
        securities subject to outstanding options.)

               (5) Purchase or sell commodities or commodity contracts except
        that the Funds may purchase and sell financial futures contracts and
        related options and the Precious Metals Fund may purchase and sell
        precious metals and other commodities and futures thereon.


3031617.07

                                       24
<PAGE>



               (6) Make loans, except by purchase of debt obligations or by
        entering into repurchase agreements (in the case of the Tax Exempt Fund,
        with respect to not more than 20% of its total assets) or through the
        lending of the Fund's portfolio securities with respect to not more than
        25% of its total assets (33 1/3% in the case of the U.S.
        Government and Target Funds).

               (7) Invest in securities of any issuer if, to the knowledge of
        the Trust, any officers and Trustees of the Trust and officers and
        directors of the Manager who individually own beneficially more than 1/2
        of 1% of the securities of that issuer, own beneficially in the
        aggregate more than 5%.

               (8) With the exception of the Global Income Fund, invest in
        securities of any issuer if, immediately after such investment, more
        than 5% of the total assets of the Fund (taken at current value) would
        be invested in the securities of such issuer, except that up to 15% of
        the Money Market Fund's total assets taken at current value may be
        invested (without regard to such 5% limitation) in the obligations of
        any one bank and up to 25% of the International Fund's and Target Fund's
        total assets taken at current value may be invested (without regard to
        such 5% limitation) in the securities of an issuer; and provided that
        this limitation does not apply to bank certificates of deposit or to
        obligations issued or guaranteed as to interest and principal by the
        U.S. government or its agencies or instrumentalities. For the purpose of
        this restriction, each state and each separate political subdivision,
        agency, authority or instrumentality of such state, each multi-state
        agency or authority, and each guarantor, if any, are treated as separate
        issuers of Tax Exempt Bonds.

               (9) Invest in securities of other investment companies, except by
        purchase in the open market involving only customary brokers'
        commissions except for the International Fund, which may invest up to
        10% of their assets in securities of other investment companies without
        regard to this restriction. For purposes of this restriction, foreign
        banks and foreign insurance companies or their respective agents or
        subsidiaries are not considered investment companies. (Under the 1940
        Act no registered investment company may (a) invest more than 10% of its
        total assets (taken at current value) in securities of other investment
        companies, (b) own securities of any one investment company having a
        value in excess of 5% of its total assets (taken at current value), or
        (c) own more than 3% of the outstanding voting stock of any one
        investment company.)

               (10) Purchase securities the disposition of which is restricted
        under the federal securities laws (excluding for purposes of this
        restriction securities offered and sold pursuant to Rule 144A of the
        Securities Act of 1933 and Section 4(2) commercial paper) if, as a
        result, such investments would exceed 10% of the value of the net assets
        of the relevant Fund; provided, however, that so long as a similar
        restriction applies under the Ohio Administrative Code, no Fund will
        invest more than 15% of its total assets in the securities of issuers
        which together with any predecessors have a record of less than three
        years continuous operation or securities of issuers which are restricted
        as to disposition (including Rule 144A securities and Section 4(2)
        commercial paper).

               (11) With respect to the U.S. Government Fund, invest in any
        securities other than U.S. Government securities, repurchase agreements
        related thereto and put and call options thereon and futures contracts
        with respect to U.S. Government securities and options thereon.

               (12) Invest in warrants or rights excluding options (other than
        warrants or rights acquired by the Fund as a part of a unit or attached
        to securities at the time of purchase) if as a result such investments
        (valued at the lower of cost or market) would exceed 5%


3031617.07

                                       25
<PAGE>



        of the value of a Fund's net assets; provided that not more than 2% of
        the Fund's net assets may be invested in warrants not listed on the New
        York or American Stock Exchanges.

               (13) Invest in securities of an issuer, which, together with any
        predecessors or controlling persons, has been in operation for less than
        three consecutive years and in equity securities for which market
        quotations are not readily available (excluding restricted securities)
        if, as a result, the aggregate of such investments would exceed 5% of
        the value of a Fund's net assets; provided, however, that this
        restriction shall not apply to any obligation of the U.S. Government or
        its instrumentalities or agencies. (Debt securities having equity
        features are not considered "equity securities" for purposes of this
        restriction.)

               (14) Write (sell) or purchase options except that (i) each Fund
        other than the Tax Exempt Fund and the Money Market Fund may (a) write
        covered call options or covered put options on securities that it is
        eligible to purchase (and, with respect to the Equity Income, Value,
        Growth, Discovery, Opportunity, Target, Innovation, International,
        Global Income and Precious Metals Funds, on stock indices) and enter
        into closing purchase transactions with respect to such options, and (b)
        in combination therewith, or separately, purchase put and call options
        on securities it is eligible to purchase, and (ii) the Tax Exempt Fund
        may purchase put options with respect to all or any part of its
        portfolio securities and call options with respect to securities that it
        is eligible to purchase; provided that the premiums paid by each Fund on
        all outstanding options it has purchased do not exceed 5% of its total
        assets. Each Fund may enter into closing sale transactions with respect
        to options it has purchased.

               (15) Buy or sell oil, gas or other mineral leases, rights or
        royalty contracts, except that the Precious Metals Fund may purchase and
        sell interests in oil, gas and other natural resources (other than oil,
        gas or other mineral leases).

               (16) Make investments for the purpose of gaining control of a
        company's management.

               (17) Invest in certificates of deposit of any bank if,
        immediately after such investment, more than 5% of the total assets of
        the Fund (taken at current value) would be invested in the securities
        (including certificates of deposit) of that bank, except that (i) the
        Money Market Fund may, to the extent permitted by Rule 2a-7 under the
        1940 Act, invest more than 5% of its total assets in the securities
        (including certificates of deposit) of any bank, (ii) each other
        diversified Fund may invest up to 25% of its total assets without regard
        to this restriction and (iii) each non-diversifed Fund shall not be
        subject to this restriction.

               (18) With respect to the Money Market Fund only, invest in
        obligations of any bank if, immediately after such investment, more than
        5% of the total assets of the Money Market Fund (taken at current value)
        would be invested in the securities (including certificates of deposit)
        of such bank, except as otherwise permitted by Rule 2a-7 under the 1940
        Act.

               (19) Purchase or sell real estate, including investments in
        limited partnerships


3031617.07

                                       26
<PAGE>



        that invest directly in real estate; provided, however, that the Trust
        may invest in readily marketable interests in real estate investment
        trusts or readily marketable securities of companies that invest in real
        estate.

               (20) Make any additional investment if, immediately after such
        investment, the Fund's outstanding borrowings of money would exceed 5%
        of the current value of the Fund's total assets.

               (21) With respect to the Target Fund, invest in commodities or
        commodity futures contracts.

               (22) Engage in short-term trading as a matter of policy;
        provided, however, that in pursuing a Fund's investment objective, the
        Fund's sub-adviser will continue to monitor all securities positions of
        the Fund and will seek to dispose of any position that it believes is no
        longer consistent with achieving optimum performance.

        Although Restriction (8) permits the Money Market Fund to invest up to
15% of its total assets in the obligations of any one bank, federal regulations
applicable to the Fund currently prohibit the Fund (with limited exceptions)
from making any investment that would result in more than 5% of the Fund's
assets being invested in obligations of a single issuer.

        All percentage limitations on investments set forth herein and in the
Prospectus will apply at the time of the making of an investment and shall not
be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment.

        The phrase "shareholder approval," as used in the Prospectus, and the
phrase a "vote of a majority of the outstanding voting securities," as used
herein, means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or the Trust, as the case may be, or (2) 67% or
more of the shares of the Fund or the Trust, as the case may be, present at a
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy.

                        CONTINGENT DEFERRED SALES CHARGE
                            AND INITIAL SALES CHARGE

        As described in the Prospectus under the caption "How to Redeem," a
contingent deferred sales charge is imposed upon certain redemptions of the
Class A, Class B and Class C shares. Because contingent deferred sales charges
are calculated on a Fund-by-Fund basis, shareholders should consider whether to
exchange shares of one Fund for shares of another Fund prior to redeeming an
investment if such an exchange would reduce the contingent deferred sales charge
applicable to such redemptions.

        In certain cases described in the Prospectus, the contingent deferred
sales charge is waived on redemptions of Class A, Class B or Class C shares for
certain classes of individuals or entities on account of (i) the fact that the
Trust's sales-related expenses are lower for certain of such classes than for
classes for which the contingent deferred sales charge is not waived, (ii)
waiver of the contingent deferred sales charge with respect to certain of such
classes is consistent with certain Internal Revenue Code policies concerning the
favored tax treatment of accumulations, and (iii) with respect to certain of
such classes, considerations of fairness, and competitive and administrative
factors.



3031617.07

                                       27
<PAGE>



        For the fiscal years ended September 30, 1993, 1994 and 1995, PIMCO
Advisors Distribution Company, the Trust's principal underwriter (the
"Distributor"), received $2,048,185, $1,723,241, and $1,007,285 respectively, in
contingent deferred sales charges on Class C shares. The contingent deferred
sales charge applicable to Class B shares (which were not yet offered) and
certain Class A shares as described in the Prospectus was not in effect through
September 30, 1994. For the fiscal year ended September 30, 1995, the
Distributor received $0 in contingent deferred sales charges on Class A shares
and $13,125 in contingent deferred sales charges on Class B shares.

        As described in the Prospectus under the caption "Alternative Purchase
Arrangements -- Initial Sales Charge Alternative - Class A Shares," Class A
shares of the Trust (except with respect to the Money Market Fund) are sold
pursuant to an initial sales charge, which declines as the amount of purchase
reaches certain defined levels. For the fiscal years ended September 30, 1993,
1994 and 1995, the Distributor received $1,004,469, $3,920,611, and $3,708,105
respectively, and retained $242,174, $371,079, and $366,062, respectively, in
initial sales charges.

                DISTRIBUTOR AND DISTRIBUTION AND SERVICING PLANS

        As stated in the text of the Prospectus under the caption "Distributor
and Distribution and Servicing Plans," shares of the Trust are continuously
offered through firms ("participating brokers") which are members of the
National Association of Securities Dealers, Inc. and which have dealer
agreements with the Distributor, or which have agreed to act as introducing
brokers for the Distributor ("introducing brokers"). Under the Distributor's
Contract between the Trust and the Distributor (the "Distribution Agreement"),
the Distributor is not obligated to sell any specific amount of shares of the
Trust and will purchase shares for resale only against orders for shares.

        Pursuant to the Distribution and Servicing Plans described in the
Prospectus, in connection with the distribution of Class B and Class C shares of
the Trust, the Distributor receives certain distribution fees from the Trust,
and in connection with personal services rendered to Class A, Class B and Class
C shareholders of the Trust and the maintenance of shareholder accounts, the
Distributor receives certain servicing fees from the Trust. Subject to the
percentage limitations on these distribution and servicing fees set forth in the
Prospectus, the distribution and servicing fees may be paid in respect of
services rendered and expenses borne in the past with respect to each such class
as to which no distribution and servicing fees were paid on account of such
limitations. As described in the Prospectus, the Distributor pays all or a
portion of the distribution fees it receives from the Trust to participating and
introducing brokers, and the servicing fees it receives from the Trust to
participating and introducing brokers, certain banks and other financial
intermediaries.

        Each Distribution and Servicing Plan may be terminated with respect to
the class of shares of any Fund to which the Plan relates by 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 operation
of the Plan or the Distribution Agreement (the "Independent Trustees"), or by
vote of a majority of the outstanding voting securities of that class. Any
change in any Plan that would materially increase the cost to the class of
shares of any Fund to which the Plan relates requires approval by the affected
class of shareholders of that Fund. The Trustees review quarterly a written
report of such costs and the purposes for which such costs have been incurred.
Each Plan may be amended by vote of the Trustees, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose. For so
long as the Plans are in effect, selection and nomination of those Trustees who
are not interested persons of the Trust shall be committed to the discretion of
such disinterested persons.


3031617.07

                                       28
<PAGE>



        The Distribution Agreement may be terminated with respect to any Fund or
class of shares thereof at any time on 60 days written notice without payment of
any penalty either by the Distributor or by such Fund by vote of a majority of
the outstanding voting securities of that Fund or that class, as the case may
be, or by vote of a majority of the Independent Trustees.

        The Distribution Agreement and the Distribution and Servicing Plans will
continue in effect with respect to each Fund and each class of shares thereof
for successive one-year periods, provided that each such continuance is
specifically approved (i) by the vote of a majority of the Independent Trustees
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 Agreement or the Distribution and Servicing Plans
are terminated (or not renewed) with respect to one or more Funds, they may
continue in effect with respect to any class of any Fund as to which they have
not been terminated (or have been renewed).

        For the fiscal years ended September 30, 1993, 1994 and 1995, the Trust
paid the Distributor $25,971,451, $33,696,037, and $34,667,013, respectively,
pursuant to the Distribution and Servicing Plan applicable to the Class C shares
(the "Class C Plan") allocated among the Funds as follows:

<TABLE>
<CAPTION>
                                 Year Ended             Year Ended            Year Ended
                               Sept. 30, 1993         Sept. 30, 1994        Sept. 30, 1995
                               --------------         --------------        --------------
<S>                            <C>                   <C>                  <C>          
Equity Income                  $    628,911          $   1,475,042        $   1,514,948
Value                                   N/A                    N/A               58,934
Growth                            9,799,698             10,702,536           11,214,779
Target                            1,073,001              4,419,960            6,784,334
Discovery                               N/A                    N/A              176,802
Opportunity                       4,129,361              5,720,431            6,215,795
Innovation                              N/A                    N/A              554,672
International                       566,091              2,493,832            1,872,019
Precious Metals                     129,784                455,351              367,470
Global Income                           N/A                    N/A                  N/A
High Income                       2,464,991              2,175,184            1,369,347
Total Return Income                     N/A                    N/A              395,204
Tax Exempt                          640,396                786,687              471,471
U.S. Government Fund              5,430,975              4,516,318            2,496,025
Short-Intermediate                1,009,787                813,722              572,006
Money Market                         98,456                136,974              603,206
                                     ------                -------              -------

  Total                         $25,971,451            $33,696,037          $34,667,013
                                ===========            ===========          ===========
</TABLE>






3031617.07

                                       29
<PAGE>



        During the fiscal year ended September 30, 1995, the amounts collected
pursuant to the Class C Plan and the contingent deferred sales charge imposed on
Class C shares were used as follows: sales commissions and other compensation to
sales personnel, $25,044,000; preparing, printing and distributing sales
material and advertising (including preparing, printing and distributing
prospectuses to non-shareholders), and other expenses (including data
processing, legal and operations), $9,781,000. The total, if allocated among the
Funds based on the net assets attributable to their Class C shares at September
30, 1995, would have been as follows:

                                                 Sales Material
                                                 and Other
                             Compensation        Expenses               Total
                             ------------        --------               -----

Equity Income                 $1,094,000          $427,000            $1,522,000
Value                             43,000            17,000                59,000
Growth                         8,102,000         3,164,000            11,266,000
Target                         4,901,000         1,914,000             6,815,000
Discovery                        128,000            50,000               178,000
Opportunity                    4,490,000         1,754,000             6,244,000
Innovation                       401,000           166,000               557,000
International                  1,352,000           528,000             1,881,000
Precious Metals                  265,000           104,000               369,000
Global Income                        N/A               N/A                   N/A
High Income                      989,000           386,000             1,376,000
Total Return Income              286,000           112,000               397,000
Tax Exempt                       341,000           133,000               474,000
U.S. Government                1,803,000           704,000             2,507,000
Short-Intermediate               413,000           161,000               575,000
Money Market                     436,000           170,000               606,000
                                 -------           -------               -------
  Total                      $25,044,000        $9,781,000           $34,825,000
                             ===========        ==========           ===========


        During the fiscal year ended September 30, 1995, unreimbursed expenses
of the Trust's principal underwriters under the Class C Plan were reduced from
$5,041,000 to $4,191,000.



3031617.07

                                       30
<PAGE>




        For the fiscal years ended September 30, 1993, 1994 and 1995, the Trust
paid the Distributor $537,682, $868,789 and $1,064,958, respectively, pursuant
to the Distribution and Servicing Plan applicable to the Class A shares (the
"Class A Plan"):

<TABLE>
<CAPTION>
                                 Year Ended             Year Ended             Year Ended
                               Sept. 30, 1993         Sept. 30, 1994        Sept. 30, 1995
                               --------------         --------------        --------------
<S>                              <C>                   <C>                     <C>     
Equity Income                    $     9,463           $   28,435              $ 25,559
Value                                    N/A                  N/A                 4,899
Growth                               216,014              247,275               266,452
Target                                47,625              175,437               240,893
Discovery                                N/A                  N/A                15,122
Opportunity                          161,347              247,239               238,764
Innovation                               N/A                  N/A                55,804
International                          8,785               51,731                35,463
Precious Metals                        5,914               19,794                15,122
Global Income                            N/A                  N/A                   N/A
High Income                           12,846               12,638                15,442
Total Return Income                      N/A                  N/A                74,547
Tax Exempt                             6,213                7,170                 5,325
U.S. Government                       42,449               47,012                32,162
Short-Intermediate                    22,236               16,560                12,567
Money Market                           4,700               15,498                26,837
                                       -----               ------                ------
  Total                             $537,682             $868,789            $1,064,958
                                    ========             ========            ==========
</TABLE>



        During the fiscal year ended September 30, 1995, the amounts collected
pursuant to the Class A Plan were used as follows: commissions and other
compensation to dealers, $1,281,000; preparing, printing and distributing
materials to shareholders, and other expenses (including data processing, legal
and operations), $2,436,000. The total, if allocated among the Funds based on
the net assets attributable to their Class A shares at September 30, 1995, would
have been as follows:

<TABLE>
<CAPTION>
                                                      Distribution
                                                      of Materials
                                                       and Other
                                 Compensation           Expenses                  Total
                                 ------------           --------                  -----
<S>                               <C>                    <C>                    <C>    
Equity Income                     $31,000                $58,000                $89,000
Value                               6,000                 11,000                 17,000
Growth                            321,000                609,000                930,000
Target                            290,000                551,000                841,000
Discovery                          18,000                 35,000                 53,000
Opportunity                       287,000                546,000                833,000
Innovation                         67,000                128,000                195,000
International                      43,000                 81,000                124,000
Precious Metals                    18,000                 35,000                 53,000
Global Income                         N/A                    N/A                    N/A


3031617.07

                                       31
<PAGE>



High Income                        19,000                 35,000                 54,000
Total Return Income                90,000                171,000                260,000
Tax Exempt                          6,000                 12,000                 19,000
U.S. Government                    39,000                 74,000                112,000
Short-Intermediate                 15,000                 29,000                 44,000
Money Market                       32,000                 61,000                 94,000
                                   ------                 ------                 ------
  Total                        $1,281,000             $2,436,000             $3,717,000
                               ==========             ==========             ==========
</TABLE>



        The Distribution and Servicing Plan applicable to the Class B shares
(the "Class B Plan") was not in effect during the fiscal years ended September
30, 1993, and 1994.

        For the fiscal year ended September 30, 1995, the Trust paid the
Distributor $87,552 pursuant to the Distribution and Servicing Plan applicable
to the Class B shares (the "Class B Plan") allocated among the Funds as follows:

                                      Year Ended
                                    Sept. 30, 1995
                                    --------------
Equity Income                     $      2,784
Value                                    6,286
Growth                                  12,135
Target                                  11,951
Discovery                               17,143
Opportunity                                N/A
Innovation                              10,296
International                              797
Precious Metals                            394
Global Income                              N/A
High Income                              7,206
Total Return Income                     13,930
Tax Exempt                                 455
U.S. Government Fund                     2,644
Short-Intermediate                       1,488
Money Market                                44
                                  ------------
  Total                           $     87,552
                                  ============

        During the fiscal year ended September 30, 1995, the amounts collected
pursuant to the Class B Plan and the contingent deferred sales charge imposed on
Class B shares were used as follows: sales commissions and other compensation to
sales personnel, $2,081,000; preparing, printing and distributing sales material
and advertising (including preparing, printing and distributing prospectuses to
non-shareholders), and other expenses (including data processing, legal and
operations), $318,000. The total, if allocated among the Funds based on the net
assets attributable to their Class B shares at September 30, 1995, would have
been as follows:



3031617.07

                                       32
<PAGE>



                                                 Sales Material
                                                 and Other
                             Compensation        Expenses               Total
                             ------------        --------               -----
Equity Income                    $66,000           $10,000               $76,000
Value                            149,000            23,000               172,000
Growth                           288,000            44,000               333,000
Target                           284,000            43,000               327,000
Discovery                        407,000            62,000               470,000
Opportunity                          N/A               N/A                   N/A
Innovation                       245,000            37,000               282,000
International                     19,000             3,000                22,000
Precious Metals                    9,000             1,000                11,000
Global Income                        N/A               N/A                   N/A
High Income                      171,000            26,000               197,000
Total Return Income              331,000            51,000               382,000
Tax Exempt                        11,000             2,000                12,000
U.S. Government                   63,000            10,000                72,000
Short-Intermediate                35,000             5,000                41,000
Money Market                       1,000                 0                 1,000
                                   -----          --------                 -----
  Total                       $2,081,000          $318,000            $2,399,000
                              ==========          ========            ==========



        The Trustees believe that the Distribution and Servicing Plans have
provided and will provide benefits to the Trust. The Trustees believe that the
Class A, Class B and Class C Plans have resulted in greater sales and/or fewer
redemptions of Trust shares, although it is impossible to know for certain the
level of sales and redemptions of Trust shares that would have occurred in the
absence of the Plans or under alternative distribution schemes. The Trustees
believe that the effect on sales and/or redemptions benefit the Trust by
reducing Fund expense ratios and/or by affording greater flexibility to Fund
managers.

                               EXCHANGE PRIVILEGE

        As described in the Prospectus under the caption "Exchange Privilege," a
shareholder may exchange Class A, Class B and Class C shares of any Fund for
shares of any other Fund within the same class on the basis of their respective
net asset values. The original purchase date(s) of shares exchanged for purposes
of calculating any contingent deferred sales charge will carry over to the
investment in the new Fund. For example, if a shareholder invests in the Class C
shares of one Fund and 6 months later (when the contingent deferred sales charge
upon redemption would be 1%) exchanges his shares for Class C shares of another
Fund, no sales charge would be imposed upon the exchange but the investment in
the other Fund would be subject to the 1% contingent deferred sales charge until
one year after the date of the shareholder's investment in the first Fund as
described in the Prospectus under "Alternative Purchase Arrangements." With
respect to Class B or Class C shares, or Class A shares subject to a contingent
deferred sales charge only, if less than all of an investment is exchanged out
of a Fund, any portion of the investment attributable to capital appreciation
and/or reinvested dividends or capital gains distributions will be exchanged
first, and thereafter any portions exchanged will be from the earliest
investment made in the Fund from which the exchange was made.



3031617.07

                                       33
<PAGE>



        Orders for exchanges accepted by the Distributor prior to the close of
regular trading on the New York Stock 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. Orders for exchanges received after the close of
regular trading on the Exchange on any business day will be executed at the
respective net asset values determined at the close of the next business day.

        An excessive number of exchanges may be disadvantageous to the Trust.
Therefore, the Trust, in addition to its right to reject any exchange, reserves
the right to adopt a policy of terminating the exchange privilege of any
shareholder who makes more than a specified number of exchanges in a 12-month
period or in any calendar quarter; provided, that if such limitation on
exchanges is adopted, exchanges into the Money Market Fund from any other Fund
would not be counted.

        The Trust reserves the right to modify or discontinue the exchange
privilege at any time.

                                  HOW TO REDEEM

        The procedures for redemption of Trust shares are summarized in the text
of the Prospectus following the caption "How to Redeem."

        The Trust may suspend the right of redemption and may postpone payment
only when the New York Stock Exchange is closed for other than customary
weekends and holidays, or if permitted by the rules of the Securities and
Exchange Commission during periods when trading on the Exchange is restricted or
during any emergency which makes it impracticable for the Trust to dispose of
its securities or to determine fairly the value of its net assets, or during any
other period permitted by order of the Securities and Exchange Commission.

        The Trust is committed to paying in cash all requests for redemptions by
any shareholder of record of the Funds, limited in amount with respect to each
shareholder during any 90-day period to the lesser of (i) $250,000, or (ii) 1%
of the net asset value of the Trust at the beginning of such period. Although
the Trust will normally redeem all shares for cash, it may, in unusual
circumstances, redeem amounts in excess of the lesser of (i) or (ii) above by
payment in kind of securities held in the Funds' portfolios.

        The Trust reserves the right to redeem shares and mail the proceeds to
the shareholder if at any time the net asset value of the shares in the
shareholder's account in any Fund falls below a specified level, currently set
at $250. Shareholders will be notified and will have 30 days to bring the
account up to the required level before any redemption action will be taken by
the Trust. The Trust also reserves the right to redeem shares in a shareholder's
account in excess of an amount set from time to time by the Trustees. No such
limit is presently in effect, but such a limit could be established at any time
and could be applicable to existing as well as future shareholders.


                        HOW NET ASSET VALUE IS DETERMINED

        As described in the text of the Prospectus following the caption "How
Net Asset Value is Determined," the net asset values of each class of shares of
each Fund of the Trust will be determined once on each day on which the New York
Stock Exchange is open, as of the close of regular trading on the Exchange. The
Trust expects that the days, other than weekend days, that the Exchange will not
be open are New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Funds'
portfolio securities for which market quotations are


3031617.07

                                       34
<PAGE>



readily available are valued at market value, which is determined by using the
last reported sale price, or, if no sales are reported -- and in the case of
certain securities traded over-the-counter -- the mean between the last reported
bid and asked prices. Many debt/fixed-income securities, including U.S.
Government securities and Tax Exempt Bonds, are traded in the over-the-counter
market. The Trust believes that as a general matter it is not appropriate to
value such debt/fixed-income securities on the basis of the last available bid
price. Therefore, each Fund's holdings of such debt/fixed-income securities are
valued at fair value by a pricing service. In determining the fair value of each
such debt/fixed-income security, the pricing service relies on one or more of
the following factors: valuations obtained from recognized dealers, information
on transactions for similar securities, general market information, and matrix
comparisons of various characteristics of debt/fixed-income securities, such as
quality, yield and maturity. Options, futures and options on futures which are
traded on exchanges are valued at settlement price as determined by the
appropriate clearing corporation. Over-the-counter options are valued at fair
value, as determined in good faith by the Trustees or by persons acting at their
directions. Obligations having remaining maturities of 60 days or less and
securities held in the Money Market Fund portfolio will be valued at amortized
cost by the Board of Trustees or persons acting pursuant to guidelines
established by the Board of Trustees if the Board of Trustees determine that
amortized cost fairly reflects market-based values. The amortized cost value of
a security is determined by valuing it at cost originally and thereafter
amortizing any discount or premium from its face value at a constant rate until
maturity, regardless of the effect of fluctuating interest rates on the market
value of the instrument. Although the amortized cost method provides certainty
in valuation, it may result at times in determinations of value that are higher
or lower than the price the Fund would receive if the instruments were sold.
Consequently, changes in the market value of portfolio instruments during
periods of rising or falling interest rates will not be reflected either in the
computation of the net asset value of the Fund's portfolio or, in the case of
the Money Market Fund, in the daily computation of net income of each class.

        The valuation of the Money Market Fund's portfolio instruments at
amortized cost is permitted in accordance with Rule 2a-7 under the Act. Under
this Rule, the Fund is required to maintain a dollar-weighted average portfolio
maturity of 90 days or less, to purchase only instruments having remaining
maturities of 397 days or less and to invest only in securities determined under
the supervision of the Trustees to present minimal credit risks and which
satisfy certain other quality and diversification tests under Rule 2a-7. The
Fund is further required to establish procedures designed to stabilize, to the
extent reasonably possible, the price per share of each class of the Fund's
shares as computed for the purpose of distribution, redemption and repurchase at
a single value, which the Trustees have determined will be $1.00 per share. Such
procedures will include review of the Fund's portfolio holdings by the Trustees,
at such intervals as they may deem appropriate, to determine whether the net
asset value of any class of the Fund's shares calculated by using readily
available market quotations deviates from $1.00 per share, and, if so, whether
such deviation may result in material dilution or is otherwise unfair to
existing shareholders. In the event the Trustees determine that such a deviation
exists, or in any event if the deviation exceeds .5%, they shall take such
corrective action as they regard as necessary and appropriate, including the
sale of portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity, withholding dividends,
redemptions of shares in kind, or establishing a net asset value per share for
each class by using readily available market quotations.

        As described in the Prospectus, certain securities and assets of the
Funds are valued at fair value as determined in good faith by the Trustees or by
persons acting at their direction. The fair value of any securities from time to
time held by any Fund of the Trust for which no ready market exists is generally
determined by the Manager and/or relevant sub-adviser in accordance with
procedures approved by the Trustees. Such procedures are reviewed periodically
by the Trustees. The fair value of such securities is generally determined as
the amount which the Trust could reasonably expect to realize from an orderly
disposition of such securities over a reasonable period of time. The valuation
procedures applied in any


3031617.07

                                       35
<PAGE>



specific instance are likely to vary from case to case. However, consideration
is generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Trust in connection with such disposition). In addition, such
specific factors are also generally considered as the cost of the investment,
the size of the holding, the prices of any recent transactions or offers with
respect to such securities and any available analysts' reports regarding the
issuer.

        Market quotations are not considered to be readily available for certain
debt/fixed-income securities; such investments are stated at fair value on the
basis of valuations furnished by a pricing service approved by the Trustees,
which determines valuations for normal, institutional-size trading units of such
securities using methods based on market transactions for comparable securities,
evaluated mean between bid and asked prices and various relationships between
securities which are generally recognized by institutional traders.

        There are certain debt/fixed-income securities in which the Trust may
invest, however, for which prices from pricing services or agents are generally
not available. The daily fair value of some of such securities may be determined
by the Manager and/or the relevant sub-adviser using the following procedure: At
the time of purchase, the duration of the security is determined, and a U.S.
Treasury security of similar duration is selected to serve as a proxy for the
price movements of the purchased security. The price of the purchased security
will be adjusted with any fluctuation in the price of the U.S. Treasury
security, while maintaining the differential in price between the purchased
security and the proxy U.S. Treasury security that existed at the time of
purchase. The Manager and/or sub-adviser will review the duration of the
purchased security at any time it believes there may have been a significant
change in the security's duration and, in any case, no less frequently than
monthly. If the duration of the security changes, a new U.S. Treasury security
(with appropriate duration) will be selected as the proxy. Also, the Manager
and/or the sub-adviser will monitor the validity of this pricing procedure by
(i) comparing the actual sales proceeds for the security when sold to the price
determined by the method described here, and (ii) periodically obtaining actual
market quotes for the security.

        Generally, trading in foreign securities, as well as corporate bonds,
U.S. Government securities and money market instruments is substantially
completed each day at various times prior to the close of the Exchange. The
values of such securities used in determining the net asset value of each class
of a Fund's shares are computed as of such times. Foreign currency exchange
rates are also generally determined prior to the close of the Exchange
(normally, 4:00 p.m. Eastern time). Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange and
such change in value may not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of securities occur
between the time of their pricing and 4:00 p.m. Eastern time, the Funds' Manager
may, at its discretion, determine if the value of the securities should be
restated to reflect a more current fair market value, and in doing so, may
consult with the relevant portfolio manager. If information becomes know to the
Manager or the Funds' custodian after the time the net asset value is calculated
on any business day, such information may be assessed in determining the net
asset value per share after the time of receipt of such information, but will
not be used to retroactively adjust the price of a security which has already
been valued earlier that day or on a prior day.

        Expenses of the Trust directly charged or attributable to any Fund will
be paid from the assets of that Fund. Expenses for shareholder service
arrangements and the distribution of securities of a particular class of shares
will be paid from the assets of that class. Each class may pay a different share
of other expenses, not including advisory or custodial fees or other expenses
related to the management of a Fund's assets, if these expenses are actually
incurred in a different amount by that class, or if the


3031617.07

                                       36
<PAGE>



class receives services of a different kind or to a different degree than the
other classes. General expenses of the Trust will be allocated among and charged
to the assets of each Fund and each class on a basis that the Trustees deem fair
and equitable, which may be based on the relative net assets of each Fund and
each class or the nature of the services performed and relative applicability to
each Fund or class.

                         CALCULATION OF YIELD AND RETURN

Yield of the Money Market Fund

        As summarized in the Prospectus under the heading "Performance
Information," the "Yield" of each class of shares of the Money Market Fund for a
seven-day period (the "base period") will be computed by determining the "net
change in value" of each class (calculated as set forth below) of a hypothetical
account having a balance of one share at the beginning of the period, dividing
the net change in account value by the value of the account at the beginning of
the base period to obtain the base period return, and multiplying the base
period return by 365/7 with the resulting yield figure carried to the nearest
hundredth of one percent. Net changes in value of each class of a hypothetical
account will include the value of additional shares purchased with dividends
from the original share and dividends declared on both the original share and
any such additional shares, but will not include realized gains or losses or
unrealized appreciation or depreciation on portfolio investments. Yield may also
be calculated on a compound basis (the "Effective Yield") which assumes that net
income is reinvested in each class of Fund shares at the same rate as net income
is earned by each class for the base period.

        The Money Market Fund's Yield and Effective Yield of each class of its
shares will vary in response to fluctuations in interest rates and in the
expenses of each class of the Money Market Fund. For comparative purposes the
current and Effective Yields of each class should be compared to current and
effective yields offered by competing financial institutions for that base
period only and calculated by the methods described above. In addition,
investors should recognize that unlike typical money market funds, the Money
Market Fund is specifically intended as a temporary investment for investors who
are considering in which of the other Funds of the Trust to invest or whose
investment objectives have changed so that investment in the Money Market Fund
is suitable. The Money Market Fund's Yield and Effective Yield do not take into
account any applicable contingent deferred sales charges.

Yields of the Equity Income, Global Income, High Income, Total Return
Income, Tax Exempt, U.S. Government and Short-Intermediate Funds

        As summarized in the Prospectus under the heading "Performance
Information," Yields of each class of shares of the Equity Income, Global
Income, High Income, Total Return Income, Tax Exempt, U.S. Government and
Short-Intermediate Funds will be computed by annualizing net investment income
for each class for a recent 30-day period and dividing that amount by the
maximum offering price of each class (reduced by any undeclared earned income of
each class expected to be paid shortly as a dividend) on the last trading day of
that period. Net investment income for each class will reflect amortization of
any market value premium or discount of fixed-income securities (except for
obligations backed by mortgages or other assets) and may include recognition of
a pro rata portion of the stated dividend rate of dividend paying portfolio
securities. The Yields of these Funds will vary from time to time depending upon
market conditions, the composition of the Funds' portfolios and operating
expenses of the Trust allocated to each Fund or each class of shares. These
factors, possible differences in the methods used in calculating yield and (in
the case of the Tax Exempt Fund) the tax exempt status of distributions should
be considered when comparing a Fund's Yield to yields published for other
investment companies and other investment vehicles. Yield should also be
considered relative to


3031617.07

                                       37
<PAGE>



changes in the value of the Funds' various classes of shares and to the relative
risks associated with the investment objectives and policies of the various
Income Funds. These Yields do not take into account any applicable contingent
deferred sales charges.

        The Tax Exempt Fund may also advertise a Tax Equivalent Yield of each
class of its shares, calculated as described above except that, for any given
tax bracket, net investment income of each class will be calculated using as
gross investment income an amount equal to the sum of (i) any taxable income of
each class of the Fund plus (ii) the tax exempt income of each class of the Fund
divided by the difference between 1 and the effective federal income tax rates
for taxpayers in that tax bracket. For example, taxpayers with the marginal
federal income tax rates indicated in the following table, which reflects the
changes in marginal tax rates and income tax brackets in effect for 1996, would
have to earn the Tax Equivalent Yields shown in order to realize an after-tax
return equal to the corresponding tax free yield shown.

<TABLE>
<CAPTION>
               Filing Status                         Marginal     A tax-exempt yield of
Single                      Married filing jointly   tax rate*   3%      4%     5%     6%     7%
                                                                is equivalent to a taxable yield of

               Taxable income
<S>                         <C>                      <C>         <C>     <C>    <C>    <C>    <C>  
$23,350 or less             $39,000 or less            15%       3.53%   4.71%  5.88%  7.06%  8.24%

Over $23,350 but            Over $39,000 but           28%       4.17%   5.56%  6.94%  8.33%  9.72%
   not over $56,550           not over $94,250
Over $56,550 but            Over $94,250 but           31%       4.35%   5.80%  7.25%  8.70%  10.14%
   not over $117,950          not over $143,600
Over $117,950 but           Over $143,600 but          36%       4.69%   6.25%  7.81%  9.38%  10.94%
   not over $256,500          not over $256,500
Over $256,500               Over $256,500            39.6%       4.97%   6.62%  8.28%  9.93%  11.59%
</TABLE>

* These marginal tax rates do not take into account the effect of the phaseout
of itemized deductions and personal exemptions.

        As is shown in the above table, the advantage of tax-free investing
becomes more advantageous to an investor as his or her marginal tax rate
increases.

        The Trust, in its advertisements, may refer to pending legislation from
time to time and the possible impact of such legislation on investors,
investment strategy and related matters. This would include any tax proposals
and their effect on marginal tax rates and tax-equivalent yields.

        At any time in the future, yields and total return may be higher or
lower than past yields and there can be no assurance that any historical results
will continue.

        Investors in the Income Funds are specifically advised that the net
asset values per share of each class will vary just as Yields for each class
will vary. For example, during the twelve months ended December 31, 1995, the
net asset value per share of Class C shares of the U.S. Government Fund was as
high as $9.38 and as low as $8.45. An investor's focus on the Yield of a class
of shares of an Income Fund to the exclusion of the consideration of the share
value of a class of shares of that Fund may result in the investor's
misunderstanding the Total Return he or she may derive from that Fund.

Calculation of Total Return

        As summarized in the Prospectus under the heading "Performance
Information", Total Return with respect to a Fund's Class A, Class B and Class C
shares is a measure of the change in value of an investment in a class of shares
of a Fund over the period covered (in the case of Class A shares, giving effect
to the maximum initial sales charge), which assumes any dividends or capital
gains distributions are reinvested in that class of the Fund's shares
immediately rather than paid to the investor in cash. The formula for Total
Return used herein includes four steps: (1) adding to the total number of shares


3031617.07

                                       38
<PAGE>



purchased by a hypothetical $1,000 investment in the class (deducting in the
case of Class A shares the maximum applicable initial sales charge) all
additional shares which would have been purchased if all dividends and
distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of the hypothetical initial investment of
$1,000 as of the end of the period by multiplying the total number of shares in
the class owned at the end of the period by the net asset value per share of the
class on the last trading day of the period; (3) assuming redemption at the end
of the period (deducting any applicable contingent deferred sales charge); and
(4) dividing this account value for the hypothetical investor by the initial
$1,000 investment and annualizing the result for periods of less than one year.

        The manner in which Total Return and Yield of the Class A, Class B and
Class C shares will be calculated for public use is described above. The
following tables summarize the calculation of Total Return and Yield for the
Class A, Class B and Class C shares of each Fund, where applicable, through
September 30, 1995.






3031617.07

                                       39
<PAGE>



                              PIMCO ADVISORS FUNDS

                      RECENT PERFORMANCE OF CLASS A SHARES
                        (based on maximum offering price)
                            As of September 30, 1995


                           Average Annual Total Return
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                        Inception   Current       Inception    Year        5 Years      10 Years    Lipper
Fund                    Date        SEC           to           Ended       Ended         Ended      Rank -
                                    Yield at      9/30/95*     9/30/95*    9/30/95*     9/30/95*    Year Ended
                                    9/30/95*                                                        9/30/95*
- --------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>           <C>          <C>         <C>          <C>         <C>
Equity Income**         02/01/91    1.84          14.52        9.71        NA           NA          100/119
Value                   6/27/95     2.43          6.11         NA          NA           NA          NA
Growth                  10/26/90    NA            15.46        16.88       NA           NA          357/550
Target                  12/17/92    NA            17.97        19.55       NA           NA          46/92
Discovery               6/27/95     NA            11.75        NA          NA           NA          NA
Opportunity             12/17/90    NA            32.81        31.98       NA           NA          10/153
Innovation              12/22/94    NA            53.60        NA          NA           NA          NA
International**         02/01/91    NA            7.20         (9.00)      NA           NA          201/222
Precious Metals**       02/01/91    NA            10.91        (17.60)     NA           NA          26/38
High Income**           02/06/91    8.08          6.56         9.02        NA           NA          NA
Total Return Income     12/22/94    4.73          7.59         NA          NA           NA          NA
Tax Exempt              03/14/91    4.18          6.13         5.69        NA           NA          40/213
US Government           01/03/91    6.01          6.21         7.24        NA           NA          25/90
Short-Intermediate**    08/16/91    5.54          4.00         6.00        NA           NA          20/136
Money Market            03/05/91    5.34          NA           NA          NA           NA          39/251
</TABLE>


More recently updated performance figures can be obtained from the Distributor.

   *   Assumes payment of current maximum sales charge at time of purchase.

   ** The investment objective and policies of the Equity Income Fund and
International Fund were changed effective February 1, 1992 and September 1,
1992, respectively. The investment objective and policies of the Precious
Metals, High Income and Short-Intermediate Funds were changed effective on
November 15, 1994. Performance information for prior periods does not
necessarily represent results that would have been obtained had the current
investment objective and policies then been in effect.


3031617.07

                                       40
<PAGE>



                              PIMCO ADVISORS FUNDS

                      RECENT PERFORMANCE OF CLASS B SHARES
                            As of September 30, 1995

<TABLE>
<CAPTION>
                                                             Average Annual Total Return
- ----------------------------------------------------------------------------------------
                  Inception   Current SEC  Inception    Year        5 Years     10 Years
Fund              Date        Yield at     to 9/30/95   Ended       Ended        Ended
                              9/30/95                   9/30/95     9/30/95     9/30/95
- ----------------------------------------------------------------------------------------
<S>               <C>         <C>          <C>          <C>         <C>         <C>
Equity Income     5/22/95     1.23         13.25        NA          NA          NA
Value             6/27/95     1.83         7.25         NA          NA          NA
Growth            5/23/95     NA           10.21        NA          NA          NA
Target            5/22/95     NA           15.29        NA          NA          NA
Discovery         6/27/95     NA           8.60         NA          NA          NA
Innovation        5/22/95     NA           24.13        NA          NA          NA
International     5/22/95     NA           3.98         NA          NA          NA
Precious Metals   6/15/95     NA           2.50         NA          NA          NA
High Income       5/22/95     7.71         4.87         NA          NA          NA
Total Return      5/22/95     4.19         3.84         NA          NA          NA
Income
Tax Exempt        5/30/95     3.62         0.79         NA          NA          NA
US Government     6/2/95      5.54         1.57         NA          NA          NA
Short-Intermediate5/22/95     4.96         3.29         NA          NA          NA
Money Market      7/17/95     4.40         NA           NA          NA          NA
</TABLE>


More recently updated performance figures can be obtained from the Distributor.








3031617.07

                                       41
<PAGE>



                              PIMCO ADVISORS FUNDS

                      RECENT PERFORMANCE OF CLASS C SHARES
                            As of September 30, 1995


 <TABLE>
<CAPTION>
                                                                Average Annual Total Return
- -------------------------------------------------------------------------------------------
                                 Current SEC  Inception    Year        5 Years     10 Years
Fund                 Inception   Yield at     to 9/30/95   Ended       Ended        Ended
                     Date        9/30/95                   9/30/95     9/30/95     9/30/95
- -------------------------------------------------------------------------------------------
<S>                  <C>         <C>          <C>          <C>         <C>         <C>
Equity Income*       04/18/88    1.21         9.55         15.15       14.91       NA
Value                6/27/95     1.84         31.13        NA          NA          NA
Growth               02/24/84    NA           16.24        22.79       15.80       16.32
Target               12/17/92    NA           19.47        25.55       NA          NA
Discovery            6/27/95     NA           37.63        NA          NA          NA
Opportunity          02/24/84    NA           20.34        38.63       32.26       21.26
Innovation           12/22/94    NA           63.97        NA          NA          NA
International*       08/25/86    NA           6.86         (4.46)      8.61        NA
Precious Metals*     10/10/88    NA           2.54         (13.46)     4.83        NA
High Income*         02/24/84    7.74         7.81         13.52       6.97        7.19
Total Return Income  12/22/94    4.20         13.79        NA          NA          NA
Tax Exempt           11/01/85    3.64         7.96         10.05       7.02        NA
US Government        09/16/85    5.55         7.36         11.77       7.32        7.36
Short-Intermediate*  08/16/91    5.20         4.22         8.25        NA          NA
Money Market         02/24/84    5.35         NA           NA          NA          NA
Indexes
S&P 500                                                    29.75       17.23       16.04
Russell 2000                                               23.04       21.60       12.73
Index
Lehman                                                     13.57       9.56        9.66
Government
Index
</TABLE>

More recently updated performance figures can be obtained from the Distributor.

* The investment objective and policies of the Equity Income Fund and
International Fund were changed effective February 1, 1992 and September 1,
1992, respectively. The investment objective and policies of the Precious
Metals, High Income and Short-Intermediate Funds were changed effective on
November 15, 1994. Performance information for prior periods does not
necessarily represent results that would have been obtained had the current
investment objective and policies then been in effect.





3031617.07

                                       42
<PAGE>



                             PERFORMANCE COMPARISONS

Yield and Total Return

        Performance information is computed separately for each class of a
Fund's shares. Each Fund may from time to time include the Total Return of each
class of its shares in advertisements or in information furnished to present or
prospective shareholders. Each Income Fund may from time to time include the
Yield and Total Return of each class of its shares in advertisements or
information furnished to present or prospective shareholders. Each Fund may from
time to time include in advertisements the Total Return of each class (and Yield
of each class in the case of the Income Funds) and the ranking of those
performance figures relative to such figures for groups of mutual funds
categorized by Lipper Analytical Services as having the same investment
objectives.

        Information provided to any newspaper or similar listing of the Fund's
net asset values and public offering prices will separately present each class
of shares.

        The Total Return of each class (and Yield of each class in the case of
the Income Funds) may also be used to compare the performance of each class of a
Fund's shares against certain widely acknowledged standards or indices for stock
and bond market performance, against interest rates on certificates of deposit
and bank accounts, against the yield on money market funds, against the cost of
living (inflation) index, and against hypothetical results based on a fixed rate
of return.

        The Standard & Poor's Composite Index of 500 Stocks (the "S&P 500") is a
market value-weighted and unmanaged index showing the changes in the aggregate
market value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 385 industrial, 15 transportation, 45 utilities
and 55 financial services concerns. The S&P 500 represents about 77% of the
market value of all issues traded on the New York Stock Exchange.

        The Standard & Poor's 400 Mid-Cap Index (the "S&P 400 Mid-Cap Index") is
a market value-weighted and unmanaged index showing the changes in the aggregate
market value of 400 stocks of companies whose capitalization range from $100
million to over $5 billion and which represent a wide range of industries. As of
December 31, 1995, approximately 26% of the 400 stocks were stocks listed on the
National Association of Securities Dealers Automated Quotations ("NASDAQ")
system, 72% were stocks listed on the New York Stock Exchange and 2% were stocks
listed on the American Stock Exchange. The Standard & Poor's Midcap 400 Index
P/TR consists of 400 domestic stocks chosen for market size (median market
capitalization of $676 million), liquidity and industry group representation. It
is a market-value weighted index (stock price times shares outstanding), with
each stock affecting the index in proportion to its market value. The index is
comprised of industrials, utilities, financials and transportation, in size
order.



3031617.07

                                       43
<PAGE>



        The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded.

        The Russell 2000 Small Stock Index is an unmanaged index of the 2000
smallest securities in the Russell 3000 Index, representing approximately 7% of
the Russell 3000 Index. The Russell 3000 Index represents approximately 98% of
the U.S. equity market by capitalization. The Russell 1000 Index is composed of
the 1,000 largest companies in the Russell 3000 Index. The Russell 1000 Index
represents the universe of stocks from which most active money managers
typically select. This large cap index is highly correlated with the S&P 500
Index. The Russell 1000 Value Index contains stocks from the Russell 1000 Index
with a less-than-average growth orientation. It represents the universe of
stocks from which value managers typically select.

        The Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage backed securities, flower bonds and foreign targeted issues
are not included in the SL Government Index.

        The Lehman Government/Corporate Bond Index (the "SL Government/Corporate
Index") is a measure of the market value of approximately 5,000 bonds. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher by a nationally recognized rating agency.

        The Merrill Lynch U.S. Treasury Intermediate-term Index is an unmanaged
index of ten U.S. Treasury securities with maturities ranging from 10 to 14.99
years. Over the ten year period from December 31, 1984 to December 31, 1994,
according to the Merrill Lynch U.S. Treasury Intermediate-term Index, 24% of
Total Return was derived from price appreciation and 76% of Total Return was
derived from income. (Information for the calendar year ended 1995 was not
available on the date of this Statement of Additional Information).

        BanXquote Money Market, a service of Masterfund Inc., provides the
average rate of return paid on 3 month certificates of deposit offered by major
banks and the average rate paid by major banks on bank money market funds. The
Donoghue Organization, Inc. a subsidiary of IBC USA Inc., publishes the Money
Fund Report which lists the 7 day average yield paid on money market funds.

        From time to time, the Trust may use, in its advertisements or
information furnished to present or prospective shareholders, data concerning
the performance and ranking of certain countries' stock markets, including
performance and ranking data based on annualized returns over one, three, five
and ten-year periods. The Trust may also use data about the portion of world
equity


3031617.07

                                       44
<PAGE>



capitalization represented by U.S. securities. As of December 31, 1994, the U.S.
equity market capitalization represented approximately 33% of the equity market
capitalization of all the world's markets. This compares with 52% in 1980 and
70% in 1972. (Information for the calendar year ended 1995 was not available on
the date of this Statement of Additional Information).

        From time to time, the Trust may use, in its advertisements and other
information relating to the Equity Income, Value, Growth, Target, Discovery,
Opportunity, Innovation and International Funds, data concerning the performance
of stocks relative to that of fixed income investments and relative to the cost
of living over various periods of time. The table below sets forth the annual
returns for each calendar year from 1970 through 1994 (as well as a cumulative
return and average annual return for that 25 year period) for the Standard &
Poor's 500 Stock Index (the "S&P 500 Index") and Treasury bills (using the
formula set forth after the table) as well as the rates of inflation (based on
the Consumer Price Index) during such periods. (Information for the calendar
year ended 1995 was not available on the date of this Statement of Additional
Information).



3031617.07

                                       45
<PAGE>



                                             S&P 500
                        Consumer Price
Period                  Index                Treasury Bills     Index
- ------                  -----                --------------     -----
1970                       4.0%                     6.5%           5.5%
1971                      14.3                      4.4            3.4
1972                      18.9                      3.8            3.4
1973                     -14.7                      6.9            8.8
1974                     -26.5                      8.0           12.2
1975                      37.2                      5.8            7.0
1976                      23.8                      5.0            4.8
1977                      -7.2                      5.1            6.8
1978                       6.5                      7.2            9.0
1979                      18.4                     10.4           13.3
1980                      32.4                     11.2           12.4
1981                      -4.9                     14.7            8.9
1982                      21.4                     10.5            3.8
1983                      22.5                      8.8            3.8
1984                       6.3                      9.9            3.9
1985                      32.2                      7.7            3.8
1986                      18.5                      6.1            1.1
1987                       5.2                      5.5            4.4
1988                      16.8                      6.3            4.4
1989                      31.5                      8.4            4.6
1990                      -3.2                      7.8            6.1
1991                      30.5                      5.6            3.1
1992                       7.7                      3.5            2.9
1993                      10.1                      2.9            2.7
1994                       1.3                      3.9            2.7
                  
- --------------------------------------------------------------------------------
Cumulative Return
1970-1994               1249.6 %                  444.3%         297.2%
- --------------------------------------------------------------------------------
Average Annual Return
1970-1994                 11.0%                     7.0%           5.7%
- --------------------------------------------------------------------------------












3031617.07

                                       46
<PAGE>



   The average returns for Treasury bills were computed using the following
method. For each month during a period, the Treasury bill having the shortest
remaining maturity (but not less than one month ) was selected. (Only the
remaining maturity was considered; the bill's original maturity was not
considered). The return for the selected Treasury bill was computed based on the
price of the bill as of the last trading day of the previous month and the price
on the last trading day of the current month. The price of the bill (P) at each
time (t) is given by

   Pt =   |1- rd|
          | 360 |
   where,
          r = decimal yield on the bill at time t (the average of bid and ask
              quotes); and 
          d = the number of days to maturity as of time t.

   Advertisements and information relating to the Target Fund may use data
comparing the performance of stocks of medium-sized companies to that of other
companies. The following table sets forth the annual returns for each year from
March 1981 (inception of Mid-Cap Index) through 1995 (as well as a cumulative
return and average annual return for this period) for stocks of medium-sized
companies (based on the Standard & Poor's Mid-Cap Index), stocks of small
companies (based on the Russell 2000 Index) and stocks of larger companies
(based on the S&P 500 Index).

                             Small              Mid-Sized              Large
Period                     Companies            Companies            Companies
- ------                     ---------            ---------            ---------
1981 (2/28 -12/31)            1.8                 10.6                  -2.5
1982                         25.0                 22.7                  21.4
1983                         29.1                 26.1                  22.5
1984                         -7.3                  1.2                   6.3
1985                         31.1                 36.0                  32.2
1986                          5.7                 16.2                  18.5
1987                         -8.8                 -2.0                   5.2
1988                         24.9                 20.9                  16.8
1989                         16.2                 35.6                  31.5
1990                        -19.5                 -5.1                  -3.2
1991                         46.1                 50.1                  30.5
1992                         18.4                 11.9                   7.7
1993                         18.9                 14.0                  10.1
1994                         -1.8                 -3.6                   1.3
1995                         28.4                 30.9                  37.6
- --------------------------------------------------------------------------------
Cumulative Return
2/28/81-12/31/95            483.4%               903.6%                714.30%
- --------------------------------------------------------------------------------
Average Annual Return
2/28/81-12/31/95             12.6%                16.8%                 15.2%
- --------------------------------------------------------------------------------

      From time to time, the Trust may use, in its advertisements and other
information relating to the Precious Metals Fund, data concerning the relevant
performance and volatility of portfolios consisting of all


3031617.07

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<PAGE>



stocks, portfolios consisting of all bonds and portfolios consisting of stocks
and bonds blended with stocks of companies engaged in the extraction,
processing, distribution or marketing of gold and other precious metals. The
following table shows the annual returns for each calendar year from 1970
through 1994 (as well as cumulative return and average annual return for that 25
year period) for an all-stock portfolio (using the S&P 500 Index), an all-bond
portfolio (using the Salomon Brothers Long Term Corporate Bond Index), and for a
hypothetical portfolio with 45% of its assets in stocks comprising the S&P 500
Index, 45% in bonds comprising the Salomon Brothers Long Term Corporate Bond
Index and 10% in stocks comprising the Morgan Stanley Capital International Gold
Mining Index. (Information for the calendar year ended 1995 was not available on
the date of this Statement of Additional Information).

                                                    Stocks 45%
                       All              All         Bonds 45%
Period               Stocks            Bonds      Gold Stocks 10%

1970                     4.0           18.4             12.7
1971                    14.3           11.0             10.4
1972                    19.0            7.3             15.5
1973                   -14.7            1.1              4.2
1974                   -26.5           -3.1            -10.9
1975                    37.5           14.6             20.4
1976                    23.8           18.6             15.0
1977                    -7.2            1.7               .5
1978                     6.5            0.00             3.4
1979                    18.4           -4.2             21.3
1980                    32.4           -2.6             19.3
1981                    -4.9           -0.1             -6.0
1982                    21.4           43.8             33.9
1983                    22.5            4.7             12.0
1984                     6.3           16.4              7.2
1985                    32.2           30.9             26.2
1986                    18.5           19.8             18.5
1987                     5.2           -0.02             6.6
1988                    16.8           10.7              9.1
1989                    31.5           16.2             26.4
1990                    -3.2            6.8             -1.0
1991                    30.5           19.9             21.8
1992                     7.7            9.4              4.9
1993                    10.1           13.2             23.5
1994                     1.3           -5.8             -3.1
- --------------------------------------------------------------------------------
Cumulative Return                                     
1970-1994             1249.6%         830.3%          1294.4%
- --------------------------------------------------------------------------------
Average Annual Return                                    
1970-1994               11.0%           9.3%            11.1%
- --------------------------------------------------------------------------------



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<PAGE>



      The Trust may use, in its advertisements and other information, data
concerning the projected cost of a college education in future years based on
1993/1994 costs of college and an assumed rate of increase for such costs. For
example, the table below sets forth the projected cost of four years of college
at a public college and a private college assuming a steady increase in both
cases of 7% per year. In presenting this information, the Trust is making no
prediction regarding what will be the actual growth rate in the cost of a
college education, which may be greater or less than 7% per year and may vary
significantly from year to year. The Trust makes no representation that an
investment in any of the Funds will grow at or above the rate of growth of the
cost of a college education. (Information based on 1994/1995 costs was not
available on the date of this Statement of Additional Information).


Potential College Cost Table

Start            Public        Private        Start        Public       Private
Year             College       College        Year         College      College
- ----             -------       -------        ----         -------      -------
1996             $33,761       $ 86,035       2004         $58,007      $147,817
1997             $36,124       $ 92,057       2005         $62,067      $158,165
1998             $38,653       $ 98,501       2006         $66,412      $169,237
1999             $41,358       $105,396       2007         $71,061      $181,084
2000             $44,253       $112,774       2008         $76,035      $193,761
2001             $47,351       $120,668       2009         $81,357      $207,325
2002             $50,665       $129,115       2010         $87,051      $221,838
2003             $54,212       $138,146       2011         $93,143      $237,367

Costs assume a steady increase in the annual cost of college of 7% per year from
a 1993-94 base year amount. Actual rates of increase may be more or less than 7%
and may vary.

   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 1970 to 1994 was:

                 *Stocks:       11.0%
                  Bonds:         9.3%
                  T-Bills:       7.0%
                  Inflation:     5.7%

          *Returns of unmanaged indices do not reflect past or future
   performance of any of the Funds of PIMCO Advisors Funds. Stocks is
   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 1994 Yearbook, Ibbotson Associates,
   Chicago. All rights reserved. (Information through the calendar year ended
   1995 was not available on the date of this Statement of Additional


3031617.07

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<PAGE>



   Information).

      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 1970-1994, the average annual return of stocks comprising the Ibbotson's
Common Stock Total Return Index ranged from -26.5% to 37.2% 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 1970
through 1994 is set forth in the following table (information for the calendar
year ended 1995 was not available on the date of this Statement of Additional
Information).

                                                            MIXED
YEAR        STOCKS     BONDS     T-BILLS     INFLATION      PORTFOLIO
- ----        ------     -----     -------     ---------      ---------
1970       4.01%      18.95%       6.53%        5.49%       10.49%
1971      14.31%      11.01%       4.39%        3.36%       11.01%
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%        3.87%       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%



        Returns of unmanaged indices do not reflect past or future performance
        of any of the Funds of PIMCO Advisors Funds. Stocks is 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


3031617.07

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<PAGE>



      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 1994 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 PIMCO Advisors Fund. 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 PIMCO
            Advisors Funds should be aware that certain of the PIMCO Advisors
            Funds have experienced periods of negative growth in the past and
            may again in the future.

        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.

        Rankings of the various PIMCO Advisors Funds in terms of their relative
risk and/or aggressiveness as investments may from time to time appear in
advertisements or other materials


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<PAGE>



describing the Funds.

        Articles or reports which include information relating to performance,
rankings and other characteristics of the Funds 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 Fund
Magazine, The New York Times, Kiplinger's Personal Finance, Fortune, Money
Magazine, Morningstar's Mutual Fund 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 Funds,
and may provide information relating to the Manager and the Funds' sub-advisers,
including descriptions of assets under management and client base, and opinions
of the author(s) regarding the skills of personnel and employees of the Manager
or the Funds' sub-advisers 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 Funds.

        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 Funds over a specified period of time and may use charts
and graphs to display that growth.

        Ibbotson Associates ("Ibbotson") has analyzed the risk and returns of
the Funds and relevant benchmark market indices in a variety of market
conditions. Based on its independent research and analysis, Ibbotson has
developed model portfolios of the Funds which indicate how, in Ibbotson's
opinion, a hypothetical investor with a 5+ year investment horizon might
allocate his or her assets among the Funds. Ibbotson bases its model portfolios
on five levels of investor risk tolerance which it developed and defines as
ranging from "Very Conservative" (low volatility; emphasis on capital
preservation, with some growth potential) to "Very Aggressive" (high volatility;
emphasis on long-term growth potential). For instance, Ibbotson developed the
following model portfolios for the Funds: (1) "Very Conservative" - 10% in
Equity Income Fund, 5% in Value Fund, 5% in Growth Fund, 5% in International
Fund, 15% in U.S. Government Fund and 60% in Short-Intermediate Fund; (2)
"Conservative" - 10% in Value Fund, 5% in Growth Fund, 15% in Target Fund, 10%
in International Fund, 25% in U.S. Government Fund and 35% in Short-Intermediate
Fund; (3) "Moderate" - 20% in Value Fund, 10% in Growth Fund, 15%
in Target Fund, 15% in International Fund, 15% in Total Return Income Fund and
25% in Short-Intermediate Fund; (4) "Aggressive" - 15% in Value Fund, 10% in
Growth Fund, 15% in Target Fund, 15% in Discovery Fund, 20% in International
Fund, 15% in Total Return Income Fund and 10% in Short-Intermediate Fund; and
(5) "Very Aggressive" - 10% in Value Fund, 10% in Growth Fund, 15% in Target
Fund, 30% in Discovery Fund, 25% in International Fund and 10% in Total Return
Income Fund. From time to time, the Trust may include model portfolios developed
by Ibbotson in its advertisements and other materials relating to the Funds.
However, neither Ibbotson nor the Trust offers Ibbotson's model portfolios as
investments. Moreover, neither the Trust, the Manager, the Funds' sub-advisers
nor Ibbotson represent or guarantee that investors who allocate their assets
according to Ibbotson's models will achieve their desired investment results.







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<PAGE>



                                  DISTRIBUTIONS

Distributions from Net Investment Income

        As described in the Prospectus under the caption "Distributions," each
Fund pays out substantially all of its net investment income, dividends and
interest it receives from its investments. It is the current policy of the Trust
to declare distributions from net investment income of the U.S. Government,
Short-Intermediate, High Income, Global Income, Total Return Income, Tax Exempt
and Money Market Funds daily and pay such distributions monthly. If a
shareholder redeems shares before a monthly dividend is paid, redemption
proceeds will include daily dividends which have been declared but not paid. It
is the current policy of the Trust to declare and pay distributions from net
investment income of the Equity Income and Value Funds quarterly, and of the
Growth, Discovery, Opportunity, Target, Innovation, Precious Metals and
International Funds annually.

Distributions of Net Short-Term Capital Gains

        As described in the Prospectus, it is the Trust's policy to distribute
substantially all the net realized short-term capital gains, if any, of each
Fund. The U.S. Government, Short-Intermediate, High Income, Global Income, Total
Return Income, Equity Income, Tax Exempt, Value, Growth, International, Precious
Metals, Innovation, Discovery, Opportunity, and Target Funds will distribute
their net short-term capital gains annually. The Money Market Fund will
distribute any net realized short-term capital gains annually but may distribute
such gains more frequently if necessary in order to maintain a net asset value
of $1.00 per share for the shares of that Fund.

Distributions from Net Realized Capital Gains.

        As described in the Prospectus, the Trust's policy is to distribute
substantially all of the net realized capital gain, if any, of each Fund, after
giving effect to any available capital loss carryover. Net realized capital gain
for any Fund is the excess of net realized long-term capital gain over net
realized short-term capital loss. Each Fund of the Trust is treated as a
separate entity for federal income tax purposes and accordingly its net realized
gains or losses will be determined separately, and its capital loss carryovers
will be determined and applied on a separate Fund basis. Each of the Funds
distributes its net realized capital gains annually, although the Money Market
Fund may distribute any net realized long-term capital gains more frequently if
necessary in order to maintain a net asset value of $1.00 per share for the
shares of that Fund.

        Sixty percent of any gain or loss realized by any Fund (i) from net
premiums from expired listed options and from closing purchase transactions,
(ii) with respect to listed options upon the exercise thereof, and (iii) from
transactions in futures contracts and listed options thereon generally will
constitute long-term capital gains or losses and the balance will be short-term
gains or losses. Distributions of long-term capital gains, if designated as such
by the Trust, are taxable to shareholders as long-term capital gain, regardless
of how long a shareholder has held shares.

        Since Funds which invest in "pay-in-kind" securities or zero coupon
securities will not receive


3031617.07

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<PAGE>



cash interest payments thereon, to the extent shareholders of these Funds elect
to take their distributions in cash, the relevant Fund may have to generate the
required cash from the disposition of non-zero coupon securities, or possibly
from the disposition of some of its zero coupon securities.

                                      TAXES

        The tax status of the Trust and the distributions which it may make are
summarized in the text of the Prospectus immediately following the caption
"Taxes." Except for exempt-interest dividends paid by the Tax Exempt Fund, as
described in the Prospectus, all dividends and distributions of a Fund, whether
received in shares or cash, are taxable and must be reported on each
shareholder's federal income tax return. A dividend or capital gains
distribution received after the purchase of a Fund's shares reduces the net
asset value of the shares by the amount of the dividend or distribution and will
be subject to federal income taxes.

        Each Fund intends to qualify each year as a "regulated investment
company" under Subchapter M of the Internal Revenue Code (the "Code"). In order
so to qualify, each Fund must, among other things, (a) derive at least 90% of
its gross income from dividends, interest, payments with respect to certain
securities loans, and gains from the sale of stock, securities and foreign
currencies, or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies; (b) derive less than 30% of its gross
income from gains from the sale or other disposition of certain assets held for
less than three months; (c) each year distribute at least 90% of its dividend,
interest (including tax-exempt interest), certain other income and the excess,
if any, of its net short-term capital gains over its net long-term capital
losses; and (d) diversify its holdings so that, at the end of each fiscal
quarter (i) at least 50% of the market value of the Fund's assets is represented
by cash items, U.S. Government securities, securities of other regulated
investment companies, and other securities, limited in respect of any one issuer
to a value not greater than 5% of the value of the Fund's total assets and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its assets is invested in the securities (other than those of
the U.S. Government or other regulated investment companies) of any one issuer
or of two or more issuers which the Fund controls and which are engaged in the
same, similar or related trades or businesses. Under the 30% of gross income
test described above, the Fund will be restricted from selling certain assets
held (or considered under Code rules to have been held) for less than three
months, and in engaging in certain hedging transactions (including hedging
transactions in futures and options) that in some circumstances could cause
certain Fund assets to be treated as held for less than three months. By so
qualifying, each Fund will not be subject to federal income taxes to the extent
that its net investment income, net realized short-term capital gains and net
realized long-term capital gains are distributed.

        The Tax Exempt Fund must have at least 50% of its total assets invested
in Tax Exempt Bonds at the end of each calendar quarter so that dividends
derived from its net interest income on Tax Exempt Bonds and so designated by
the Fund will be "exempt-interest dividends," which are exempt from federal
income tax when received by an investor. Certain exempt-interest dividends, as
described in the Prospectus, may increase alternative minimum taxable income for
purposes of


3031617.07

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<PAGE>



determining a shareholder's liability for the alternative minimum tax. In
addition, exempt-interest dividends allocable to interest from certain "private
activity bonds" will not be tax exempt for purposes of the regular income tax to
shareholders who are "substantial users" of the facilities financed by such
obligations or "related persons" of such "substantial users." The tax-exempt
portion of dividends paid for a calendar year constituting "exempt-interest
dividends" will be designated after the end of that year and will be based upon
the ratio of net tax-exempt income to total net income earned by the Fund during
the entire year. That ratio may be substantially different than the ratio of net
tax-exempt income to total net income earned during a portion of the year. Thus,
an investor who holds shares for only a part of the year may be allocated more
or less tax-exempt interest dividends than would be the case if the allocation
were based on the ratio of net tax-exempt income to total net income actually
earned by the Fund while the investor was a shareholder. All or a portion of
interest on indebtedness incurred or continued by a shareholder to purchase or
carry shares of the Tax Exempt Fund will not be deductible by the shareholder.
The portion of interest that is not deductible is equal to the total interest
paid or accrued on the indebtedness multiplied by the percentage of the Fund's
total distributions (not including distributions of the excess of net long-term
capital gains over net short-term capital losses) paid to the shareholder that
are exempt-interest dividends. Under rules used by the Internal Revenue Service
for determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though such funds are not
directly traceable to the purchase of shares.

        Shareholders of the Tax Exempt Fund receiving social security or
railroad retirement benefits may be taxed on a portion of those benefits as a
result of receiving tax exempt income (including exempt-interest dividends
distributed by the Fund). The tax may be imposed on up to 50% of a recipient's
benefits in cases where the sum of the recipient's adjusted gross income (with
certain adjustments, including tax-exempt interest), exceeds a base amount. In
addition, beginning in 1994, up to 85% of a recipient's benefits may be subject
to tax if the recipient's adjusted gross income (with certain adjustments,
including tax-exempt interest), exceeds a higher base amount. Shareholders
receiving social security or railroad retirement benefits should consult with
their tax advisors.

        In years when a Fund distributes amounts in excess of its earnings and
profits, such distributions may be treated in part as a return of capital. A
return of capital is not taxable to a shareholder and has the effect of reducing
the shareholder's basis in the shares. Since certain of the Tax Exempt Fund's
expenses attributable to earning tax-exempt income do not reduce such Fund's
current earnings and profits, it is possible that distributions, if any, in
excess of such Fund's net tax-exempt and taxable income will be treated as
taxable dividends to the extent of such Fund's remaining earnings and profits
(i.e., the amount of such expenses).

        The proper tax treatment of income or loss realized by the Precious
Metals Fund from the retirement or sale of a Metal-Indexed Note is unclear. The
Precious Metals Fund will report such income or loss as capital or ordinary
income or loss in a manner consistent with any Internal Revenue Service position
on the subject following the publication of such a position. Gain or loss from
the sale or exchange of preferred stock indexed to the price of a natural
resource is expected to be capital gain


3031617.07

                                       55
<PAGE>



or loss to the Precious Metals Fund.

Hedging Transactions

        If a Fund engages in transactions, including hedging transactions, in
options, futures contracts, and straddles, or other similar transactions, it
will be subject to special tax rules (including mark-to-market, straddle, wash
sale, and short sale rules), the effect of which may be to accelerate income to
the Fund, defer losses to the Fund, cause adjustments in the holding periods of
the Fund's securities, and convert short-term capital losses into long-term
capital losses. These rules could therefore affect the amount, timing and
character of distributions to shareholders. A Fund engaging in such transactions
will endeavor to make any available elections pertaining to such transactions in
a manner believed to be in the best interests of the Fund.

        Certain of a Fund's hedging activities (including its transactions in
foreign currencies) are likely to produce a difference between its book income
and its taxable income. If a Fund's book income exceeds its taxable income, the
distribution (if any) of such excess will be treated as a dividend to the extent
of the Fund's remaining earnings and profits, and thereafter as a return of
capital or as gain from the sale or exchange of a capital asset, as the case may
be. If the Fund's book income is less than its taxable income, the Fund could be
required to make distributions exceeding book income to qualify as a regulated
investment company that is accorded special tax treatment.

        Under the 30% of gross income test described above, a Fund will be
restricted in selling assets held or considered under Code rules to have been
held for less than three months, and in engaging in certain hedging transactions
(including hedging transactions in options and futures) that in some
circumstances could cause certain Fund assets to be treated as held for less
than three months.

Foreign Currency-Denominated Securities and Related Hedging Transactions

        A Fund's transactions in foreign currency-denominated debt securities,
certain foreign currency options, futures contracts and forward contracts may
give rise to ordinary income or loss to the extent such income or loss results
from fluctuations in the value of the foreign currency concerned.

        For federal income tax purposes, distributions paid from net investment
income and from any net realized short-term capital gain (including premiums
from expired options and gains from any closing purchase transactions with
respect to options written by the Trust for any Fund) are taxable to
shareholders as ordinary income, whether received in cash or in additional
shares.

        It is not expected that any of the distributions from the Tax Exempt,
U.S. Government or Money Market Funds will qualify for the dividends-received
deduction for corporations. A portion of the dividends paid by the Value,
Growth, International, Innovation, Global Income, High Income, Total Return
Income, Short-Intermediate, Precious Metals, Equity Income, Discovery,
Opportunity, and Target Funds may qualify for the dividends-received deduction
for corporations to the extent that each such Fund's gross income (exclusive of
net realized capital gains) was derived from qualifying


3031617.07

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<PAGE>



dividends from domestic corporations and meets the applicable holding period
requirements.

        Annually, shareholders will receive information as to the tax status of
distributions made by the Trust in each calendar year.

        In general, any gain or loss realized upon a taxable disposition of Fund
shares by a shareholder will be treated as long-term capital gain or loss if the
shares have been held for more than twelve months, and otherwise as short-term
capital gain or loss. However, if a shareholder buys Fund shares and redeems
them at a loss within six months, any loss will be disallowed for federal income
tax purposes to the extent of any exempt-interest dividends received on such
shares. In addition, any loss (not already disallowed as provided in the
preceding sentence) realized upon a taxable disposition of shares held for six
months or less will be treated as long-term, rather than short-term, capital
loss to the extent of any long-term capital gain distributions received by the
shareholder with respect to those shares. All or a portion of any loss realized
upon a taxable disposition of Fund shares will be disallowed if other Fund
shares are purchased within 30 days before or after the disposition. In such a
case, the basis of the newly purchased shares will be adjusted to reflect the
disallowed loss.

        The Trust is required to withhold and remit to the U.S. Treasury 31% of
all dividend income earned by any shareholder account for which an incorrect or
no taxpayer identification number has been provided or where the Trust is
notified that the shareholder has under-reported income in the past (or the
shareholder fails to certify that he is not subject to such withholding). In
addition, the Trust will be required to withhold and remit to the U.S. Treasury
31% of the amount of the proceeds of any redemption of shares of a shareholder
account for which an incorrect or no taxpayer identification number has been
provided. However, a Fund will not have to withhold any such amount if it can
reasonably estimate that 95% or more of its income for that year will be
tax-exempt.

        The foregoing relates to federal income taxation. Distributions from
investment income and capital gains may also be subject to state and local
taxes. The Trust is organized as a Massachusetts business trust. Under current
law, so long as each Fund qualifies for the federal income tax treatment
described above, it is believed that neither the Trust nor any Fund will be
liable for any income or franchise tax imposed by Massachusetts.


MANAGEMENT OF THE TRUST

Trustees and Officers

        E. Philip Cannon.  Trustee of the Trust.  Trustee of Cash Accumulation
        Trust. Headmaster, St. John's School, Houston, Texas.  Formerly General
        Partner, J.B. Poindexter & Co., Houston, Texas (private investment 
        partnership) and Partner, Iberia Petroleum Company (oil and gas 
        production).




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<PAGE>



        Donald P. Carter. Trustee of the Trust. Trustee of Cash Accumulation
        Trust. Retired Chairman of Cunningham & Walsh, Inc., Chicago
        (advertising agency). Chairman, Modu-Line Industries, Inc.

        Gary A. Childress. Trustee of the Trust. Trustee of Cash Accumulation
        Trust. Chairman and Director, Bellefonte Lime Company, Inc. Director,
        Woodings & Verona Toolworks Inc.

        Gary L. Light. Trustee of the Trust. Trustee of Cash Accumulation Trust.
        President, E.V.A. Investors (private investments).

        Joel Segall. Trustee of the Trust. Trustee of Cash Accumulation Trust.
        Former President, Bernard M. Baruch College, The City University of New
        York. Formerly, Deputy Under Secretary for International Affairs, United
        States Department of Labor and Professor of Finance, University of
        Chicago. Board of Managers, Coffee, Sugar and Cocoa Exchange.

        W. Bryant Stooks. Trustee of the Trust. Trustee of Cash Accumulation
        Trust. Retired President, Director and CEO, Archirodon Group Inc.
        Formerly, Partner, Arthur Andersen & Co.

        Gerald M. Thorne. Trustee of the Trust. Trustee of Cash Accumulation
        Trust. Retired President and Director, Firstar National Bank of
        Milwaukee. Formerly, Chairman, Firstar National Bank of Sheboygan and
        Director of other Firstar Banks.

        * Robert A. Prindiville. Trustee and President of the Trust. Trustee and
        President of Cash Accumulation Trust . Executive Vice President, PIMCO
        Advisors L.P. Director and Chairman, PIMCO Advisors Distribution Company
        ("PADCO"). Formerly, President, Thomson Advisory Group L.P., President
        and Director, Thomson Advisory Group Inc., Director and Chairman,
        Thomson Investor Services Inc., Director and Executive Vice President,
        Thomson McKinnon Securities Inc.

        * William D. Cvengros. Trustee of the Trust. Trustee of Cash
        Accumulation Trust. President and CEO of PIMCO Advisors L.P. and Member
        of the Equity and Operating Boards (and Chairman of its Operating
        Committee) of PIMCO Advisors L.P. Director, PADCO. Trustee and Chairman,
        PIMCO Advisors Institutional Funds. Director, Furon Corporation.
        Formerly, Vice Chairman, Chief Investment Officer and Director, Pacific
        Mutual Life Insurance Company; Director and Chairman, Pacific Financial
        Asset Management Company; Director, Mutual Service Corporation;
        Director, Pacific Equities Network; Director, PFAMCo UK Limited;
        Non-Executive Director, Blairlogie Capital Management Limited;


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<PAGE>



        Trustee and Vice President, PFAMCo Funds; Chairman and Director,
        Parametric Portfolio Associates, Inc.; President, Chairman, Chief
        Executive Officer, Director and Trustee of various realty group trusts,
        and PMRealty Advisors, Inc.; President, Chief Executive Officer and
        Director, NFJ Investment Group, Inc.; Vice President and Trustee,
        Pacific Select Fund; and Director, Cadence Capital Management
        Corporation.

        Newton B. Schott, Jr. Vice President and Clerk of the Trust and of Cash
        Accumulation Trust. Senior Vice President and Secretary of PIMCO
        Advisors L.P.; Director, Senior Vice President and Secretary of PADCO.
        Formerly, Executive Vice President, Secretary and General Counsel,
        Thomson Advisory Group L.P. and Thomson Advisory Group Inc., Executive
        Vice President and Secretary, Thomson Investor Services Inc., Director,
        Executive Vice President, Secretary and General Counsel, Thomson
        McKinnon Inc.

        John O. Leasure. Vice President of the Trust and of Cash Accumulation
        Trust. Senior Vice President of PIMCO Advisors L.P. Director, President
        and Chief Executive Officer of PADCO. Formerly, Executive Vice President
        of Thomson Advisory Group L.P. and President and Director of Thomson
        Investor Services Inc.

        R. Wesley Burns. Vice President of the Trust and of Cash Accumulation
        Trust. President, PIMCO Funds. Vice President, Pacific Investment
        Management Company.

        John P. Hardaway. Treasurer of the Trust and of Cash Accumulation Trust.
        Treasurer, PIMCO Funds. Vice President and Manager of Fund Operations,
        Pacific Investment Management Company.

        Teresa A. Wagner. Vice President and Assistant Clerk of the Trust and of
        Cash Accumulation Trust. Vice President, PIMCO Funds. Vice President,
        Pacific Investment Management Company.


        ---------------

       *Trustees who are "interested persons" (as defined in the Act) of the 
        Trust or the Manager.

   The mailing address of each of the officers and Trustees is c/o the PIMCO
Advisors Funds, 2187 Atlantic Street, Stamford, Connecticut 06902.

   Except as stated above, the principal occupations of the officers and
Trustees for the last five years


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<PAGE>



have been with the employers as shown above, although in some cases they have
held different positions with such employers. As noted, each of the Trustees is
also a Trustee of Cash Accumulation Trust, a registered investment company for
which PIMCO Advisors L.P. serves as manager and PIMCO Advisors Distribution
Company serves as principal underwriter.

  Messrs. Prindiville, Cvengros, Schott, Leasure, Molloy and Newman, as
directors, officers or security holders of the Manager, the Distributor or their
affiliates, benefitted and will benefit from the management and distribution
fees and contingent deferred sales charges paid or allowed by the Trust but
receive no direct compensation from the Trust or Cash Accumulation Trust.

 The Trust's Agreement and Declaration of Trust provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with the litigation in which they may be involved because of their
offices with the Trust, except if it is determined in the manner specified in
the Agreement and Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the Trust
or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties. The Trust,
at its expense, will provide liability insurance for the benefit of its Trustees
and officers.

Board Compensation

 The Trust does not pay any remuneration to Trustees who are interested persons
of the Trust or the Manager. The Trust and Cash Accumulation Trust ("CAT") have
identical Boards of Trustees which generally hold meetings on the same dates.
During 1995, the Trustees of the Trust and CAT adopted a unified fee plan,
pursuant to which the common disinterested Trustees receive combined fees for
their services on behalf of both the Trust and CAT. The plan went into effect on
July 27, 1995.

 For their services on behalf of the Trust and CAT, disinterested Trustees
receive an annual retainer of $35,000 and a fee of $3,000 for each meeting
attended. The Trustee who serves as chairman of the Contract Committees for the
Trust and CAT receives a combined annual fee of $6,000. The Chairman of the
Audit Committees for the Trust and CAT receives a combined annual fee of $2,000
and each member of such Audit Committees receives a combined annual fee of
$1,000. Under the unified fee plan, Trustees fees and expenses are allocated
between the Trust and CAT, and among their constituent Fund(s), based on
relative net assets.

 Fees paid to the disinterested Trustees for their services on behalf of the
Trust during the fiscal year ended September 30, 1995 (including the Trust's
allocable portion of fees paid under the unified fee plan) aggregated $210,990.
The following table sets forth information concerning fees paid (including the
Trust's allocable portion of fees paid under the unified fee plan) and
retirement benefits accrued during the fiscal year ended September 30, 1995 to
persons who served as disinterested Trustees of the Trust and CAT during such
year.








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<PAGE>



COMPENSATION TABLE



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
         (1)           (2)              (3)               (4)                (5)

                                     Pension or
                    Aggregate        Retirement     Estimated Annual   Total Compensation
        Name of    Compensation    Benefits Accrued  Benefits Upon      from Trust and
        Trustee    from Trust(2)  as Part of Fund     Retirement(3)   Fund Complex Paid to
                                     Expenses(3)                          Trustees(4)
- -----------------------------------------------------------------------------------------
<S>                 <C>               <C>               <C>                <C>     
E. Philip Cannon(1) $ 24,650          $ 8,260           $ 12,000           $ 36,400
- -----------------------------------------------------------------------------------------
Gerald M. Thorne(1)  24,650            8,260             12,000             36,400
- -----------------------------------------------------------------------------------------
Donald P. Carter     25,250            8,260             12,000             37,400
- -----------------------------------------------------------------------------------------
Gary A. Childress    24,650            8,260             12,000             36,400
- -----------------------------------------------------------------------------------------
Gary L. Light        26,100            8,260             12,000             38,650
- -----------------------------------------------------------------------------------------
Joel Segall          29,100            8,260             12,000             43,650
- -----------------------------------------------------------------------------------------
W. Bryant Stooks     25,250            8,260             12,000             37,400
- -----------------------------------------------------------------------------------------
Emmet Cashin, Jr.(5) 22,340              0                 0               23,750(5)
- -----------------------------------------------------------------------------------------
</TABLE>

        (1)  All compensation earned by Messrs. Cannon and Thorne for the fiscal
        year ended September 30, 1995 was deferred at their election.

        (2)  Through September 30, 1995, the following amounts of deferred
        compensation had been accrued for the following persons (including
        amounts accrued in prior years) for their services on behalf of the
        Trust and CAT: E. Philip Cannon - $58,950; Gerald M. Thorne - $74,350;
        Donald P. Carter - $82,150; Gary L. Light - $70,159; Joel Segall -
        $37,497; Emmet Cashin, Jr. - $91,430. A portion of the deferred
        compensation listed for Messrs. Light and Segall accrued pursuant to
        1987 Deferred Fee Agreements with the Trust and CAT which were
        terminated effective December 14, 1995. These benefits will be
        distributed to Messrs. Light and Segall during 1996.

        (3)  The amounts listed in columns (3) and (4) relate to pension or
        retirement benefits earned by the Trustees for their services on behalf
        of the Trust for the fiscal year ended September 30, 1995 pursuant to a
        Trustees' Pension Plan (the "Pension Plan"). The Trust's disinterested
        Trustees voted to terminate the Pension Plan as of September 28, 1995
        and to receive benefits that had accrued thereunder in lump-sum payments
        in January of 1996. Therefore, it is currently expected that no pension
        or retirement benefits will accrue for the disinterested Trustees of the
        Trust and CAT in subsequent fiscal periods. Accordingly, columns (3) and
        (4) of the Trust's Compensation Tables relating to subsequent fiscal
        periods are expected to list $0 for each Trustee.

        (4)  Includes total compensation paid to the Trustees for their services
        on behalf of CAT.


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<PAGE>



        (5)  Emmet Cashin, Jr. retired from the boards of the Trust and CAT
        effective September 30, 1994 and received fees for services rendered as
        a Trustee Emeritus of the Trust and CAT during the fiscal year ended
        September 30, 1995. His total compensation from the Trust and CAT
        (listed in column (5) above) includes retirement benefits which had
        accrued in prior years under the Pension Plan described in footnote 3
        above.

The Manager and the Sub-Advisers

 PIMCO Advisors L.P. is the investment manager of each Fund. Under written
management contracts between the Trust and the Manager, subject to such policies
as the Trustees of the Trust may determine, the Manager, at its expense, will
furnish continuously an investment program for the Trust and will make
investment decisions on behalf of the Funds and place all orders for the
purchase and sale of portfolio securities subject always to applicable
investment objectives, policies and restrictions; provided that, so long as a
sub-adviser serves as the sub-adviser for a Fund, the Manager's obligation under
the Management Contract with respect to that Fund is, subject always to the
control of the Trustees, to determine and review with the sub-adviser the
investment policies of the Fund.

 Subject to the control of the Trustees, the Manager also manages, supervises
and conducts the other affairs and business of the Trust, furnishes office space
and equipment, provides bookkeeping and certain clerical services (excluding
determination of the net asset value of each class of shares of each Fund,
shareholder accounting services and the accounting services for all Funds of the
Trust being provided by The Bank of New York) and pays all salaries, fees and
expenses of officers and Trustees of the Trust who are affiliated with the
Manager. As indicated under "Portfolio Transactions -- Brokerage and Research
Services", the Trust's portfolio transactions may be placed with broker-dealers
which furnish the Manager and the sub-advisers, without cost, certain research,
statistical and quotation services of value to them or their respective
affiliates in advising the Trust or their other clients. In so doing, a Fund may
incur greater brokerage commissions than it might otherwise pay.

 The Manager's compensation under the management contracts with respect to each
Fund is subject to reduction to the extent that in any year the expenses of such
Fund exceed the limits on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of such Fund are
qualified for offer and sale. The term "expenses" is subject to interpretation
by each of such jurisdictions, and, generally speaking, excludes brokerage
commissions, taxes, interest, distribution-related expenses and extraordinary
expenses. Generally, this means that the distribution fees payable to the
Distributor under the Distribution Agreement would be excluded from expenses.
The most restrictive of such limitations as of the date of this Statement is
believed to be 2 1/2% of the first $30 million, 2% of the next $70 million, and
1 1/2% of any excess over $100 million.




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<PAGE>



 Until November 1, 1994, there were sub-advisers for only the International and
Precious Metals Funds. For the fiscal years ended September 30, 1993, 1994 and
1995, the Manager received the following amounts from the Funds for its services
as the investment manager:

Fund                      1993                1994                 1995
- ----                      ----                ----                 ----

Equity Income           $  500,073        $ 1,191,587       $ 1,371,809
Value                        N/A                 N/A             14,916
Growth                   7,031,439          7,699,562         8,268,603
Target                     938,756          3,685,196         5,294,008
Discovery                   N/A                  N/A             46,638
Opportunity              3,442,307          4,796,571         5,000,057
Innovation                   N/A                 N/A            265,836
International              480,988          2,160,604         2,097,974
Precious Metals            115,085            400,895           434,323
Global Income             N/A                  N/A                N/A
High Income              1,504,881          1,334,363           962,851
Total Return                N/A                  N/A            214,491
Tax-Exempt                 399,148            489,220           369,918
U.S. Government          3,050,385          2,602,182         1,868,771
Short-Intermediate         717,843            575,600           382,196
Money Market                97,419*           238,845*          146,684

  Total                $18,278,334        $25,174,625       $26,739,075

- ----------
    * Excluding a $160,471, $142,336 and $23,048 waiver with respect to
      the fiscal years ended September 30, 1993,1994, and 1995
      respectively.

        For the fiscal years ended September 30, 1993 and 1994, and for the
period from October 1, 1994 through November 15, 1994, the Manager paid the
former sub-adviser to the International Fund (the sub-adviser served from August
1, 1992 to November 15, 1994) $240,499, $1,080,302 and $159,648, respectively,
for its services with respect to the International Fund. For the fiscal years
ended September 30, 1993, 1994 and 1995, the Manager paid Van Eck (the
sub-adviser to the Precious Metals Fund) $57,543, $200,448, and $217,162
respectively, for Van Eck's services with respect to the Precious Metals Fund.

        PIMCO Advisors L.P. (the "Manager") serves as the investment manager of
all of the Funds. Each of the Funds also has a sub-adviser, each of which
(except for the sub-adviser of the Precious Metals Fund) is an affiliate of the
Manager. The sub-advisers are: Columbus Circle Investors ("CCI") for the Equity
Income, Growth, Target, Opportunity, Innovation, Tax Exempt and Money Market
Funds; Pacific Investment Management Company for the Global Income, High Income,
Total Return Income, U.S. Government and Short-Intermediate Funds; Blairlogie
Capital Management ("Blairlogie") for the International Fund; Van Eck Associates
Corporation ("Van Eck") for the Precious Metals Fund; Cadence Capital Management
("Cadence") for the Discovery Fund; and NFJ Investment


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<PAGE>



Group ("NFJ") for the Value Fund. CCI, Pacific Investment Management Company,
Blairlogie, Van Eck, Cadence and NFJ are each referred to herein as a
"Sub-Adviser" and collectively as the "Sub-Advisers." Each Sub-Adviser serves
pursuant to a Sub-Adviser Agreement between the Manager and the Sub- Adviser.

        With the exception of Van Eck, none of the Sub-Advisers received
advisory fees from the Manager for services performed with respect to the
above-referenced Funds during the fiscal years ended September 30, 1993 and
1994. For the fiscal year ended September 30, 1995, the Sub-Advisers other than
Van Eck received the following amounts from the Manager for services performed
with respect to the above-referenced funds:


                                  Columbus Circle Investors

                                Fund                        1995
                                ----                        ----
                       Equity Income                 $   595,500
                              Growth                   3,634,403
                              Target                   2,353,106
                         Opportunity                   2,205,293
                          Innovation                     132,918
                          Tax Exempt                     159,370
                        Money Market                      52,002


                            Pacific Investment Management Company

                                Fund                        1995
                                ----                        ----
                       Global Income                 $        NA
                         High Income                     346,427
                 Total Return Income                      72,024
                     U.S. Government                     695,195
                  Short-Intermediate                     147,687


                                Blairlogie Capital Management

                                Fund                        1995
                                ----                        ----

                       International                 $   889,339



                                  Cadence Capital Management

                                Fund                        1995
                                ----                        ----
                           Discovery                $     23,319


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<PAGE>





                                     NFJ Investment Group

                                Fund                        1995
                                ----                        ----
                               Value                 $     7,458


        Under each Sub-Adviser Agreement, subject always to the control of the
Trustees of the Trust, the Sub-Adviser's obligation is to furnish continuously
an investment program for the relevant Fund, to make investment decisions on
behalf of the relevant Fund and to place all orders for the purchase and sale of
portfolio securities and all other investments for the relevant Fund. Each
Sub-Adviser performs its duties under the relevant Sub-Adviser Agreement subject
to the control of the Trustees, the policies determined by the Trustees, the
provisions of the Trust's Agreement and Declaration of Trust, its By-Laws and
the relevant investment objectives, policies and restrictions stated in the
Prospectus.

        The management contracts for all of the Funds and the Sub-Adviser
Agreements were approved by the Trustees of the Trust (including all of the
Trustees who are not "interested persons" of the Manager or the Sub-Advisers).
The management contracts for the Funds and the Sub-Adviser Agreements continue
in force with respect to the relevant Fund for two years from their respective
dates, and from year to year thereafter, but only so long as their continuance
is approved at least annually by (i) vote, cast in person at a meeting called
for that purpose, of a majority of those Trustees who are not "interested
persons" of the Manager, the Sub-Advisers or the Trust, and by (ii) the majority
vote of either the full Board of Trustees or the vote of a majority of the
outstanding shares of all classes of that Fund. Each of the management contracts
and the Sub-Adviser Agreements automatically terminates on assignment. The
management contracts may be terminated on not more than 60 days' notice by the
Manager to the Trust or by the Trust to the Manager. Each Sub-Adviser Agreement
with Pacific Investment Management Company, CCI, Van Eck, Cadence and NFJ is
terminable upon notice by the Trust, may be terminated by the Manager on not
less than 60 days' notice to the Sub-Adviser and may be terminated by the 
Sub-Adviser on not less than 180 days' notice to the Manager. The Sub-Adviser
Agreements with Blairlogie may be terminated upon notice by the Trust, may be
terminated by the Manager on not less than 45 days notice to the Sub-Adviser and
may be terminated by the Sub-Adviser on not less than 180 days' notice to the
Manager. The management fees and Sub-Adviser fees payable under the management
contracts and the Sub-Adviser Agreements is set forth in the Prospectus.

        As described in the text of the Prospectus under the caption "Management
of the Trust," the Trust pays, in addition to the management fee described
above, all expenses not assumed by the Manager, including, without limitation,
fees and expenses of Trustees who are not "interested persons" of the Manager or
the Trust, interest charges, taxes, brokerage commissions, expenses of issue or
redemption of shares, distribution and servicing fees pursuant to the
Distribution and Servicing Plans, fees and expenses of registering and
qualifying the Trust and all three classes of shares of the respective Funds for
distribution under federal and state laws and regulations, charges of
custodians, auditing and legal expenses, expenses of determining net asset value
of all three classes of the Trust's shares, reports to shareholders, expenses of
meetings of shareholders, expenses of printing and mailing prospectuses, proxy
statements and proxies to existing shareholders, and its proportionate share of
insurance premiums and professional association dues or assessments. The Trust
is also responsible for such nonrecurring expenses as may arise, including
litigation in which the Trust may be a party, and other expenses as determined
by the Trustees. The Trust may have an obligation to indemnify its officers and
Trustees with


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<PAGE>



respect to such litigation. The general Trust expenses are allocated among and
charged to the assets of each class of shares of each Fund on a basis that the
Trustees deem fair and equitable, which may be based on the relative net assets
of the classes or the Funds or the nature of the services performed and relative
applicability to each class or each Fund.

        Each management contract provides that the Manager shall not be subject
to any liability in connection with the performance of its services thereunder
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.

                                 OTHER SERVICES

Custodial Arrangements

        The Bank of New York, 48 Wall Street, New York, New York 10005, is the
custodian for the Trust. As such, The Bank of New York holds in safekeeping
certificated securities and cash belonging to the Trust and, in such capacity,
is the registered owner of securities in book-entry form belonging to the Trust.
Upon instruction, The Bank of New York receives and delivers cash and securities
of the Trust in connection with Fund transactions and collects all dividends and
other distributions made with respect to Fund portfolio securities. The Bank of
New York also maintains certain accounts and records of the Trust. The Bank of
New York has contracted with various foreign banks and depositories to hold
Trust portfolio securities outside of the United States.

Accounting Services

        Pursuant to an agreement between The Bank of New York and the Trust, The
Bank of New York calculates the total net asset value, total net income and net
asset value per share of each class on a daily basis (and as otherwise may be
required by the 1940 Act) and performs certain accounting services for the
Trust.

Independent Accountants

        The Trust's independent accountants are Coopers & Lybrand L.L.P., 1301
Avenue of the Americas, New York, New York 10019. Coopers & Lybrand L.L.P.,
conducts an annual audit of the Trust, assists in the preparation of each Fund's
federal and state income tax returns and consults with the Trust as to matters
of accounting and federal and state income taxation.

                             PORTFOLIO TRANSACTIONS

Investment Decisions

        Investment decisions for the Trust and for the other investment advisory
clients of the Manager and the Sub-Advisers are made with a view to achieving
their respective investment objectives. The Manager and the Sub-Advisers operate
independently in providing services to their respective clients. Investment
decisions are the product of many factors in addition to basic suitability for
the particular client involved. Thus, for example, a particular security may be
bought or sold for certain clients of the Manager or the Sub-Advisers 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 other clients are selling the security. In some instances, one client
may sell a particular security to another client. It also happens that two or
more clients may simultaneously buy or sell the same security, in


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<PAGE>



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
opinion of the Manager or a Sub-Adviser 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

        Transactions on 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. There is generally no stated commission in the case of securities,
such as U.S. Government securities and Tax Exempt Bonds, traded in the
over-the-counter markets or in the case of gold bullion but the price paid by
the Trust usually includes an undisclosed dealer commission or mark-up. It is
anticipated that most purchases and sales of portfolio securities for the Money
Market Fund will be with the issuer or with major dealers in money market
instruments acting as principals. Accordingly, it is not anticipated that the
Global Income, High Income, Total Return Income, U.S. Government, 
Short-Intermediate, Tax Exempt or Money Market Funds will pay significant 
brokerage commissions. In underwritten offerings, the price paid includes a 
disclosed, fixed commission or discount retained by the underwriter or dealer. 
Securities firms may receive brokerage commissions on transactions involving 
options, futures and options on futures and the purchase and sale of underlying
securities upon exercise of options. The brokerage commissions associated with
buying and selling options may be proportionately higher than those associated
with general securities transactions.

        Where the Manager or a Sub-Adviser places orders for the purchase and
sale of portfolio securities for a particular Fund and buys and sells securities
for such Fund it is anticipated that such transactions will be effected through
a number of brokers and dealers. In so doing, the Manager or the relevant
Sub-Adviser, as the case may be, intends to use its best efforts to obtain for
each Fund the most favorable price and execution available, except to the extent
that it may be permitted to pay higher brokerage commissions as described below.
In seeking the most favorable price and execution, the Manager or the relevant
Sub-Adviser, as the case may be, 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 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.

        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, statistical and quotation services from broker-dealers
which execute portfolio transactions for the clients of such advisers.
Consistent with this practice, the Manager and the Sub-Advisers may receive
research, statistical and quotation services from many broker-dealers with which
the Trust's portfolio transactions are placed. These services, which in some
instances could 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 may be of value to the Manager or the Sub-Advisers 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 or any
particular Fund. The fees paid to the Manager and the Sub-Advisers are not
reduced because they receive such services.

        As permitted by Section 28(e) of the Securities Exchange Act of 1934,
the management contracts


3031617.07

                                       67
<PAGE>



and the Sub-Adviser Agreements, the Manager and the Sub-Advisers may cause a
Fund to pay a broker-dealer which provides "brokerage and research services" (as
defined in the Act) to the Manager or the Sub-Advisers an amount of disclosed
commission for effecting a securities transaction for a Fund in excess of the
commission which another broker-dealer would have charged for effecting that
transaction. The authority of the Manager and the Sub-Advisers to cause the
Funds to pay any such greater commissions is subject to such policies as the
Trustees may adopt from time to time.

        Under the 1940 Act, persons affiliated with the Trust are prohibited
from dealing with the Trust as a principal in the purchase and sale of
securities. Since transactions in the over-the-counter market usually involve
transactions with dealers acting as principals for their own accounts,
affiliated persons of the Trust may not serve as the Trust's dealer in
connection with such transaction. However, the Distributor and any other
affiliates of the Manager or the Sub-Advisers may receive and retain
compensation for effecting portfolio transactions for the Trust on a national
securities exchange provided that commissions paid to the principal underwriter
of the Trust or its affiliates by the Trust for exchange transactions not exceed
"usual and customary" brokerage commissions. The rules define "usual and
customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." The Trustees, including those who are not "interested persons"
of the Trust, have adopted procedures for evaluating the reasonableness of
commissions paid to the principal underwriter of the Trust or its affiliates and
will review these procedures periodically.

        For the fiscal years ended September 30, 1993, 1994 and 1995, the Trust
paid $6,085,920, $8,489,573 and $11,116,176 in brokerage commissions,
respectively, as follows:


                            Year Ended         Year Ended       Year Ended
                             Sept. 30,          Sept. 30,        Sept. 30,
                               1993               1994             1995
                               ----               ----             ----
Total
Brokerage Commissions

Equity Income              $  173,880           $  420,738        $   605,124
Value                             N/A                  N/A             17,864
Growth                      3,187,508            3,317,272          3,500,524
Target                        660,091            2,156,801          2,289,076
Discovery                         N/A                  N/A             42,608
Opportunity                 1,143,037            1,130,760          1,728,282
Innovation                        N/A                  N/A             84,173
International                 782,300            1,277,327          2,727,326
Precious Metals                49,144              124,474             48,592
Global Income                     N/A                  N/A                N/A
High Income                    22,475               19,507             12,500
Total Return Income               N/A                  N/A             10,028
Tax-Exempt                          0                    0                  0
U.S. Government                30,866               19,651             41,009
Short-Intermediate             36,619               23,043              9,070
                               ------               ------              -----
  Total                    $6,085,920           $8,489,573        $11,116,176
                           ==========           ==========        ===========

                                       68
<PAGE>

        Pursuant to conditions set forth in rules of the Securities and Exchange
Commission, the Trust may purchase securities from an underwriting syndicate of
which the principal underwriter of the Trust or its affiliates are members (but
not from the principal underwriter itself). Such conditions relate to the price
and amount of the securities purchased, the commission or spread paid, and the
quality of the issuer. The rules further require that such purchases take place
in accordance with procedures adopted and reviewed periodically by the Trustees,
particularly those Trustees who are not "interested persons" of the Trust.
Investments by other clients of the Manager and the Sub-Advisers may limit the
ability of the Trust to purchase securities from such a syndicate.

        The Distributor does not currently effect securities transactions for
customers and does not participate in underwriting syndicates. In light of the
foregoing, the Trust does not expect to place purchase or sales orders with or
purchase securities from the Distributor or its affiliates.

                  ORGANIZATION AND CAPITALIZATION OF THE TRUST

        The Trust was established as a Massachusetts business trust by an
Agreement and Declaration of Trust dated October 14, 1983. A copy of the
Agreement and Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts. The Trust's fiscal year ends on September 30.

        As described in the text of the Prospectus following the caption
"Description of the Trust," each class of shares of the Trust is entitled to one
vote per share (with proportional voting for fractional shares) on such matters
as shareholders are entitled to vote. Class A, Class B and Class C shares of
each Fund have identical voting rights except that each class of shares has
exclusive voting rights on any matter submitted to shareholders that relates
solely to that class, and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class. Each class of shares has exclusive voting rights with respect
to matters pertaining to the Distribution and Servicing Plan applicable to that
class. These shares are entitled to vote at meetings of shareholders. Matters
submitted to shareholder vote must be approved by each Fund separately except
(i) when required by the 1940 Act shares shall be voted together and (ii) when
the Trustees have determined that the matter does not affect all Funds, then
only shareholders of the Fund or Funds affected shall be entitled to vote on the
matter. All three classes of shares of a Fund will vote together, except with
respect to the Distribution and Servicing Plan applicable to a class of shares
or when a class vote is required as specified above or otherwise by the 1940
Act. There will normally be no meetings of shareholders for the purpose of
electing Trustees unless and until such time as less than a majority of the
Trustees have been elected by the shareholders, at which time the Trustees then
in office will call a shareholders' meeting for the election of Trustees. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of each class of the outstanding shares of the Trust and
filed with the Trust's custodian or by a vote of the holders of two-thirds of
each class of the outstanding shares of the Trust at a meeting duly called for
the purpose, which meeting shall be held upon the written request of the holders
of not less than 10% of each class of the outstanding shares. Upon written
request by ten or more shareholders, who have been such for at least six months,
and who hold shares constituting 1% of the outstanding shares, stating that such
shareholders wish to communicate with the other shareholders for the purpose of
obtaining the signatures necessary to demand a meeting to consider removal of a
Trustee, the Trust has undertaken to provide a list of shareholders or to
disseminate appropriate materials (at the expense of the requesting
shareholders). The Trustees may also remove a Trustee with or without cause.
Except as set forth above, the Trustees shall continue to hold office and may
appoint their successors.



3031617.07

                                       69
<PAGE>



Shareholder Liability

        Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of a Fund's property for all loss and expense of any
shareholder of that Fund held liable on account of being or having been a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Fund of which
he or she is or was a shareholder would be unable to meet its obligations.



3031617.07

                                       70
<PAGE>




                        CERTAIN OWNERSHIP OF TRUST SHARES

     As of October 31, 1995, the Trustees and officers of the Trust owned the
following amounts of the Class A Shares, Class B Shares and Class C Shares of
each Fund:

                          CLASS A            CLASS B           CLASS C
Fund                     No. of Shares    No. of Shares     No. of Shares
- ----                     -------------    -------------     -------------
Equity Income             33,159.606          0                   0
Value                     15,485.433          0                   0
Growth                    56,675.579          0                 921.844
Target                    77,815.301          0                   0
Discovery                 12,500.000          0                   0
Opportunity               27,150.540          0                 777.441
Innovation                20,101.010          0                   0
International             26,888.693          0                   0
Global Income                  0              0                   0
Precious Metals                0              0                   0
High Income               15,096.312          0                   0
Total Return Income       12,569.797          0                   0
Tax Exempt                    39.624          0                   0
U.S. Government            5,254.318          0                   0
Short-Intermediate            37.062          0                   0
Money Market              83,636.120          0                 404.880
                                                         


        Except as set forth below, the Trust believes that no person as of
October 31, 1995 owned beneficially or of record 5% or more of the shares of any
class of the Funds:


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Fund               Class  Name and Address                          No. of Shares   Percent
- ------------------------------------------------------------------------------------------
<S>                <C>    <C>                                       <C>             <C>  
Target             A      Merrill Lynch Pierce Fenner & Smith Inc.  1,574,434.799   20.97
                          Attn:  Book Entry Department             
                          4800 Deer Lake Drive E., fl. 3           
                          Jacksonville, FL  32246-6484             
- ------------------------------------------------------------------------------------------
                   B      Merrill Lynch Pierce Fenner & Smith Inc.  225,984.000     42.05
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   C      Merrill Lynch Pierce Fenner & Smith Inc.  15,132,815.072  30.86
                          (see above)                              
- ------------------------------------------------------------------------------------------
Value              A      Merrill Lynch Pierce Fenner & Smith Inc.  29,170.000      11.10
                                     (see above)                   
- ------------------------------------------------------------------------------------------
                                                                 
                                                                 
                                                                 
3031617.07                                                       

                                       71
<PAGE>
                                                                 
                                                                 
                                                                 
                                                                 
- ------------------------------------------------------------------------------------------
                   B      Merrill Lynch Pierce Fenner & Smith Inc.  134,829.000     29.57
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   C      Merrill Lynch Pierce Fenner & Smith Inc.  96,157.000      12.14
                          (see above)                              
- ------------------------------------------------------------------------------------------
Discovery          A      Merrill Lynch Pierce Fenner & Smith Inc.  143,618.000     19.13
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   B      Merrill Lynch Pierce Fenner & Smith Inc.  407,518.000     35.40
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   C      Merrill Lynch Pierce Fenner & Smith Inc.  418,216.280     19.58
                          (see above)                              
- ------------------------------------------------------------------------------------------
Precious Metals    A      Paine Webber / FBO                        32,885.000      5.33
                          Victor G. Warren Jr.                     
                          UAD 07/14/93 for the Victor G. Warren    
                               Trust                               
                          724 S. Garfield                          
                          Hinsdale, IL 60521-4425                  
                                                                   
                          Merrill Lynch Pierce Fenner & Smith Inc.  112,624.000     18.28
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   B      Merrill Lynch Pierce Fenner & Smith Inc.  12,793.000      51.25
                          (see above)                              
                                                                   
                          Smith Barney Inc.                         2,188.000       8.76
                          00145819198                              
                          388 Greenwich Street                     
                          New York, NY 10013                       
                                                                   
                          Smith Barney Inc.                         1,711.000       6.85
                          00145866496                              
                          388 Greenwich Street                     
                          New York, NY 10013                       
- ------------------------------------------------------------------------------------------
                   C      Merrill Lynch Pierce Fenner & Smith Inc.  765,155.000     22.47
                          (see above)                              
- ------------------------------------------------------------------------------------------
Equity Income      A      Merrill Lynch Pierce Fenner & Smith Inc.  161,454.000     17.60
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   B      Merrill Lynch Pierce Fenner & Smith Inc.  21,612.000      14.86
                          (see above)                              
- ------------------------------------------------------------------------------------------
                   C      Merrill Lynch Pierce Fenner & Smith Inc.  2,150,956.874   17.47
                          (see above)                              
- ------------------------------------------------------------------------------------------
U.S. Government    A      Merrill Lynch Pierce Fenner & Smith Inc.  760,669.000     42.50
                           (see above)                           
                                                                 
                          Donaldson Lufkin Jenrette                 121,317.662     6.77
                          Securities Corporation, Inc.            
                          P.O. Box 2052
                          Jersey City, NJ 07303-9998
- ------------------------------------------------------------------------------------------



3031617.07

                                       72
<PAGE>




- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  85,523.000      35.97
                          (see above)

                          NFSC FEBO # OKS-614432                    16,610.906      6.98
                          Reida Longanecker
                          1075 Old Harrisburg Rd.
                          Gettysburg, PA 17325

                          Prudential-Bache Securities               14,007.000      5.89
                          ABT08634
                          New York, NY 10292
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  7,293,677.423   23.48
                          (see above)
- ------------------------------------------------------------------------------------------
Tax Exempt          A     Merrill Lynch Pierce Fenner & Smith Inc.  95,403.000      39.84
                          (see above)

                          Smith Barney Inc.                         12,306.000      5.13
                          (see above)
- ------------------------------------------------------------------------------------------
                    B     Prudential-Bache Securities               14,909.045      27.13
                          New York, NY 10292

                          Prudential-Bache Securities               5,005.000       9.10
                          New York, NY 10292                        
                                                                    
                          Prudential-Bache Securities               5,005.000       9.10
                          New York, NY 10292                        
                                                                    
                          Prudential-Bache Securities               3,472.019       6.31
                          New York, NY 10292                        
                                                                    
                          Donaldson Lufkin Jenrette                 6,732.082       12.25
                          Securities Corporation, Inc.              
                          P.O. Box 2052                             
                          Jersey City, NJ 07303-9998                
                                                                    
                          Leroy Scott                               8,431.703       15.34
                          213 Bunch Street                          
                          Corinth, MS 38834-4702                    
                                                                    
                          Wheat First FBO A/C 8677-3450             3,015.545       5.48
                          Eugene H. Zimmer                          
                          P.O. Box 495                              
                          Parkersburg, WV 26102-0495                
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  655,885.000     14.41
                          (see above)                               
- ------------------------------------------------------------------------------------------
Global Income       A     Pacific Asset Management Co.              500,000.000     100
                          Attn: Russell F. Murdock                 
                          700 Newport Center Dr.
                          Newport Beach, CA 92660-6307
- ------------------------------------------------------------------------------------------



3031617.07

                                       73
<PAGE>




- ------------------------------------------------------------------------------------------
                    B     PIMCO Advisors Group, L.P.                1,002.566       100
                          Attn: Jaishree Kemraj                     
                          2187 Atlantic Street                      
                          Stamford, CT 06902-6880                   
- ------------------------------------------------------------------------------------------
                    C     PIMCO Advisors Group, L.P.                1,002.566       100
                          Attn: Jaishree Kemraj                 
                          2187 Atlantic Street
                          Stamford, CT 06902-6880
- ------------------------------------------------------------------------------------------
High Income         A     Merrill Lynch Pierce Fenner & Smith Inc.  232,380.000     21.97
                          (see above)
- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  297,141.000     41.03
                          (see above)

                          Smith Barney Inc.                         49,618.000      6.85
                          00114904921
                          388 Greenwich Street
                          New York, NY 10013
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  2,003,754.336   9.96
                          (see above)
- ------------------------------------------------------------------------------------------
Total Return Income A     Merrill Lynch Pierce Fenner & Smith Inc.  423,111.000     11.42
                          (see above)

                          Trust Co. Bank Tr                         605,599.088     16.35
                          FBO City of Spartanburg                   
                          Retirement Plan                           
                          P.O. Box 4655                             
                          Atlanta, GA 30302-4655                    
                                                                
                          Nationsbank VA TR                         307,931.504     8.31
                          FBO Louise OBICI Hospital                 
                          40-90-900-6515001                         
                          P.O. Box 831575                           
                          Dallas, TX 75283-1575                     
                                                                
                          Tops Appliance City Inc.                  261,309.184     7.05
                          401K Retirement Plan                      
                          45 Brunswick Avenue                       
                          Edison, NJ 08817-2576                     
                                                                    
                          Paine Webber FBO                          189,488.638     5.11
                          L&L Products Inc.                         
                          Profit Sharing Plan & Trust               
                          Attn: Peggy Domenick Muscat               
                          160 McClean Drive                         
                          Romeo, MI 48                          
- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  263,601.000     24.95
                          (see above)
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  561,791.461     11.91
                          (see above)
- ------------------------------------------------------------------------------------------



3031617.07

                                       74
<PAGE>




- ------------------------------------------------------------------------------------------
Growth              A     Merrill Lynch Pierce Fenner & Smith Inc.  431,678.000     8.22
                          (see above)
- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  118,468.000     33.04
                          (see above)
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  6,572,464.444   12.77
                          (see above)
- ------------------------------------------------------------------------------------------
Opportunity         A     Boston Safe Deposit & Trust Co.           672,765.374     21.86
                          TWA Pilots Directed Account               
                          Plan UA January 1, 1986                   
                          1 Cabot Road                              
                          Medford, MA 02155-5158                    
                                                                
                          Merrill Lynch Pierce Fenner & Smith Inc.  456,433.000     14.83
                          (see above)
- ------------------------------------------------------------------------------------------
                    B     None
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  5,093,077.303   26.75
                          (see above)
- ------------------------------------------------------------------------------------------
Innovation          A     Merrill Lynch Pierce Fenner & Smith Inc.  254,859.000     13.76
                          (see above)
- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  127,417.076     24.72
                          (see above)
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  579,848.547     13.59
                          (see above)
- ------------------------------------------------------------------------------------------



3031617.07

                                       75
<PAGE>




- ------------------------------------------------------------------------------------------
Money Market        A     JC Bradford & Co. Cust FBO                1,474,861.840   10.78
                          DCIP Limited Partners II                  
                          330 Commerce Street                       
                          Nashville, TN  37201-1899                 
                                                                    
                          RPSS TR Rollover IRA                      2,084,141.230   15.24
                          FBO James J. Maguire                      
                          42 Western Drive                          
                          Short Hills, NJ 07078-1910                
                                                                    
                          Trustees of Amherst College Corp.         1,785,953.060   13.06
                          U/A June 14, 1985                         
                          Donald S. Cohan Charitable                
                          Remainder Unitrust                        
                          P.O. Box 2221                             
                          Amherst, MA  01004-2221               

                          Chemical Bank Trust                       1,097,281.780   8.02
                          PIMCO Advisors Group 401K                 
                          Savings: Investment Plan Trust            
                          ATTN: Jerry Capri                         
                          4 New York Plaza, Fl. 4                   
                          New York, NY 10004-2413               

                          Prudential-Bache Securities               1,046,086.360   7.65
                          Edward F. Goodman &                       
                          Judith Goodman JTTEN                      
                          234 Worthen Rd. E                         
                          Lexington, MA  02173                      
                                                                
                          Oxford Realty Financial Group             904,514.126     6.61
                          401K Plan                                 
                          7200 Wisconsin Ave., Suite 1100           
                          Bethesda, MD 20814-4815                   
- ------------------------------------------------------------------------------------------

3031617.07

                                       76
<PAGE>




- ------------------------------------------------------------------------------------------
                    B     Donaldson Lufkin Jenrette                 16,935.230      10.90
                          Securities Corporation, Inc.              
                          P.O. Box 2052                             
                          Jersey City, NJ 07303-9998                
                                                                    
                          Smith Barney Inc.                         26,175.000      16.85
                          00116563043                               
                          388 Greenwhich Street                     
                          New York, NY 10013                        
                                                                    
                          Prudential-Bache Securities               73,070.560      47.05
                          New York, NY 10292                        
                                                                    
                          A.G. Edwards & Sons Inc. COF              25,759.880      16.58
                          Christopher Christopher                   
                          IRA Account                           
                          P.O. Box 86
                          Sherborn, MA 01770-0086

                          A.G. Edwards & Sons Inc. COF              9,102.330       5.86
                          Stephen S.J. Hall                         
                          Rollover IRA Account                      
                          C/O Peggy Rauch                           
                          8742 Misty Creek Drive                    
                          Sarasota, FL 34241-9561               
- ------------------------------------------------------------------------------------------
                    C     None
- ------------------------------------------------------------------------------------------
International       A     Merrill Lynch Pierce Fenner & Smith Inc.  221,829.000     14.26
                          (see above)

                          Society National Bank TR.                 173,313.998     11.14
                          FBO RPM Retirement Plan                   
                          P.O. Box 6147                             
                          Cleveland, OH 44101-1147                  
                                                                    
                          Resources Trust Company                   103,335.054     6.64
                          FBO IMS Clients                           
                          P.O. Box 3865                             
                          Englewood, CO 80155-3865                  
- ------------------------------------------------------------------------------------------
                    B     Merrill Lynch Pierce Fenner & Smith Inc.  18,786.000      30.87
                          (see above)                           

                          Prudential-Bache Securities               4,909.000       8.06
                          New York, NY 10292                        
                                                                    
                          Prudential-Bache Securities               4,288.165       7.04
                          New York, NY 10292                        
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  4,012,628,695   22.53
                          (see above)
- ------------------------------------------------------------------------------------------



3031617.07

                                       77
<PAGE>




- ------------------------------------------------------------------------------------------
Short Intermediate  A     Bank of California Trust                  57,429.097      6.65
                          UA Dec 31, 1981                           
                          Wholesale Beer Multi Employee Trust       
                          A/C 23161622                              
                          475 Sansome Street, Fl. 11                
                          San Francisco, CA 94111-3103          

                          Prudential-Bache Securities               250,879.375     29.08
                          (Transmission Account)                    
                                                                    
                          Merrill Lynch Pierce Fenner & Smith Inc.  160,402.000     18.59
                          (see above)                               
- ------------------------------------------------------------------------------------------
                    B     NFSC FEBO # 0KS-614432                    25,480.780      20.27
                          Reida Longanecker                         
                          1075 Old Harrisburg Rd.                   
                          Gettysburg, PA 17325                      
                                                                    
                          Paine Weber FBO                           12,987.501      10.33
                          Paine Weber CDN FBO                       
                          Robert M. Kwass - IRA Rollover            
                          P.O. Box 3321                             
                          Weehawken, NJ 07087-8154                  
                                                                
                          Merrill Lynch Pierce Fenner & Smith Inc.  12,501.000      9.94
                          (see above)
- ------------------------------------------------------------------------------------------
                    C     Merrill Lynch Pierce Fenner & Smith Inc.  1,743,969.301   25.27
                          (see above)
- ------------------------------------------------------------------------------------------
</TABLE>




3031617.07

                                       78
<PAGE>



                                   APPENDIX A

The nationally recognized statistical rating organizations (individually, an
"NRSRO") that may be utilized with regard to portfolio investments for the Funds
include Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("S&P"), Duff & Phelps, Inc. ("Duff"), Fitch Investors Service, Inc.
("Fitch"), IBCA Limited and its affiliate, IBCA Inc. (collectively, "IBCA"), and
Thomson BankWatch, Inc. ("Thomson"). Set forth below is a description of the
relevant ratings of each such NRSRO. The NRSROs that may be utilized and the
description of each NRSRO's ratings is as of the date of this Statement of
Additional Information, and may subsequently change.



LONG-TERM DEBT RATINGS (may be assigned, for example, to long-term corporate and
municipal bonds)


Moody's (Moody's applies numerical modifiers (1, 2 and 3) in each rating
category to indicate the securities ranking within the category):

        Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

        Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

        A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

        Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest 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.

        Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

        B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any


3031617.07

                                       79
<PAGE>



long period of time may be small.
        Caa -- Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

        Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

        C -- Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

S&P (S&P may apply a plus (+) or a minus (-) to a particular rating
classification to show relative standing within that classification):

        AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

        AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

        A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

        BBB -- Bonds rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for bonds in this category than for bonds in higher rated categories.

        BB, B -- Bonds rated BB and B are regarded, on balance, as predominately
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. While such bonds will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

        CCC -- Bonds rated CCC have a currently identifiable vulnerability to
default, and are dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial, or economic conditions, they are not
likely to have the capacity to pay interest and repay principal. The CCC rating
category is also used for debt subordinated to senior debt that is assigned an
actual or implied B or B- rating.

        CC -- The rating CC typically is applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

        C -- The rating C typically is applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.






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<PAGE>



Duff:

        AAA    Highest credit quality. The risk factors are negligible being
               only slightly more than for risk-free U.S. Treasury debt.

        AA+    High credit quality Protection factors are strong. 
        AA     Risk is modest but may vary slightly from time to time 
        AA-    because of economic conditions.

        A+     Protection factors are average but adequate.  However,
        A      risk factors are more variable and greater in periods
        A-     of economic stress.  (Global Income Fund only)

        BBB+   Below average protection factors but still considered sufficient
        BBB    for prudent investment. Considerable variability in risk during 
        BBB-   economic cycles.

        BB+    Below investment grade but deemed likely to meet obligations when
        BB     due. Present or prospective financial protection factors 
        BB-    fluctuate according to industry conditions or company fortunes. 
               Overall quality may  move up or down frequently within this 
               category.

        B+     Below investment grade and possessing risk that obligations will
               not
        B      be met when due. Financial protection factors will fluctuate B- 
        B-     widely according to economic cycles, industry conditions and/or 
               company fortunes. Potential exists for frequent changes in the 
               rating within this category or into a higher or lower rating 
               grade.

        CCC    Well below investment grade securities. Considerable uncertainty
               exists as to timely payment of principal, interest or preferred
               dividends. Protection factors are narrow and risk can be
               substantial with unfavorable economic/industry conditions, and/or
               with unfavorable company developments.

Fitch (plus or minus signs are used with a rating symbol to indicate the
relative position of the credit within the rating category):

        AAA    Bonds considered to be investment grade and of the highest credit
               quality. The obligor has an exceptionally strong ability to pay
               interest and repay principal, which is unlikely to be affected by
               reasonably foreseeable events.

        AA     Bonds considered to be investment grade and of very high credit
               quality. The obligor's ability to pay interest and repay
               principal is very strong, although not quite as strong as bonds
               rated "AAA." Because bonds rated in the "AAA" and "AA" categories
               are not significantly vulnerable to foreseeable future
               developments, short-term debt of these issues is generally rated
               "F-1+."

        A      Bonds considered to be investment grade and of high credit
               quality. The obligor's ability to pay interest and repay
               principal is considered to be strong, but may be more vulnerable
               to adverse changes in economic conditions and circumstances than
               bonds with higher


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<PAGE>



               ratings.

        BBB    Bonds considered to be investment grade and of satisfactory
               credit quality. The obligor's ability to pay interest and repay
               principal is considered to be adequate. Adverse changes in
               economic conditions and circumstances, however, are more likely
               to have adverse impact on these bonds, and therefore impair
               timely payment. The likelihood that the ratings of these bonds
               will fall below investment grade is higher than for bonds with
               higher ratings.

        BB     Bonds are considered speculative. The obligor's ability to pay
               interest and repay principal may be affected over time by adverse
               economic changes. However, business and financial alternatives
               can be identified which could assist the obligor in satisfying
               its debt service requirements.

        B      Bonds are considered highly speculative. While bonds in this
               class are currently meeting debt service requirements, the
               probability of continued timely payment of principal and interest
               reflects the obligor's limited margin of safety and the need for
               reasonable business and economic activity throughout the life of
               the issue.

        CCC    Bonds have certain identifiable characteristics which, if not
               remedied, may lead to default. The ability to meet obligations
               requires an advantageous business and economic environment.

        CC     Bonds are minimally protected. Default in payment of interest
               and/or principal seems probable over time.

        C      Bonds are an imminent default in payment of interest or 
               principal.

IBCA:

        AAA    Obligations for which there is the lowest expectation of
               investment risk. Capacity for timely repayment of principal and
               interest is substantial such that adverse changes in business,
               economic or financial conditions are unlikely to increase
               investment risk significantly.

        AA     Obligations for which there is a very low expectation of
               investment risk. Capacity for timely repayment of principal and
               interest is substantial. Adverse changes in business, economic,
               or financial conditions may increase investment risk albeit not
               very significantly.

        A      Obligations for which there is a low expectation of investment
               risk. Capacity for timely repayment of principal and interest is
               strong, although adverse changes in business, economic, or
               financial conditions may lead to increased investment risk.

        BBB    Obligations for which there is currently a low expectation of
               investment risk. Capacity for timely repayment of principal and
               interest is adequate, although adverse changes in business,
               economic, or financial conditions are more likely to lead to
               increased investment risk than for obligations in higher
               categories.



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<PAGE>



        BB     Obligations for which there is a possibility of investment risk
               developing. Capacity for timely repayment of principal and
               interest exists, but is susceptible over time to adverse changes
               in business, economic, or financial conditions.

        B      Obligations for which investment risk exists. Timely repayment of
               principal and interest is not sufficiently protected against
               adverse changes in business, economic, or financial conditions.

        CCC    Obligations for which there is a current, perceived possibility
               of default. Timely repayment of principal and interest is
               dependent on favorable business, economic, or financial
               conditions.

        CC     Obligations which are highly speculative or which have a high 
               risk of default.

Thomson:

        AAA    The highest category; indicates ability to repay principal and
               interest on a timely basis is very high.

        AA     The second highest category; indicates a superior ability to
               repay principal and interest on a timely basis with limited
               incremental risk versus issues rated in the highest category.

        A      The third highest category; indicates the ability to repay
               principal and interest is strong. Issues rated "A" could be more
               vulnerable to adverse developments (both internal and external)
               than obligations with higher ratings.

        BBB    The lowest investment grade category; indicates an acceptable
               capacity to repay principal and interest. Issues rated "BBB" are,
               however, more vulnerable to adverse developments (both internal
               and external) than obligations with higher ratings.

        BB     While not investment grade, the "BB" rating suggests the
               likelihood of default is considerably less than for lower rated
               issues. However, there are significant uncertainties which could
               impact the ability to adequately service debt obligations.

        B      Issues rated "B" show a higher degree of uncertainty and
               therefore greater likelihood of default than better rated issues.
               Adverse developments could well affect the payment of interest
               and principal on a timely basis.

        CCC    Issues rated "CCC" clearly have a high degree of likelihood of
               default with little capacity to address further adverse changes
               in financial circumstances.

        CC     "CC" is applied to issues that are subordinate to other
               obligations rated "CCC" and are afforded less protection in the
               event of bankruptcy or reorganization.

SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)



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<PAGE>



Moody's description of its three highest short-term debt ratings:

        Prime-1      Issuers rated Prime-1 (or supporting institutions) have a
                     superior capacity for repayment of senior short-term
                     promissory obligations. Prime-1 repayment capacity will
                     normally be evidenced by many of the following
                     characteristics:

                         -Leading market positions in well-established
                         industries.

                         -High rates of return on funds employed.

                         -Conservative capitalization structures with moderate
                         reliance on debt and ample asset protection.

                         -Broad margins in earnings coverage of fixed financial
                         charges and high internal cash generation.

                         -Well-established access to a range of financial
                         markets and assured sources of alternate liquidity.

        Prime-2      Issuers rated Prime-2 (or supporting institutions) have a
                     strong capacity for repayment of senior short-term debt
                     obligations. This will normally be evidenced by many of the
                     characteristics cited above but to a lesser degree.
                     Earnings trends and coverage ratios, while sound, may be
                     more subject to variation. Capitalization characteristics,
                     while still appropriate, may be more affected by external
                     conditions. Ample alternate liquidity is maintained.

        Prime-3      Issuers rated Prime-3 (or supporting institutions) have an
                     acceptable ability for repayment of senior short-term
                     obligations. The effect of industry characteristics and
                     market compositions may be more pronounced. Variability in
                     earnings and profitability may result in changes in the
                     level of debt protection measurements and may require
                     relatively high financial leverage. Adequate alternate
                     liquidity is maintained.

S&P's description of its two highest short-term debt ratings:

        A-1          This designation indicates that the degree of safety
                     regarding timely payment is strong. Those issues determined
                     to have extremely strong safety characteristics are denoted
                     with a plus sign (+).

        A-2          Capacity for timely payment on issues with this designation
                     is satisfactory. However, the relative degree of safety is
                     not as high as for issues designated "A-1."

        A-3          Issues carrying this designation have adequate capacity for
                     timely payment. They are, however, more vulnerable to the
                     adverse effects of changes in circumstances than
                     obligations carrying the higher designations.



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<PAGE>



Duff's description of its two highest short-term debt ratings (Duff incorporates
gradations of "1+" (one plus) and "1-" (one minus) to assist investors in
recognizing quality differences within the highest rating category):

        Duff 1+      Highest certainty of timely payment. Short-term
                     liquidity, including internal operating factors and/or
                     access to alternative sources of funds, is outstanding, and
                     safety is just below risk-free U.S. Treasury short-term
                     obligations.

        Duff 1       Very high certainty of timely payment. Liquidity factors
                     are excellent and supported by good fundamental protection
                     factors. Risk factors are minor.

        Duff 1-      High certainty of timely payment. Liquidity factors are
                     strong and supported by good fundamental protection
                     factors. Risk factors are very small.

        Duff 2       Good certainty of timely payment. Liquidity factors and
                     company fundamentals are sound. Although ongoing funding
                     needs may enlarge total financing requirements, access to
                     capital markets is good. Risk factors are small.

Fitch's description of its two highest short-term debt ratings:

        F-1+         Exceptionally Strong Credit Quality. Issues assigned this
                     rating are regarded as having the strongest degree of
                     assurance for timely payment.

        F-1          Very Strong Credit Quality. Issues assigned this rating
                     reflect an assurance of timely payment only slightly less
                     in degree than issues rated F-1+.

        F-2          Good Credit Quality. Issues assigned this rating have a
                     satisfactory degree of assurance for timely payment, but
                     the margin of safety is not as great as for issues assigned
                     F-1+ or F-1 ratings.

IBCA's description of its two highest short-term debt ratings:

        A+           Obligations supported by the highest capacity for timely 
                     repayment.

        A1           Obligations supported by a very strong capacity for timely
                     repayment.

SHORT-TERM LOAN/MUNICIPAL NOTE RATINGS

Moody's description of its two highest short-term loan/municipal note ratings:

MIG-1/VMIG-1         This designation denotes best quality. There is present
                     strong protection by established cash flows, superior
                     liquidity support or demonstrated broad-based access to the
                     market for refinancing.

MIG-2/VMIG-2         This designation denotes high quality. Margins of
                     protection are ample although not so large as in the
                     preceding group.



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<PAGE>



S&P's description of its two highest municipal note ratings:

         SP-1     Very strong or strong capacity to pay principal and interest.
                  Those issues determined to possess overwhelming safety
                  characteristics will be given a plus (+) designation.

         SP-2     Satisfactory capacity to pay principal and interest.

Thomson's description of its two highest short-term ratings:

         TBW-1    The highest category; indicates the degree of safety regarding
                  timely repayment of principal and interest is very strong.

         TBW-2    The second highest category; while the degree of safety
                  regarding timely repayment of principal and interest is
                  strong, the relative degree of safety is not as high as for
                  issues rated "TBW-1".




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<PAGE>



                                   APPENDIX B

                  DESCRIPTION OF MONEY MARKET FUND INVESTMENTS

         Obligations Backed by Full Faith and Credit of the U.S. Government --
are bills, certificates of indebtedness, notes and bonds issued by (i) the U.S.
Treasury or (ii) agencies, authorities and instrumentalities of the U.S.
Government or other entities and backed by the full faith and credit of the U.S.
Government. Such obligations include, but are not limited to, obligations issued
by the Government National Mortgage Association, Farmers' Home Administration
and the Small Business Administration.

         Other U.S. Government Obligations -- are bills, certificates of
indebtedness, notes, and bonds issued by agencies, authorities and
instrumentalities of the U.S. Government which are supported by the right of the
issuer to borrow from the U.S. Treasury or by the credit of the agency,
authority or instrumentality itself. Such obligations include, but are not
limited to, obligations issued by the Tennessee Valley Authority, the Bank for
Cooperatives, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.

         Repurchase Agreements -- are agreements by which a Fund purchases a
U.S. Treasury or agency obligation and obtains a simultaneous commitment from
the seller (a domestic commercial bank or, to the extent permitted by the
Investment Company Act of 1940, a recognized securities dealer) to repurchase
the security at an agreed upon price and date. The resale price is in excess of
the purchase price and reflects an agreed upon market rate unrelated to the
coupon rate on the purchased security. Such transactions afford an opportunity
for the Fund to earn a return on temporarily available cash at no market risk,
although the Fund may be subject to various delays and risks of loss if the
seller is unable to meet its obligation to repurchase.

         Certificates of Deposit -- are certificates issued against funds
deposited in a bank, are for a definite period of time, earn a specified rate of
return, and are normally negotiable.

         Bankers' Acceptances -- are short-term credit instruments used to
finance the import, export, transfer or storage of goods. They are term
"accepted" when a bank guarantees their payment at maturity.

         Eurodollar Obligations -- obligations of foreign branches of U.S. 
         banks.

         Yankeedollar Obligations -- obligations of domestic branches of foreign
banks.

         Commercial Paper -- refers to promissory notes issued by corporations
in order to finance their short-term credit needs.

         Corporate Obligations -- include bonds and notes issued by corporations
in order to finance longer term credit needs.


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<PAGE>



                              FINANCIAL HIGHLIGHTS
<PAGE>

<PAGE>

                              Financial Statements

<PAGE>

                  PIMCO Advisors Funds
P I M C O         Annual Report

                  September 30, 1995



                  EQUITY FUNDS
                  Equity Income Fund
                  Value Fund
                  Growth Fund
                  Target Fund
                  Discovery Fund
                  Opportunity Fund
                  Innovation Fund
                  International Fund
                  Precious Metals Fund

                  INCOME FUNDS
                  High Income Fund
                  Total Return Income Fund
                  Tax Exempt Fund
                  U.S. Government Fund
                  Short-Intermediate Fund
                  Money Market Fund

<PAGE>

PIMCO ADVISORS EQUITY INCOME FUND                                             17
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $168,020,013) (Note
  2a)                                                      $  192,428,080
Cash                                                              173,572
Dividends receivable                                              639,229
Interest receivable                                               348,228
Receivable for investments
  sold                                                          3,474,819
Receivable for Fund shares
  sold                                                            413,569
Other assets                                                       21,856
                                                           --------------
    Total assets                                              197,499,353
LIABILITIES:
Payable for investments
  purchased                     $               7,188,612
Payable for Fund shares
  redeemed                                        844,181
Dividends payable                                   8,245
Accrued expenses:
  Investment advisory fee                         116,004
  Distribution fee                                108,042
  Servicing fee                                    38,668
  Other                                           186,591
                                                 --------
    Total liabilities                                           8,490,343
                                                           --------------
NET ASSETS                                                 $  189,009,010
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $  156,814,031
Undistributed net investment
  income                                                          570,020
Undistributed net realized
  gain on investments                                           7,216,892
Net unrealized appreciation on
  securities                                                   24,408,067
                                                           --------------
    Total net assets                                       $  189,009,010
                                                           ==============


CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($12,933,161
   DIVIDED BY 914,725 shares)                        $14.14
Sales charge--5.50% of public
  offering price                                       0.82
                                                  ---------
Maximum offering price                               $14.96
                                                  =========
CLASS B SHARES
Net asset value and offering
  price per share ($1,759,597
   DIVIDED BY 124,502 shares)                        $14.13
                                                  =========
Redemption price per share                            *
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($174,316,252
   DIVIDED BY 12,367,471 shares)                     $14.09
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    2,750,840
Dividends (including $173,239
  in dividends from foreign
  securities less $18,163 in
  foreign taxes withheld at
  source)                                                       4,893,976
                                                           --------------
    Total investment income                                     7,644,816
EXPENSES:
Investment advisory fee (Note
  3a)                           $               1,371,809
Distribution fee (Class B)
  (Note 3b)                                         1,553
Distribution fee (Class C)
  (Note 3b)                                     1,270,509
Servicing fee (Class A) (Note
  3b)                                              33,249
Servicing fee (Class B) (Note
  3b)                                                 518
Servicing fee (Class C) (Note
  3b)                                             423,503
Transfer agent and custody
  fees                                            332,000
Professional fees                                  61,000
Trustees' fees and expenses
  (Note 3c)                                        15,000
Shareholder reports and
  notices                                         105,000
Miscellaneous                                      71,015
                                                 --------
    Total expenses                                              3,685,156
                                                           --------------
    Net investment income                                       3,959,660
                                                           --------------
REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on security
  transactions                                                  7,637,491
Net realized gain on options
  written                                                          63,613
Net unrealized appreciation on
  securities                                                   13,910,233
Net unrealized appreciation on
  options written                                                   1,393
                                                           --------------
Net realized and unrealized
  gain on investments                                          21,612,730
                                                           --------------
Net increase in net assets
  resulting from operations                                $   25,572,390
                                                           ==============

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment income           $  3,959,660               $    3,201,384
Net realized gain on security
  transactions                     7,637,491                      580,367
Net realized gain on options 
  written                             63,613                       42,386
Net unrealized appreciation  
  (depreciation) on securities    13,910,233                   (3,119,826)
Net unrealized appreciation  
  (depreciation) on options  
  written                              1,393                       (1,393)
                                 -----------               --------------
Net increase in net assets   
  resulting from operations       25,572,390                      702,918
Dividends paid from net
  investment income   
  Class A                           (343,825)                    (309,331)
  Class B                             (6,134)                          --
  Class C                         (3,190,633)                  (2,978,345)
Distributions paid from net  
  realized gain on investments
  Class A                                 --                     (145,600)
  Class C                                 --                   (2,046,029)
Net equalization credits     
  (debits)
  (Note 2g)                         (108,468)                     212,929
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                       (26,748,176)                  97,822,458
                                 -----------               --------------
    Net increase (decrease) in
      net assets                  (4,824,846)                  93,259,000
NET ASSETS:
Beginning of year                193,833,856                  100,574,856
                                 -----------               --------------
End of year (including
  undistributed net investment
  income of $570,020 and     
  $213,610, respectively)       $189,009,010               $  193,833,856
                                 ===========               ==============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
18
PIMCO ADVISORS EQUITY INCOME FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--5.4%
$    1,700,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.72%, 10/6/95     $    1,698,649
     2,500,000  Corporate Asset Funding
                  Co., Inc., 5.77%,
                  10/13/95                      2,495,192
     1,000,000  Dresdner U.S. Finance
                  Inc., 5.73%, 10/3/95            999,682
     2,300,000  Goldman Sachs & Co.,
                  5.77%, 10/4/95                2,298,894
     2,000,000  Preferred Receivables
                  Funding Corp., 5.74%,
                  10/6/95                       1,998,406
       800,000  Sheffield Receivables
                  Corp., 6.55%, 10/2/95           799,854
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $10,290,677)           10,290,677
                                           --------------
                CONVERTIBLE BONDS AND
                  NOTES--22.0%
                CHEMICALS--1.0%
     1,300,000  Altera Corp., 5.75%,
                  6/15/02                       1,808,625
                                           --------------
                COMMUNICATION
                  EQUIPMENT--1.4%
     2,050,000  Network Equipment
                  Technologies, Inc.,
                  7.25%, 5/15/14                2,708,562
                                           --------------
                ELECTRONICS--5.0%
     2,250,000  Integrated Device
                  Technology, Inc.,
                  5.50%, 6/1/02                 2,500,313
     5,500,000  Motorola, Inc., 0.00%,
                  9/27/13                       5,005,000
     1,850,000  VLSI Technology, Inc.,
                  8.25%, 10/1/05                1,887,000
                                           --------------
                                                9,392,313
                                           --------------
                FINANCIAL SERVICES--1.5%
     2,050,000  First Financial
                  Management Corp.,
                  5.00%, 12/15/99               2,911,000
                                           --------------
                HEALTH MANAGEMENT--1.5%
     2,100,000  HEALTHSOUTH
                  Rehabilitation Corp.,
                  5.00%, 4/1/01                 2,919,000
                                           --------------
                LODGING--1.9%
     2,500,000  HFS, Inc., 4.50%, 10/1/99       3,640,625
                                           --------------
                RESTAURANTS--1.6%
    11,950,000  Boston Chicken Inc.,
                  0.00%, 6/1/15                 2,957,625
                                           --------------
                RETAIL--4.3%
     1,960,000  Baby Superstore, Inc.,
                  4.875%, 10/1/00               1,969,800
     2,000,000  Federated Department
                  Stores, Inc., 5.00%,
                  10/1/03                       2,050,000
     6,040,000  Office Depot Inc., 0.00%,
                  11/1/08                       4,107,200
                                           --------------
                                                8,127,000
                                           --------------
                TELECOMMUNICATIONS--2.2%
     4,000,000  WorldCom, Inc., 5.00%,
                  8/15/03                       4,090,000
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                UTILITIES: ELECTRIC--1.6%
$    2,900,000  Synoptics Communications,
                  Inc., 5.25%, 5/15/03     $    2,997,875
                                           --------------
                TOTAL CONVERTIBLE BONDS
                  AND NOTES
                  (Cost $37,068,596)           41,552,625
                                           --------------
                EXCHANGEABLE NOTES--4.2%
        94,275  Allstate Corp.,
                  Exchangeable into
                  shares of common stock
                  of PMI Group Inc.,
                  6.7647%, 4/15/98              4,018,472
        73,500  American Express Co.,
                  Exchangeable into
                  shares of common stock
                  of First Data Corp.,
                  6.25%, 10/15/96               3,822,000
                                           --------------
                TOTAL EXCHANGEABLE NOTES
                  (Cost $6,525,180)             7,840,472
                                           --------------
SHARES
- --------------
                COMMON STOCKS--54.6%
                APPAREL--1.6%
       118,700  Liz Claiborne, Inc.             2,997,175
                                           --------------
                BANKS--4.1%
        84,400  Bank of New York Co.,
                  Inc.                          3,924,600
        55,000  Bankers Trust Co. (N.Y.)        3,863,750
                                           --------------
                                                7,788,350
                                           --------------
                BEVERAGE--2.8%
       102,700  Pepsico, Inc.                   5,237,700
                                           --------------
                FINANCIAL SERVICES--4.5%
       130,300  American Express Co.            5,782,062
        52,200  Student Loan Marketing
                  Association                   2,818,800
                                           --------------
                                                8,600,862
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--8.6%
        47,400  Federal Paper Board Co.,
                  Inc.                          1,818,975
        22,600  Georgia-Pacific Corp.           1,977,500
        71,300  Kimberly-Clark Corp.            4,786,012
       102,100  Sonoco Products Co.             2,833,275
       122,800  Williams Cos., Inc. (The)       4,789,200
                                           --------------
                                               16,204,962
                                           --------------
                INSURANCE--3.7%
        47,600  Cigna Corp.                     4,956,350
        60,900  Mid Ocean Limited               2,101,050
                                           --------------
                                                7,057,400
                                           --------------
                MEDIA--1.4%
        89,700  Times Mirror Co., Class A       2,578,875
                                           --------------
                MEDICAL SUPPLIES--6.8%
        44,900  Bausch & Lomb, Inc.             1,857,737
       145,300  Baxter International,
                  Inc.                          5,975,463
        68,800  Johnson & Johnson               5,099,800
                                           --------------
                                               12,933,000
                                           --------------
                MISCELLANEOUS
                  MANUFACTURING--1.5%
        68,200  Shared Medical Systems
                  Corp.                         2,830,300
                                           --------------
                OIL AND GAS--2.0%
        59,700  Amoco Corp.                     3,828,263
                                           --------------
                OIL AND GAS
                  SERVICES--2.3%
       104,100  Halliburton Co.                 4,346,175
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS EQUITY INCOME FUND                                             19
- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                PHARMACEUTICALS--7.5%
        82,300  Merck & Co., Inc.          $    4,608,800
       150,700  Smithkline Beecham PLC
                  ADR                           7,629,188
        41,600  Upjohn Co.                      1,856,400
                                           --------------
                                               14,094,388
                                           --------------
                PUBLISHING--1.9%
       149,720  Jostens, Inc.                   3,518,420
                                           --------------
                UTILITIES: ELECTRIC--1.5%
       102,800  Illinova Corp.                  2,788,450
                                           --------------
                UTILITIES: GAS--0.9%
        99,600  Washington Energy Co.           1,705,650
                                           --------------
                UTILITIES: TELEPHONE
                  SYSTEMS--3.5%
        42,900  AT&T Corp.                      2,820,675
       146,900  MCI Communications Corp.        3,828,581
                                           --------------
                                                6,649,256
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $90,446,926)          103,159,226
                                           --------------
                CONVERTIBLE PREFERRED
                  STOCKS--15.6%
                COMPUTER SERVICES AND
                  SOFTWARE--3.2%
        92,550  General Motors Corp.,
                  Class E, Series C,
                  $3.25                         6,004,181
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--1.9%
       116,550  James River Corp., Series
                  P, 9.00%                      3,554,775
                                           --------------
                MACHINERY AND
                  ENGINEERING--2.2%
        44,010  Case Corp., Series A,
                  $4.50                         4,175,449
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                OFFICE EQUIPMENT--2.8%
        87,250  United Companies
                  Financial Corp., 6.75%   $    5,365,875
                                           --------------
                TELECOMMUNICATIONS--5.5%
        88,300  LCI International Inc.,
                  $1.25                         4,558,487
        44,500  MFS Communications Co.,
                  Inc., 8.00%                   1,852,313
        97,000  Mobile Telecommunications
                  Technologies Corp.,
                  $2.25                         4,074,000
                                           --------------
                                               10,484,800
                                           --------------
                TOTAL CONVERTIBLE
                  PREFERRED STOCKS
                  (Cost $23,688,634)           29,585,080
                                           --------------

TOTAL INVESTMENTS
  (Cost $168,020,013+)        101.8%    192,428,080
OTHER ASSETS AND
  LIABILITIES, NET             (1.8%)     (3,419,070)
                            -------  --------------
TOTAL NET ASSETS              100.0% $  189,009,010
                            =======  ==============

        +  The cost of investments for federal income tax
           purposes is $168,020,013. At September 30, 1995,
           net unrealized appreciation was $24,408,067. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $24,628,112 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $220,045.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
20
PIMCO ADVISORS VALUE FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $11,109,534) (Note
  2a)                                                      $   11,594,313
Cash                                                            1,202,664
Dividends receivable                                               28,298
Interest receivable                                                 5,481
Receivable for Fund shares
  sold                                                            449,114
Unamortized organization costs
  (Note 2j)                                                        47,395
                                                           --------------
    Total assets                                               13,327,265
LIABILITIES:
Payable for investments
  purchased                     $                 149,644
Payable for Fund shares
  redeemed                                          1,316
Accrued expenses:
  Investment advisory fee                           6,457
  Distribution fee                                  5,538
  Servicing fee                                     2,306
  Organization expense                             50,000
  Other                                             2,274
                                                  -------
    Total liabilities                                             217,535
                                                           --------------
NET ASSETS                                                 $   13,109,730
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $   12,603,390
Undistributed net investment
  income                                                           21,561
Net unrealized appreciation on
  securities                                                      484,779
                                                           --------------
    Total net assets                                       $   13,109,730
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($2,491,813
   DIVIDED BY 233,349 shares)                        $10.68
Sales charge--5.50% of public
  offering price                                       0.62
                                                  ---------
Maximum offering price                               $11.30
                                                  =========
CLASS B SHARES
Net asset value and offering
  price per share ($3,974,939
   DIVIDED BY 372,239 shares)                        $10.68
                                                  =========
Redemption price per share                            *
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($6,642,978
   DIVIDED BY 622,096 shares)                        $10.68
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Period Ended September 30, 1995*

INVESTMENT INCOME:
Interest                                                          $15,508
Dividends (including $403 in
  dividends from foreign
  securities less $102 in
  foreign taxes withheld at
  source)                                                          70,143
                                                                  -------
    Total investment income                                        85,651
EXPENSES:
Investment advisory fee (Note
  3a)                           $                  14,916
Distribution fee (Class B)
  (Note 3b)                                         5,125
Distribution fee (Class C)
  (Note 3b)                                         7,461
Servicing fee (Class A) (Note
  3b)                                               1,132
Servicing fee (Class B) (Note
  3b)                                               1,708
Servicing fee (Class C) (Note
  3b)                                               2,487
Transfer agent and custody
  fees                                              3,853
Professional fees                                     600
Organization costs                                  2,605
Miscellaneous                                         856
                                                   ------
    Total expenses                                                 40,743
                                                                  -------
    Net investment income                                          44,908
                                                                  -------
REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on security
  transactions                                                      1,147
Net unrealized appreciation on     
  securities                                                      484,779
                                                                  -------
Net realized and unrealized 
  gain on investments                                             485,926
                                                                  -------
Net increase in net assets  
  resulting from operations                                      $530,834
                                                                  ========
- ------------------
* The Fund commenced operations on June 27, 1995.

STATEMENT OF CHANGES IN NET ASSETS

                                   PERIOD ENDED
                                     SEPTEMBER
                                           30,
                                         1995*
                                   ------------
OPERATIONS:
Net investment income               $   44,908
Net realized gain on security
 transactions                            1,147
Net unrealized appreciation on
 securities                            484,779
                                   ------------
Net increase in net assets
 resulting from operations             530,834
Dividends paid from net
 investment income
  Class A                              (12,109)
  Class B                              (12,461)
  Class C                              (21,485)
Return of Capital
  Class A                               (2,772)
  Class B                               (2,852)
  Class C                               (4,919)
Net equalization credits (Note
 2g)                                    21,561
Net increase from Fund share
 transactions (Note 5)              12,613,933
                                   ------------
    Net increase in net assets      13,109,730
NET ASSETS:
Beginning of period                         --
                                   ------------
End of period (Including
 undistributed net investment
 income of $21,561)                 $13,109,730
                                   ============
- ------------------
* The Fund commenced operations on June 27, 1995.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS VALUE FUND                                                     21
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995
                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                COMMON STOCKS--88.4%
                ADVERTISING--0.3%
           700  Omnicom Group, Inc.        $       45,587

                                           --------------
                AEROSPACE--4.0%
         6,800  Northrop Grumman Corp.            413,950
         1,300  Raytheon Co.                      110,500
                                           --------------
                                                  524,450
                                           --------------
                APPAREL--0.3%
         1,000  Reebok International Ltd.          34,375
                                           --------------
                APPLIANCES--2.5%
        13,000  Maytag Corp.                      227,500
         2,000  Premark International,
                  Inc.                            101,750
                                           --------------
                                                  329,250
                                           --------------
                AUTOMOTIVE
                  MANUFACTURING--2.6%
         4,400  Chrysler Corp.                    233,200
         3,500  Ford Motor Co.                    108,937
                                           --------------
                                                  342,137
                                           --------------
                BANKS--6.6%
         1,500  Bankers Trust Co. (N.Y.)          105,375
         4,800  Chase Manhattan Corp.             293,400
         5,400  Mellon Bank Corp.                 240,975
         4,000  PNC Bancorp                       111,500
         2,800  Standard Federal
                  Bancorporation                  109,200
                                           --------------
                                                  860,450
                                           --------------
                BEVERAGE--2.2%
         4,600  Anheuser-Busch Cos., Inc.         286,925
                                           --------------
                BUILDING MATERIALS AND
                  CONSTRUCTION--0.4%
         2,300  Lennar Corp.                       50,025
                                           --------------
                CHEMICALS--1.7%
         1,800  Olin Corp.                        123,750
         1,300  Union Carbide Corp.                51,675
         1,800  Wellman, Inc.                      44,100
                                           --------------
                                                  219,525
                                           --------------
                COMMERCIAL SERVICES--2.3%
         6,600  PHH Corp.                         297,000
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--0.9%
         2,500  Sterling Software Inc.*           113,750
                                           --------------
                COMPUTERS--0.8%
         2,400  Seagate Technology*               101,100
                                           --------------
                COPPER--2.8%
         5,900  Phelps Dodge Corp.                369,487
                                           --------------
                COPYING--0.8%
           800  Xerox Corp.                       107,500
                                           --------------
                ELECTRONICS--1.4%
         3,800  Advanced Micro Devices,
                  Inc.*                           110,675
         3,600  EG&G Inc.                          70,200
                                           --------------
                                                  180,875
                                           --------------
                FINANCIAL SERVICES--1.5%
         5,000  Bear Stearns Companies,
                  Inc.                            107,500
         4,900  Paine Webber Group Inc.            96,775
                                           --------------
                                                  204,275
                                           --------------
                FOOD--0.9%
         2,200  IBP, Inc.                         117,425
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                FOREST AND PAPER
                  PRODUCTS--1.2%
         2,700  Federal Paper Board Co.,
                  Inc.                     $      103,612
           800  Willamette Industries,
                  Inc.                             53,400
                                           --------------
                                                  157,012
                                           --------------
                HEALTH MANAGEMENT--0.4%
         2,800  Tenet Healthcare Corp.*            48,650
                                           --------------
                INSURANCE--3.8%
         1,600  Aetna Life & Casualty Co.         117,400
           741  Allstate Corp.                     26,213
           800  Loews Corp.                       116,400
         8,600  Provident Life & Accident
                  Insurance Co. of
                  America, Class B                233,275
                                           --------------
                                                  493,288
                                           --------------
                LEISURE--1.7%
        11,200  Brunswick Corp.                   226,800
                                           --------------
                MACHINERY AND
                  ENGINEERING--3.6%
         5,900  Briggs & Stratton Corp.           237,475
         2,900  Deere & Co.                       235,987
                                           --------------
                                                  473,462
                                           --------------
                MEDICAL SUPPLIES--1.2%
         2,800  Baxter International,
                  Inc.                            115,150
         1,500  Beckman Instruments, Inc.          45,375
                                           --------------
                                                  160,525
                                           --------------
                MULTI-INDUSTRY--1.6%
         1,400  Textron Incorporated               95,550
           900  Unilever N.V. ADR                 117,000
                                           --------------
                                                  212,550
                                           --------------
                OIL AND GAS--8.0%
         2,700  Atlantic Richfield Co.            289,912
         1,600  Repsol, S.A. ADR                   50,800
         4,600  Texaco Inc.                       297,275
        17,600  Ultramar Corp.                    418,000
                                           --------------
                                                1,055,987
                                           --------------
                PHARMACEUTICALS--5.0%
         3,500  American Home Products
                  Corp.                           297,062
         1,600  Bristol-Myers Squibb Co.          116,600
         5,300  Upjohn Co.                        236,512
                                           --------------
                                                  650,174
                                           --------------
                PRINTING--2.5%
         4,900  Harland (John H.) Co.             108,412
         4,100  Harris Corp.                      224,988
                                           --------------
                                                  333,400
                                           --------------
                REAL ESTATE--0.8%
         3,200  Meditrust Corp.                   110,800
                                           --------------
                RETAIL--5.0%
         3,500  Fleming Cos., Inc.                 84,000
         7,400  K mart Corp.                      107,300
        10,200  Melville Corp.                    351,900
         2,900  Sears, Roebuck & Co.              106,938
                                           --------------
                                                  650,138
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
22
PIMCO ADVISORS VALUE FUND

- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                TELECOMMUNICATIONS--4.1%
        10,100  Comsat Corp.               $      227,250
         6,700  Pacific Telesis Group             206,025
         3,100  Southern New England
                  Telecommunications
                  Corp.                           109,663
                                           --------------
                                                  542,938
                                           --------------
                TEXTILES--0.8%
         2,800  Springs Industries, Inc.          109,900
                                           --------------
                TIRE AND RUBBER--0.8%
         2,700  Goodyear Tire & Rubber
                  Co. (The)                       106,313
                                           --------------
                TOBACCO--2.6%
         2,500  American Brands, Inc.             105,625
         2,800  Phillip Morris Cos.               233,800
                                           --------------
                                                  339,425
                                           --------------
                TRANSPORTATION: AIR--0.9%
         1,700  AMR Corp.*                        122,613
                                           --------------
                TRANSPORTATION:
                  RAIL--1.7%
         1,600  Conrail Inc.                      110,000
         2,100  GATX Corp.                        108,675
                                           --------------
                                                  218,675
                                           --------------
                UTILITIES: ELECTRIC--6.2%
         9,100  Detroit Edison Co.                293,475
         9,700  Pacific Gas & Electric
                  Co.                             289,788
         3,300  Texas Utilities Co.               115,088
         7,100  Washington Water Power
                  Co.                             114,488
                                           --------------
                                                  812,839
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                UTILITIES: GAS--2.7%
         8,500  NICOR Inc.                 $      231,625
         4,400  Peoples Energy Corp.              121,000
                                           --------------
                                                  352,625
                                           --------------
                WHOLESALE--1.8%
         7,900  Supervalu, Inc.                   232,063
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $11,109,534)           11,594,313
                                           --------------

TOTAL INVESTMENTS
  (Cost $11,109,534+)              88.4%     11,594,313
OTHER ASSETS AND LIABILITIES,
  NET                              11.6%      1,515,417
                                -------  --------------
TOTAL NET ASSETS                  100.0% $   13,109,730
                                ======== ==============

        +  The cost of investments for federal income tax
           purposes is $11,109,534. At September 30, 1995, net
           unrealized appreciation was $484,779. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of $597,079
           and aggregate gross unrealized depreciation of all
           investments on which there was an excess of tax
           cost over market value of $112,300.
        *  Non-income producing security.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS GROWTH FUND                                                    23
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $1,211,567,135)
  (Note 2a)                                                $1,455,535,238
Cash                                                              194,711
Dividends receivable                                            1,547,742
Receivable for investments
  sold                                                         16,007,712
Receivable for Fund shares
  sold                                                          2,473,666
Other assets                                                      134,944
                                                           --------------
    Total assets                                            1,475,894,013
LIABILITIES:
Payable for investments
  purchased                     $              34,110,310
Payable for Fund shares
  redeemed                                      3,187,669
Outstanding options written,
  at value (premiums received
  $3,166,613) (Notes 2c and 6)                  3,332,275
Accrued expenses:
  Investment advisory fee                         767,457
  Distribution fee                                793,625
  Servicing fee                                   292,014
  Other                                           768,630
                                               ----------
    Total liabilities                                          43,251,980
                                                           --------------
NET ASSETS                                                 $1,432,642,033
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $1,037,587,773
Undistributed net realized
  gain on investments                                         151,251,819
Net unrealized appreciation on
  securities                                                  243,968,103
Net unrealized depreciation on
  options written                                                (165,662)
                                                           --------------
    Total net assets                                       $1,432,642,033
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($134,818,843
   DIVIDED BY 5,239,354 shares)                      $25.73
Sales charge--5.50% of public
  offering price                                       1.50
                                                  ---------
Maximum offering price                               $27.23
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share ($7,671,110
   DIVIDED BY 307,623 shares)                        $24.94
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share ($1,290,152,080
   DIVIDED BY 51,739,024 shares)                     $24.94
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    5,539,259
Dividends (including
  $1,889,732 in dividends from
  foreign securities less
  $187,918 in foreign taxes
  withheld at source)                                          15,544,493
                                                           --------------
    Total investment income                                    21,083,752
EXPENSES:
Investment advisory fee (Note
  3a)                           $               8,268,603
Distribution fee (Class B)
  (Note 3b)                                         9,437
Distribution fee (Class C)
  (Note 3b)                                     8,548,085
Servicing fee (Class A) (Note
  3b)                                             289,263
Servicing fee (Class B) (Note
  3b)                                               3,146
Servicing fee (Class C) (Note
  3b)                                           2,849,362
Transfer agent and custody
  fees                                          1,678,998
Professional fees                                 135,999
Trustees' fees and expenses
  (Note 3c)                                        85,000
Shareholder reports and
  notices                                         649,999
Miscellaneous                                     257,993
                                                 --------
    Total expenses                                             22,775,885
                                                           --------------
    Net investment loss                                        (1,692,133)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on security
  transactions                                                170,814,216
Net realized loss on options
  written                                                     (10,517,641)
Net unrealized appreciation on
  securities                                                  107,005,178
Net unrealized depreciation on
  options written                                              (1,232,651)
                                                           --------------
Net realized and unrealized
  gain on investments                                         266,069,102
                                                           --------------
Net increase in net assets
  resulting from operations                                $  264,376,969
                                                           ==============

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -------------              --------------
OPERATIONS:
Net investment loss             $   (1,692,133)            $   (1,510,561)
Net realized gain on security
  transactions                     170,814,216                 61,977,601
Net realized gain (loss) on  
  options written                  (10,517,641)                16,170,895
Net unrealized appreciation  
  (depreciation) on securities     107,005,178                (70,142,685)
Net unrealized appreciation  
  (depreciation) on options  
  written                           (1,232,651)                    62,164
                                 -------------             --------------
Net increase in net assets   
  resulting from operations        264,376,969                  6,557,414
Distributions paid from net  
  realized gain on investments
  Class A                           (5,788,261)                (7,856,845)
  Class C                          (59,479,234)               (86,123,172)
Net increase from Fund share 
  transactions (Note 5)             40,836,714                105,119,489
                                 -------------             --------------
    Net increase in net assets     239,946,188                 17,696,886
NET ASSETS:
Beginning of year                1,192,695,845              1,174,998,959
                                 -------------             --------------
End of year                     $1,432,642,033             $1,192,695,845
                                 =============             ==============
     
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
24
PIMCO ADVISORS GROWTH FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995
PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                COMMERCIAL PAPER
                  GUARANTEED
                  BY LETTERS OF
                  CREDIT--0.3%
$    3,600,000  Matterhorn Capital Corp.,
                  5.71%, 10/27/95
                  guaranteed by Union
                  Bank of Switzerland
                (Cost $3,585,154)          $    3,585,154
                                           --------------
                SHORT-TERM NOTES--7.3%
    10,000,000  Asset Securitization
                  Corp., 5.73%, 10/10/95        9,985,675
     9,400,000  Bell Atlantic Network
                  Funding, 5.71%,
                  10/12/95                      9,383,600
     2,700,000  Ciesco, L.P., 5.77%,
                  10/23/95                      2,690,479
     5,000,000  Commonwealth Bank of
                  Australia, 6.45%,
                  10/3/95                       4,998,208
     4,000,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.73%, 10/3/95          3,998,727
    10,800,000  Corporate Asset Funding
                  Co., Inc., 5.77%,
                  10/12/95                     10,780,959
    10,500,000  Corporate Receivables
                  Corp., 5.72%, 10/18/95       10,471,638
     7,500,000  CXC, Inc., 5.77%,
                  10/27/95                      7,468,746
    12,000,000  Golden Managers
                  Acceptance Corp.,
                  5.76%, 10/4/95               11,994,240
     6,250,000  Preferred Receivables
                  Funding Corp., 5.74%,
                  10/5/95                       6,246,014
     6,000,000  Reed Elsevier Capital
                  Inc., 5.69%, 10/11/95         5,990,517
    10,000,000  Sheffield Receivables
                  Corp., 5.80%, 10/5/95         9,993,555
    10,000,000  USL Capital Corp., 5.70%,
                  10/26/95                      9,960,417
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $103,962,775)         103,962,775
                                           --------------
                U.S. GOVERNMENT AGENCY
                  OBLIGATIONS--0.3%
     5,000,000  FNMA, Discount Notes,
                  5.75%, 10/3/95
                (Cost $4,998,403)               4,998,403
                                           --------------

SHARES
- --------------
                COMMON STOCKS--93.7%
                APPLIANCES--2.3%
       975,000  Black & Decker Corp.           33,271,875
                                           --------------
                BANKS--6.9%
       470,000  Bank of New York Co.,
                  Inc.                         21,855,000
       480,000  Chemical Banking Corp.         29,220,000
       675,000  Citicorp                       47,756,250
                                           --------------
                                               98,831,250
                                           --------------
                BEVERAGE--3.1%
       860,000  Pepsico, Inc.                  43,860,000
                                           --------------
                COMMUNICATION
                  EQUIPMENT--1.0%
       200,000  Nokia Corporation ADR          13,950,000
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--14.4%
       585,000(a) Cisco Systems, Inc.*         40,365,000
       600,000  Computer Associates
                  International, Inc.          25,350,000
       500,000  Computer Sciences Corp.*       32,187,500

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
       570,000(a) Electronic Arts Inc.*    $   20,947,500
       250,000  First Data Corp.               15,500,000
       650,000(a) Informix Corp.*              21,125,000
       375,000  Microsoft Corp.*               33,937,500
       450,000  Oracle Systems Corp.*          17,268,750
                                           --------------
                                              206,681,250
                                           --------------
                COMPUTERS--1.0%
       170,000  Hewlett-Packard Co.            14,173,750
                                           --------------
                ELECTRONICS--6.4%
       200,000  Applied Materials, Inc.*       20,450,000
       825,000  Loral Corp.                    47,025,000
       425,000(a) LSI Logic Corp.*             24,543,750
                                           --------------
                                               92,018,750
                                           --------------
                ENTERTAINMENT AND
                  LEISURE--4.3%
       440,000  Disney (Walt) Company
                  (The)                        25,245,000
       730,000  Viacom, Inc., Class B*         36,317,500
                                           --------------
                                               61,562,500
                                           --------------
                FINANCIAL SERVICES--5.1%
       680,000  American Express Co.           30,175,000
       417,000  Green Tree Financial
                  Corp.                        25,437,000
       290,000  MGIC Investment Corp.          16,602,500
                                           --------------
                                               72,214,500
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--5.9%
       425,000  Bowater Inc.                   19,815,625
       320,000  Georgia-Pacific Corp.          28,000,000
       550,000  Kimberly-Clark Corp.           36,918,750
                                           --------------
                                               84,734,375
                                           --------------
                HEALTH MANAGEMENT--2.6%
       780,000  Columbia HCA Healthcare
                  Corp.                        37,927,500
                                           --------------
                INSURANCE--4.3%
       365,000  American International
                  Group Inc.                   31,025,000
       290,000  Cigna Corp.                    30,196,250
                                           --------------
                                               61,221,250
                                           --------------
                MACHINERY AND
                  ENGINEERING--1.5%
       260,000  Deere & Co.                    21,157,500
                                           --------------
                MEDIA--3.7%
     1,265,000  Comcast Corp. Class A          25,300,000
       410,000  Infinity Broadcasting
                  Corp. Class A*               13,427,500
       540,000  Liberty Media
                  Group-Series A*              14,445,000
                                           --------------
                                               53,172,500
                                           --------------
                MEDICAL SUPPLIES--8.2%
       520,000  Guidant Corp.                  15,210,000
       525,000  Heart Technology, Inc.*        14,634,375
       600,000  Johnson & Johnson              44,475,000
       800,000  Medtronic, Inc.                43,000,000
                                           --------------
                                              117,319,375
                                           --------------
                OIL AND GAS--3.4%
       500,000  Amoco Corp.                    32,062,500
       180,000  British Petroleum Co. PLC
                  ADR                          16,177,500
                                           --------------
                                               48,240,000
                                           --------------
                OIL AND GAS
                  SERVICES--2.4%
       540,000  Schlumberger Ltd.              35,235,000
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS GROWTH FUND                                                    25
- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                PHARMACEUTICALS--9.3%
     1,000,000  Amgen Inc.*                $   49,875,000
       750,000  Merck & Co., Inc.              42,000,000
       520,000  Smithkline Beecham PLC
                  ADR                          26,325,000
       340,000  Upjohn Co.                     15,172,500
                                           --------------
                                              133,372,500
                                           --------------
                RETAIL--2.8%
       760,000  Federated Department
                  Stores, Inc.*                21,565,000
       600,000  Office Depot Inc.*             18,075,000
                                           --------------
                                               39,640,000
                                           --------------
                TELECOMMUNICATIONS--2.0%
       700,000  Vodafone Group PLC ADR         28,700,000
                                           --------------
                UTILITIES: TELEPHONE
                  SYSTEMS--3.1%
       324,000  AT&T Corp.                     21,303,000
       875,000  MCI Communications Corp.       22,804,687
                                           --------------
                                               44,107,687
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $1,096,434,198)     1,341,391,562
                                           --------------

CONTRACTS
- --------------
                PURCHASED PUT
                  OPTIONS--0.1%
           937  Standard & Poor's 500
                  Index, expiring October
                  '95 @ $570                      169,831
         1,578  Standard & Poor's 500
                  Index, expiring October
                  '95 @ $575                      384,638
         1,545  Standard & Poor's 500
                  Index, expiring
                  December '95 @ $575           1,042,875
                                           --------------
                TOTAL PURCHASED PUT
                  OPTIONS
                  (Cost $2,586,605)             1,597,344
                                           --------------

                TOTAL SECURITIES OWNED
                  (Cost
                  $1,211,567,135+)          1,455,535,238
                                            --------------
                OUTSTANDING PUT OPTIONS WRITTEN--(0.1%)
         2,515  Standard & Poor's 500 Index,
                  expiring October '95 @ $545    (125,750)
         1,545  Standard & Poor's 500 Index,
                  expiring December '95 @ $540   (424,875)
                                            --------------
                TOTAL OUTSTANDING PUT OPTIONS
                  WRITTEN
                  (Premiums Received $708,074)   (550,625)
                                            --------------

                                  VALUE
CONTRACTS                         (NOTE 2)
- ------------                      --------------
                OUTSTANDING CALL OPTIONS
                  WRITTEN--(0.2%)
           350  Cisco Systems, Inc.,
                  expiring October '95 @
                  $70                      $      (67,812)
         2,000  Electronic Arts, Inc.,
                  expiring October '95 @
                  $40                            (150,000)
           700  Informix Corp., expiring
                  November '95 @ $35             (109,375)
           500  LSI Logic Corp., expiring
                  November '95 @ $65             (125,000)
         1,545  Standard & Poor's 500
                  Index, expiring
                  December '95 @ $590          (1,757,438)
         1,578  Standard & Poor's 500
                  Index, expiring October
                  '95 @ $590                     (572,025)
                                           --------------
                TOTAL OUTSTANDING CALL
                  OPTIONS WRITTEN
                  (Premiums Received
                  $2,458,539)                  (2,781,650)
                                           --------------

TOTAL INVESTMENTS, NET
  OF OUTSTANDING
  OPTIONS WRITTEN
  (Cost $1,214,733,748)    101.4%  1,452,202,963
OTHER ASSETS AND
  LIABILITIES, NET          (1.4%)    (19,560,930)
                         -------  --------------
TOTAL NET ASSETS           100.0% $1,432,642,033
                        ========   =============

        +  The cost of investments for federal income tax
           purposes is $1,211,567,135. At September 30, 1995,
           net unrealized appreciation was $243,968,103. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $251,951,868 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $7,983,765

      (a)  See Outstanding Call Options Written

        *  Non-income producing securities

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
26
PIMCO ADVISORS TARGET FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $784,970,763) (Note
  2a)                                                      $  930,078,268
Cash                                                           16,452,116
Dividends receivable                                              347,272
Receivable for investments
  sold                                                          8,452,783
Receivable for Fund shares
  sold                                                          2,887,634
Unamortized organization costs
  (Note 2j)                                                        22,150
Other assets                                                       73,463
                                                           --------------
    Total assets                                              958,313,686
LIABILITIES:
Payable for investments
  purchased                     $              43,392,247
Payable for Fund shares
  redeemed                                      3,271,971
Outstanding options written,
  at value (premiums received
  $164,097) (Notes 2c and 6)                       61,725
Accrued expenses:
  Investment advisory fee                         531,470
  Distribution fee                                486,321
  Servicing fee                                   186,875
  Other                                           558,169
                                               ----------
    Total liabilities                                          48,488,778
                                                           --------------
NET ASSETS                                                 $  909,824,908
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $  666,384,565
Undistributed net realized
  gain on investments                                          98,230,466
Net unrealized appreciation on
  securities                                                  145,107,505
Net unrealized appreciation on
  options written                                                 102,372
                                                           --------------
    Total net assets                                       $  909,824,908
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($121,915,099
   DIVIDED BY 7,432,771 shares)                      $16.40
Sales charge--5.50% of public
  offering price                                       0.95
                                                  ---------
Maximum offering price                               $17.35
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share ($7,554,310
   DIVIDED BY 470,488 shares)                        $16.06
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share ($780,355,499
   DIVIDED BY 48,606,379 shares)                     $16.05
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    3,959,769
Dividends (including $376,424
  in dividends from foreign
  securities less $56,281 in
  foreign taxes withheld at
  source)                                                       4,232,580
                                                           --------------
    Total investment income                                     8,192,349
EXPENSES:
Investment advisory fee (Note
  3a)                           $               5,294,008
Distribution fee (Class B)
  (Note 3b)                                         8,862
Distribution fee (Class C)
  (Note 3b)                                     4,801,612
Servicing fee (Class A) (Note
  3b)                                             251,511
Servicing fee (Class B) (Note
  3b)                                               2,954
Servicing fee (Class C) (Note
  3b)                                           1,600,537
Transfer agent and custody
  fees                                          1,239,000
Professional fees                                 101,000
Trustees' fees and expenses
  (Note 3c)                                        40,000
Shareholder reports and
  notices                                         470,000
Miscellaneous                                     219,221
                                                 --------
    Total expenses                                             14,028,705
                                                           --------------
    Net investment loss                                        (5,836,356)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on security
  transactions                                                109,353,427
Net realized gain on options
  written                                                         416,535
Net unrealized appreciation on
  securities                                                   76,693,775
Net unrealized depreciation on
  options written                                                (133,389)
                                                           --------------
Net realized and unrealized
  gain on investments                                         186,330,348
                                                           --------------
Net increase in net assets
  resulting from operations                                $  180,493,992
                                                           ==============

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment loss             $ (5,836,356)              $   (5,077,201)
Net realized gain on security
  transactions                   109,353,427                    3,802,971
Net realized gain on options 
  written                            416,535                    2,633,738
Net unrealized appreciation on
  securities                      76,693,775                   21,546,914
Net unrealized appreciation  
  (depreciation) on options  
  written                           (133,389)                     235,761
                                 -----------               --------------
Net increase in net assets   
  resulting from operations      180,493,992                   23,142,183
Distributions paid from net  
  realized gain on investments
  Class A                         (1,095,474)                    (557,437)
  Class C                         (7,061,265)                  (3,425,673)
Net increase from Fund share 
  transactions (Note 5)           90,917,353                  280,386,122
                                 -----------               --------------
    Net increase in net assets   263,254,606                  299,545,195
NET ASSETS:
Beginning of year                646,570,302                  347,025,107
                                 -----------               --------------
End of year                     $909,824,908               $  646,570,302
                                ============               ==============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS TARGET FUND                                                    27
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--11.1%
$    7,000,000  Bass Financial (C.I)
                  Ltd., 5.80%,11/1/95      $    6,965,039
     7,800,000  Bell Atlantic Network
                  Funding Corp., 5.85%,
                  10/25/95                      7,769,580
     6,500,000  Ciesco, L.P., 5.70%,
                  10/20/95                      6,480,446
     6,300,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.78%, 10/11/95         6,289,885
     6,000,000  Corporate Asset Funding
                  Co., Inc., 5.77%,
                  10/13/95                      5,988,460
     5,000,000  Corporate Receivables
                  Corp., 5.80%, 11/14/95        4,964,555
     7,200,000  CSW Credit Inc., 5.72%,
                  10/24/95                      7,173,688
     7,100,000  CXC, Inc., 5.77%,
                  10/27/95                      7,070,413
     1,600,000  Dresdner U.S. Finance
                  Inc., 5.72%, 10/3/95          1,599,492
     5,000,000  Eiger Capital Corp.,
                  5.72%, 10/17/95               4,987,289
     4,400,000  Falcon Asset
                  Securitization Corp.,
                  5.72%, 10/13/95               4,391,611
     4,900,000  Golden Managers
                  Acceptance Corp.,
                  5.76%, 10/4/95                4,897,648
     5,500,000  Goldman Sachs & Co.,
                  5.77%, 10/4/95                5,497,355
     6,000,000  Koch Industries Inc.,
                  6.05%, 10/6/95                5,994,958
     3,100,000  McKenna Triangle National
                  Corp., 5.71%, 10/18/95        3,091,641
       500,000  National Rural Utilities
                  Cooperative Finance
                  Corp., 5.73%, 10/4/95           499,761
     5,000,000  Preferred Receivables
                  Funding Corp., 5.74%,
                  10/5/95                       4,996,811
     5,700,000  Sheffield Receivables
                  Corp., 5.80%, 10/5/95         5,696,327
     6,800,000  USL Capital Corp.,
                  5.74%-5.75%,
                  10/3/95-10/19/95              6,791,451
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $101,146,410)         101,146,410
                                           --------------

SHARES
- --------------
                COMMON STOCKS AND
                  WARRANTS--91.1%
                APPAREL--2.0%
       361,500  Liz Claiborne, Inc.             9,127,875
       391,800  Warnaco Group Inc., Class
                  A*                            9,403,200
                                           --------------
                                               18,531,075
                                           --------------
                AUTOMOTIVE
                  MANUFACTURING--2.7%
     1,009,000  Harley-Davidson, Inc.          24,594,375
                                           --------------
                CHEMICALS--2.9%
       243,800  Potash Corporation of
                  Saskatchewan, Inc.           15,176,550
       405,600  Praxair, Inc.                  10,849,800
                                           --------------
                                               26,026,350
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--7.1%
       184,500  Broderbund Software,
                  Inc.*                        14,045,062
       332,200  Ceridian Corp.*                14,741,375
       559,400  FIserv, Inc.*                  16,152,675
       211,800  Peoplesoft, Inc.*              19,247,325
                                           --------------
                                               64,186,437
                                           --------------
                COMPUTERS--2.4%
       251,000  Dell Computer Corp.*           21,335,000
                                           --------------
                ELECTRONICS--11.6%
       220,600  AVX Corp.*                      7,390,100
       547,500  Diebold, Inc.                  25,390,312
       215,100  KLA Instruments Corp.*         17,261,775

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
       295,300  MEMC Electronic
                  Materials, Inc.*         $    8,010,012
       410,000(a) Teradyne, Inc.*              14,760,000
       309,800  UCAR International Inc.*        8,442,050
       582,570  Vishay Intertechnology,
                  Inc.*                        24,467,940
                                           --------------
                                              105,722,189
                                           --------------
                ENTERTAINMENT AND
                  LEISURE--1.7%
       523,000  GTECH Holdings Corp.*          15,755,375
                                           --------------
                FINANCIAL SERVICES--3.2%
       886,600  Countrywide Credit
                  Industries Inc.              20,835,100
       350,500  Mercury Finance Corp.           8,543,437
                                           --------------
                                               29,378,537
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--4.7%
       386,900  Bowater Inc.                   18,039,212
       770,500  James River Corp. of
                  Virginia                     24,656,000
                                           --------------
                                               42,695,212
                                           --------------
                HEALTH CARE--1.2%
       436,800  Lincare Holdings, Inc.*        11,247,600
                                           --------------
                HEALTH MANAGEMENT--1.0%
       351,700  HEALTHSOUTH
                  Rehabilitation Corp.*         8,968,350
                                           --------------
                HEAVY MACHINERY--1.7%
       412,200  Case Corp.                     15,148,350
                                           --------------
                INSURANCE--6.5%
       850,100  Alexander & Alexander
                  Services Inc.                20,614,925
       306,100  American Re Corp.              11,784,850
       290,400  Mid Ocean Limited              10,018,800
       354,900  PMI Group, Inc.                16,813,388
                                           --------------
                                               59,231,963
                                           --------------
                LODGING--3.5%
       609,300  HFS, Inc.*                     31,912,088
                                           --------------
                MEDIA--4.1%
       166,900  Clear Channel
                  Communications, Inc.*        12,642,675
       427,300  Gartner Group, Inc.,
                  Class A*                     13,994,075
       172,355  Scholastic Corp.*              10,815,276
                                           --------------
                                               37,452,026
                                           --------------
                MEDICAL SUPPLIES--5.7%
       247,000  Bausch & Lomb, Inc.            10,219,625
     1,415,800  Guidant Corp.                  41,412,150
                                           --------------
                                               51,631,775
                                           --------------
                MISCELLANEOUS
                  MANUFACTURING--1.3%
       308,700  Millipore Corp.                11,576,250
                                           --------------
                PHARMACEUTICALS--3.1%
       261,700  Genzyme Corp.*                 15,178,600
       661,800  Mylan Laboratories Inc.        13,236,000
                                           --------------
                                               28,414,600
                                           --------------
                RESTAURANTS--4.7%
     1,143,100  Boston Chicken, Inc.*          29,863,488
       339,400  Starbucks Corp.*               12,854,775
                                           --------------
                                               42,718,263
                                           --------------
                RETAIL--9.5%
       153,200  Baby Superstore, Inc.*          6,913,150
       108,300  CompUSA, Inc.*                  4,656,900
       577,700  General Nutrition Cos.
                  Inc.*                        26,285,350
       264,500  Gymboree Corp.*                 7,968,063

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
28
PIMCO ADVISORS TARGET FUND

- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
       909,500  OfficeMax, Inc.*           $   22,055,375
       554,300  PetSmart, Inc.*                18,707,625
                                           --------------
                                               86,586,463
                                           --------------
                TELECOMMUNICATIONS--9.3%
        53,250  American Satellite
                  Network Inc.
                  (warrants expire
                  6/30/99)*                             0
       258,550  Andrew Corp.*                  15,803,870
       202,300  MFS Communications Co.*         8,850,625
       443,440  Millicom International
                  Cellular SA*                 14,245,510
       292,500  Paging Network, Inc.*          14,040,000
       244,000  Qualcomm, Inc.*                11,193,500
       487,800  Tellabs, Inc.*                 20,548,575
                                           --------------
                                               84,682,080
                                           --------------
                UTILITIES: GAS--1.2%
       675,000  ENSERCH Corp.                  11,137,500
                                           --------------
                TOTAL COMMON STOCKS AND
                  WARRANTS
                  (Cost $683,824,353)         828,931,858
                                           --------------

TOTAL SECURITIES OWNED
  (Cost $784,970,763+)                  930,078,268
                                     --------------
                                     VALUE
CONTRACTS                            (NOTE 2)
- --------                             --------------
                OUTSTANDING CALL OPTIONS
                  WRITTEN--(0.0%)
           823  Teradyne, Inc., expiring
                  October'95 @ $40
                (Premiums Received
                  $164,097)                $      (61,725)
                                           --------------

TOTAL INVESTMENTS, NET OF
  OUTSTANDING OPTIONS
  WRITTEN
  (Cost $784,806,665)         102.2%    930,016,543
OTHER ASSETS AND
  LIABILITIES, NET             (2.2%)    (20,191,635)
                            -------  --------------
TOTAL NET ASSETS              100.0% $  909,824,908
                            =======  ==============

        +  The cost of investments for federal income tax
           purposes is $784,970,763. At September 30, 1995,
           net unrealized appreciation was $145,107,505. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $150,710,170 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $5,602,665.
      (a)  See Outstanding Call Options Written
        *  Non-income producing securities

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS DISCOVERY FUND                                                 29
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $33,613,807) (Note
  2a)                                                      $   35,269,270
Cash                                                            5,200,062
Dividends receivable                                               14,142
Interest receivable                                                17,880
Receivable for investments
  sold                                                             61,595
Receivable for Fund shares
  sold                                                          1,088,841
Unamortized organization costs
  (Note 2j)                                                        47,395
                                                           --------------
    Total assets                                               41,699,185
LIABILITIES:
Payable for investments
  purchased                     $               2,815,166
Payable for Fund shares
  redeemed                                         28,174
Accrued expenses:
  Investment advisory fee                          21,243
  Distribution fee                                 16,905
  Servicing fee                                     7,081
  Organization expense                             50,000
  Other                                             9,720
                                                 --------
    Total liabilities                                           2,948,289
                                                           --------------
NET ASSETS                                                 $   38,750,896
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $   37,609,798
Accumulated net realized loss
  on investments                                                 (514,365)
Net unrealized appreciation on
  securities                                                    1,655,463
                                                           --------------
    Total net assets                                       $   38,750,896
                                                           ==============
CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($7,658,324
   DIVIDED BY 703,423 shares)                        $10.89
Sales charge--5.50% of public
  offering price                                       0.63
                                                  ---------
Maximum offering price                               $11.52
                                                  =========
CLASS B SHARES
Net asset value and offering
  price per share ($10,832,452
   DIVIDED BY 997,019 shares)                        $10.86
                                                  =========
Redemption price per share                            *
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($20,260,120
   DIVIDED BY 1,864,790 shares)                      $10.86
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Period Ended September 30, 1995*

INVESTMENT INCOME:
Interest                                                   $       55,841
Dividends                                                          38,278
                                                           --------------
    Total investment income                                        94,119
EXPENSES:
Investment advisory fee (Note
  3a)                           $                  46,638
Distribution fee (Class B)
  (Note 3b)                                        13,137
Distribution fee (Class C)
  (Note 3b)                                        23,425
Servicing fee (Class A) (Note
  3b)                                               3,359
Servicing fee (Class B) (Note
  3b)                                               4,379
Servicing fee (Class C) (Note
  3b)                                               7,808
Transfer agent and custody
  fees                                              9,825
Professional fees                                   3,100
Miscellaneous                                       5,225
                                                   ------
    Total expenses                                                116,896
                                                           --------------
    Net investment loss                                           (22,777)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  transactions                                                   (514,365)
Net unrealized appreciation on
  securities                                                    1,655,463
                                                           --------------
Net realized and unrealized
  gain on investments                                           1,141,098
                                                           --------------
Net increase in net assets
  resulting from operations                                $    1,118,321
                                                           ==============
- ------------------
* The Fund commenced operations on June 27, 1995.

STATEMENT OF CHANGES IN NET ASSETS

                                   PERIOD ENDED
                                     SEPTEMBER
                                           30,
                                         1995*
                                   ------------
OPERATIONS:
Net investment loss                 $  (22,777)
Net realized loss on security
 transactions                         (514,365)
Net unrealized appreciation on
 securities                          1,655,463
                                   ------------
Net increase in net assets
 resulting from operations           1,118,321
Net increase from Fund share
 transactions (Note 5)              37,632,575
                                   ------------
  Net increase in net assets        38,750,896
NET ASSETS:
Beginning of period                         --
                                   ------------
End of period                       $38,750,896
                                   ============
- ------------------
* The Fund commenced operations on June 27, 1995.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
30
PIMCO ADVISORS DISCOVERY FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                COMMON STOCKS--91.0%
                BANKS--8.4%
        17,500  Associated Banc-Corp       $      643,125
        18,900  Centura Banks Inc.                628,425
        42,500  City National Corp.               563,125
        11,800  Midlantic Corp.                   640,150
        24,000  Summit Bancorporation             669,000
         2,600  Union Bank/San Francisco,
                  CA                              137,800
                                           --------------
                                                3,281,625
                                           --------------
                BEVERAGE--1.6%
        12,800  Canandaigua Wine Co.,
                  Class A*                        622,400
                                           --------------
                CHEMICALS--1.4%
        10,100  Cabot Corp.                       536,562
                                           --------------
                COMMERCIAL SERVICES--1.2%
        16,700  Manpower, Inc.                    484,300
                                           --------------
                COMMUNICATION
                  EQUIPMENT--1.9%
        18,100  Network Equipment
                  Technologies, Inc.*             753,413
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--7.7%
        15,200  Cadence Design Systems
                  Inc.*                           596,600
        22,800  NetManage, Inc.*                  541,500
        10,900  Parametric Technology
                  Corp.*                          670,350
        13,900  Read-Rite Corp.*                  507,350
        14,900  Softkey International,
                  Inc.*                           659,325
                                           --------------
                                                2,975,125
                                           --------------
                CONTAINERS--0.2%
         2,100  Ball Corp.                         62,213
                                           --------------
                ELECTRONICS--20.6%
        18,500  Atmel Corp.*                      624,375
        19,500  Belden, Inc.                      511,875
        17,500  Credence Systems Corp.*           634,375
        18,400  FSI International Inc.*           611,800
        13,130  Harman International
                  Industries, Inc.                643,370
         6,800  KLA Instruments Corp.*            545,700
        15,700  Kulicke & Soffa
                  Industries, Inc.*               573,050
        12,700  Lattice Semiconductor
                  Corp.*                          515,938
        16,900  Methode Electronics Inc.,
                  Class A                         388,700
        15,400  S3 Inc.*                          537,075
         7,200  Sierra Semiconductor
                  Corp.*                          353,700
        14,100  Silicon Valley Group
                  Inc.*                           544,613
        13,700  Tencor Instruments*               606,225
        15,000  Teradyne, Inc.*                   540,000
         8,300  Wyle Electronics                  372,462
                                           --------------
                                                8,003,258
                                           --------------
                ENVIRONMENTAL
                  CONTROL--0.9%
         8,800  United Waste Systems,
                  Inc.                            367,400
                                           --------------
                FINANCIAL SERVICES--5.6%
        13,900  Finova Group Inc.                 618,550
        10,400  Green Tree Financial
                  Corp.                           634,400
        18,950  Money Store, Inc. (The)           897,755
                                           --------------
                                                2,150,705
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--2.6%
        11,100  Bowater Inc.                      517,537
        51,100  Domtar Inc.*                      472,675
                                           --------------
                                                  990,212
                                           --------------
                HEALTH CARE--1.3%
        19,400  Lincare Holdings, Inc.*           499,550
                                           --------------
                HEALTH MANAGEMENT--5.1%
        17,000  Health Management
                  Associates, Inc.*               546,125
        30,100  Ornda HealthCorp*                 639,625
        11,400  Physician Reliance
                  Network, Inc.*                  421,800
        10,500  Universal Health
                  Services, Inc., Class
                  B*                              359,625
                                           --------------
                                                1,967,175
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- ------                                     --------------
                INDUSTRIAL
                  COMPONENTS--3.0%
        14,200  IDEX Corp.                 $      507,650
        16,600  Roper Industries Corp.            643,250
                                           --------------
                                                1,150,900
                                           --------------
                INSURANCE--9.5%
        21,100  Citizens Corp.                    400,900
        17,800  Mid Ocean Limited                 614,100
        16,100  National Re Corp.                 569,538
        16,800  Penncorp Financial Group,
                  Inc.                            401,100
        19,100  Protective Life Corp.             558,675
        10,900  Reinsurance Group of
                  America                         384,225
        10,300  Selective Insurance Group         375,950
         9,600  Vesta Insurance Group,
                  Inc.                            372,000
                                           --------------
                                                3,676,488
                                           --------------
                MACHINERY AND
                  ENGINEERING--1.3%
        11,100  AGCO Corp.                        505,050
                                           --------------
                MEDIA--3.2%
         7,400  United Television Inc.            660,450
        19,400  United Video Satellite
                  Group, Inc.*                    577,150
                                           --------------
                                                1,237,600
                                           --------------
                MEDICAL SUPPLIES--4.5%
        29,100  Amsco International,
                  Inc.*                           578,363
        21,300  Guidant Corp.                     623,025
        13,500  Sybron International
                  Corp.*                          543,375
                                           --------------
                                                1,744,763
                                           --------------
                MISCELLANEOUS
                  MANUFACTURING--2.0%
        16,200  Smith (A.O.) Corp.                419,175
        10,200  Standex International
                  Corp.                           371,025
                                           --------------
                                                  790,200
                                           --------------
                MULTI-INDUSTRY--1.5%
        12,700  First Brands Corp.                571,500
                                           --------------
                PHARMACEUTICALS--1.6%
        15,400  Watson Pharmaceuticals
                  Inc.*                           631,400
                                           --------------
                RETAIL--1.2%
        21,500  Hollywood Entertainment
                  Corp.*                          460,906
                                           --------------
                TELECOMMUNICATIONS--1.5%
        21,400  Frontier Corp.                    569,775
                                           --------------
                TRANSPORTATION:
                  RAIL--3.2%
        11,000  GATX Corp.                        569,250
        10,000  Wisconsin Central
                  Transportation Corp.*           667,500
                                           --------------
                                                1,236,750
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $33,613,807)           35,269,270
                                           --------------

TOTAL INVESTMENTS
  (Cost $33,613,807+)              91.0%       35,269,270
OTHER ASSETS AND LIABILITIES,
  NET                               9.0%        3,481,626
                                -------    --------------
TOTAL NET ASSETS                  100.0%   $   38,750,896
                                =======    ==============
   
        +  The cost of investments for federal income tax
           purposes is $33,613,807. At September 30, 1995, net
           unrealized appreciation was $1,655,463. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $2,213,176 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $557,713.

        *  Non-income producing securities

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS OPPORTUNITY FUND                                               31
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $635,128,805) (Note
  2a)                                                      $  858,779,919
Cash                                                            2,696,665
Dividends receivable                                               70,860
Receivable for investments
  sold                                                          4,154,635
Receivable for Fund shares
  sold                                                            809,178
Other assets                                                       68,004
                                                           --------------
    Total assets                                              866,579,261

LIABILITIES:
Payable for investments
  purchased                     $              21,732,274
Payable for Fund shares
  redeemed                                      3,411,396
Outstanding options written,
  at value (premiums received
  $4,970,483) (Notes 2c and 6)                  3,898,206
Accrued expenses:
  Investment advisory fee                         489,764
  Distribution fee                                441,557
  Servicing fee                                   171,980
  Other                                           413,212
                                               ----------
    Total liabilities                                          30,558,389
                                                           --------------
NET ASSETS                                                 $  836,020,872
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $  442,701,703
Undistributed net realized
  gain on investments                                         168,595,778
Net unrealized appreciation on
  securities                                                  223,651,114
Net unrealized appreciation on
  options written                                               1,072,277
                                                           --------------
    Total net assets                                       $  836,020,872
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($120,829,628
   DIVIDED BY 3,091,945 shares)                      $39.08
Sales charge--5.50% of public
  offering price                                       2.27
                                                  ---------
Maximum offering price                               $41.35
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($715,191,244
   DIVIDED BY 19,001,617 shares)                     $37.64
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    4,177,221
Dividends                                                       1,456,491
                                                           --------------
    Total investment income                                     5,633,712
EXPENSES:
Investment advisory fee (Note
  3a)                           $               5,000,057
Distribution fee (Class C)
  (Note 3b)                                     4,482,237
Servicing fee (Class A) (Note
  3b)                                             255,940
Servicing fee (Class C) (Note
  3b)                                           1,494,079
Transfer agent and custody
  fees                                            736,999
Professional fees                                  84,999
Trustees' fees and expenses
  (Note 3c)                                        65,000
Shareholder reports and
  notices                                         289,999
Miscellaneous                                     144,490
                                                 --------
    Total expenses                                             12,553,800
                                                           --------------
    Net investment loss                                        (6,920,088)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on security
  transactions                                                194,820,436
Net realized gain on options
  written                                                         359,905
Net unrealized appreciation on
  securities                                                   45,692,855
Net unrealized appreciation on
  options written                                               3,281,809
                                                           --------------
Net realized and unrealized
  gain on investments                                         244,155,005
                                                           --------------
Net increase in net assets
  resulting from operations                                $  237,234,917
                                                           ==============

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment loss             $  (6,920,088)             $   (8,278,826)
Net realized gain on security
  transactions                    194,820,436                   3,975,164
Net realized gain on options 
  written                             359,905                   2,956,958
Net unrealized appreciation  
  (depreciation) on securities     45,692,855                 (51,705,843)
Net unrealized appreciation  
  (depreciation) on options  
  written                           3,281,809                  (2,209,532)
                                  -----------              --------------
Net increase (decrease) in net
  assets resulting from
  operations                      237,234,917                 (55,262,079)
Distributions paid from net  
  realized gain on investments
  Class A                          (2,828,016)                 (7,362,399)
  Class C                         (16,835,116)                (42,854,271)
Return of Capital
  Class A                                  --                    (371,797)
  Class C                                  --                  (2,164,189)
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                        (30,272,461)                 31,877,215
                                  -----------              --------------
    Net increase (decrease) in
      net assets                  187,299,324                 (76,137,520)
NET ASSETS:
Beginning of year                 648,721,548                 724,859,068
                                  -----------              --------------
End of year                     $ 836,020,872              $  648,721,548
                                  ===========              ==============
     
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
32
PIMCO ADVISORS OPPORTUNITY FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                COMMERCIAL PAPER
                  GUARANTEED BY
                  LETTERS OF CREDIT--0.3%
$    2,000,000  Matterhorn Capital Corp.,
                  5.71%, 10/27/95
                  guaranteed by Union
                  Bank of Switzerland
                (Cost $1,991,752)          $    1,991,752
                                           --------------
                SHORT-TERM NOTES--8.1%
     1,000,000  Canadian Wheat Board,
                  5.70%,10/6/95                   999,208
     7,300,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.78%, 10/16/95         7,282,419
     8,800,000  CSW Credit Inc.,
                  5.72%-5.73%,
                  10/23/95-10/24/95             8,768,880
     5,700,000  CXC, Inc., 5.77%,
                  10/27/95                      5,676,247
     1,400,000  Dresdner U.S. Finance
                  Inc., 5.72%, 10/3/95          1,399,555
     4,200,000  Eiger Capital Corp.,
                  5.72%, 10/17/95               4,189,323
     7,200,000  Goldman Sachs & Co.,
                  5.77%, 10/4/95                7,196,538
     6,500,000  Preferred Receivables
                  Funding Corp., 5.74%,
                  10/5/95                       6,495,854
     3,300,000  Redland Finance Inc.,
                  5.74%, 10/25/95               3,287,372
    10,000,000  Sheffield Receivables
                  Corp., 6.55%, 10/2/95         9,998,181
     2,500,000  Tiger Managers Acceptance
                  Corp., 5.75%, 10/24/95        2,490,816
    10,000,000  USL Capital Corp., 5.74%,
                  10/19/95                      9,971,300
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $67,755,693)           67,755,693
                                           --------------

SHARES
- --------------
                COMMON STOCKS--94.4%
                APPAREL--3.1%
       800,000  Tommy Hilfiger Corp.*          26,000,000
                                           --------------
                AUTOMOTIVE
                  MANUFACTURING--2.1%
       500,050  Wabash National Corp.          17,689,269
                                           --------------
                BANKS--4.9%
       207,900  BayBanks, Inc.                 15,774,412
     1,000,000  Glendale Federal Bank
                  FSB*                         16,500,000
       540,000  Life Bancorp, Inc.              8,640,000
                                           --------------
                                               40,914,412
                                           --------------
                BEVERAGE--3.3%
       325,000  Canandaigua Wine Co.*          15,803,125
       470,000  Robert Mondavi Corp.
                  Class A*                     11,985,000
                                           --------------
                                               27,788,125
                                           --------------
                BUILDING MATERIALS AND
                  CONSTRUCTION--6.8%
       650,000  Centex Construction
                  Products, Inc.*               8,531,250
       435,000  Champion Enterprises,
                  Inc.*                         8,645,625
       500,000  Oakwood Homes Corp.            17,625,000
       400,000  Pulte Corp.                    11,350,000
       425,000  U.S. Home Corp.*               10,625,000
                                           --------------
                                               56,776,875
                                           --------------
                CHEMICALS--1.3%
       400,000  Airgas Inc.*                   10,650,000
                                           --------------
                COMMERCIAL SERVICES--2.8%
       445,000  Norrell Corp.                  14,462,500
       620,000  Sotheby's Holdings, Inc.        8,680,000
                                           --------------
                                               23,142,500
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                COMMUNICATION
                  EQUIPMENT--9.9%
       265,000  Glenayre Technologies,
                  Inc.*                    $   19,080,000
       315,000  Spectrian Corp.*               10,749,375
       570,000(a) StrataCom, Inc.*             31,492,500
       250,000(a) U.S. Robotics Corp.*         21,312,500
                                           --------------
                                               82,634,375
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--9.3%
       200,000  Avid Technology Inc.*           8,600,000
       325,000(a) Electronics for Imaging,
                  Inc.*                        23,278,125
       350,000  Hyperion Software Corp.*       19,862,500
       298,000  Sierra On-Line, Inc.*          11,696,500
       350,000(a) System Software
                  Associates Inc.              14,043,750
                                           --------------
                                               77,480,875
                                           --------------
                COMPUTERS--4.5%
       400,000(a) Boca Research, Inc.*          9,700,000
       140,000  Hutchinson Technology
                  Inc.*                         8,715,000
       300,000(a) Komag, Inc.*                 19,612,500
                                           --------------
                                               38,027,500
                                           --------------
                CONTAINERS--0.7%
       600,000  Gaylord Container Corp.*        5,662,500
                                           --------------
                COSMETICS--1.2%
       500,000(a) Thermolase Corp.*            10,187,500
                                           --------------
                ELECTRONICS--15.5%
       570,000(a) Altera Corp.*                35,553,750
       280,000(a) C-Cube Microsystems,
                  Inc.*                        12,810,000
       472,500  Harman International
                  Industries, Inc.             23,152,500
       665,600  Integrated Device
                  Technology, Inc.*            16,640,000
       350,000  Integrated Process
                  Equipment Corp.*             13,934,375
       315,000(a) Macromedia Inc.*             17,994,375
       300,000  Symbol Technologies,
                  Inc.*                         9,937,500
                                           --------------
                                              130,022,500
                                           --------------
                ENTERTAINMENT AND
                  LEISURE--1.5%
       265,000  First Team Sports, Inc.*        4,240,000
       221,000(a) Scientific Games Holdings
                  Corp.*                        8,259,875
                                           --------------
                                               12,499,875
                                           --------------
                ENVIRONMENTAL
                  CONTROL--0.5%
       250,000  ICC Technologies, Inc.*         3,937,500
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--2.5%
       700,000  Fort Howard Corp.*             10,762,500
     1,600,000  Repap Enterprises, Inc.*       10,549,920
                                           --------------
                                               21,312,420
                                           --------------
                HEALTH CARE--2.3%
       550,000  PhyCor, Inc.*                  18,837,500
                                           --------------
                INSURANCE--1.9%
       300,000  CMAC Investment Corp.          15,787,500
                                           --------------
                MACHINERY AND
                  ENGINEERING--1.0%
       250,000  Harnischfeger Industries,
                  Inc.                          8,343,750
                                           --------------
                MEDIA--1.0%
       300,000  Evergreen Media Corp.,
                  Class A*                      8,550,000
                                           --------------
                OIL AND GAS--1.4%
       500,000  Pogo Producing Co.             11,375,000
                                           --------------
                OIL AND GAS
                  EQUIPMENT--2.3%
       600,000  Smith International,
                  Inc.*                        10,425,000
       700,000  Weatherford
                  International, Inc.*          9,100,000
                                           --------------
                                               19,525,000
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS OPPORTUNITY FUND                                               33
- --------------------------------------------------------------------------------

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                OIL AND GAS
                  SERVICES--3.0%
     2,100,000  Global Marine Inc.*        $   14,962,500
       300,000  Sonat Offshore Drilling
                  Inc.                          9,787,500
                                           --------------
                                               24,750,000
                                           --------------
                RESTAURANTS--1.6%
       500,000  Applebee's International,
                  Inc.                         13,625,000
                                           --------------
                RETAIL--1.4%
       375,000  Just For Feet, Inc.*           11,531,250
                                           --------------
                TELECOMMUNICATIONS--7.2%
       699,700  Colonial Data
                  Technologies Corp.*          12,944,450
       495,466  International Cabletel,
                  Inc.*                        13,873,048
       350,000  LCI International Inc.*        13,737,500
       985,000  WinStar Communications,
                  Inc.*                        19,700,000
                                           --------------
                                               60,254,998
                                           --------------
                TRANSPORTATION: AIR--1.4%
       442,500  Comair Holdings, Inc.          11,726,250
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $565,381,360)         789,032,474
                                           --------------

TOTAL SECURITIES OWNED
  (Cost $635,128,805+)                        858,779,919
                                           --------------
CONTRACTS
- ----------
                OUTSTANDING CALL OPTIONS
                  WRITTEN (0.5%)
         2,000  Altera Corp., expiring
                  October '95 @ $70              (300,000)
         1,000  Boca Research, Inc.,
                  expiring December '95 @
                  $30                            (137,500)
         2,800  C-Cube Microsystems,
                  Inc., expiring October
                  '95 @ $45                      (840,000)
         1,296  Electronics for Imaging,
                  Inc., expiring October
                  '95 @ $65                      (972,000)
           956  Komag, Inc., expiring
                  October '95 @ $75               (59,750)
         1,351  Macromedia, Inc.,
                  expiring October '95 @
                  $60                            (194,206)
                                           VALUE
CONTRACTS                                  (NOTE 2)
- --------------                             --------------

           250  Scientific Games Holdings
                  Corp., expiring October
                  '95 @ $40                $      (25,000)
           774  StrataCom, Inc., expiring
                  October '95 @ $55              (193,500)
         1,000  System Software
                  Associates Inc.,
                  expiring October '95 @
                  $40                            (256,250)
         2,900  Thermolase Corp.,
                  expiring October '95 @
                  $22.50                         (145,000)
         1,000  U.S. Robotics Corp.,
                  expiring October '95 @
                  $80                            (775,000)
                                           --------------
                TOTAL OUTSTANDING CALL
                  OPTIONS WRITTEN
                  (Premiums Received
                  $4,970,483)                  (3,898,206)
                                           --------------

TOTAL INVESTMENTS, NET OF
  OUTSTANDING OPTIONS
  WRITTEN
  (Cost $630,158,322)         102.3%    854,881,713
OTHER ASSETS AND
  LIABILITIES, NET             (2.3%)    (18,860,841)
                            -------  --------------
TOTAL NET ASSETS              100.0% $  836,020,872
                            =======  ==============

        +  The cost of investments for federal income tax
           purposes is $635,128,805. At September 30, 1995,
           net unrealized appreciation was $223,651,114. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $234,561,359 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $10,910,245.

      (a)  See Outstanding Call Options Written

        *  Non-income producing securities

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
34
PIMCO ADVISORS INNOVATION FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $82,745,808) (Note
  2a)                                                      $   99,292,209
Receivable for investments
  sold                                                            978,303
Receivable for Fund shares
  sold                                                          1,508,191
Unamortized organization costs
  (Note 2j)                                                        42,279
Other assets                                                       40,166
                                                           --------------
    Total assets                                              101,861,148
LIABILITIES:
Payable for investments
  purchased                     $               1,297,846
Cash overdraft                                    963,528
Payable for Fund shares
  redeemed                                        713,691
Accrued expenses:
  Investment advisory fee                          57,589
  Distribution fee                                 40,852
  Servicing fee                                    19,196
  Other                                            67,702
                                                 --------
    Total liabilities                                           3,160,404
                                                           --------------
NET ASSETS                                                 $   98,700,744
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $   80,259,900
Undistributed net realized
  gain on investments                                           1,894,443
Net unrealized appreciation on
  securities                                                   16,546,401
                                                           --------------
    Total net assets                                       $   98,700,744
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($28,239,136
   DIVIDED BY 1,916,268 shares)                      $14.74
Sales charge--5.50% of public
  offering price                                       0.86
                                                  ---------
Maximum offering price                               $15.60
                                                  =========
CLASS B SHARES
Net asset value and offering
  price per share ($6,509,360
   DIVIDED BY 444,103 shares)                        $14.66
                                                  =========
Redemption price per share                            *
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($63,952,248
   DIVIDED BY 4,363,887 shares)                      $14.65
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Period Ended September 30, 1995*

INVESTMENT INCOME:
Interest                                                   $      197,373
Dividends (including $24,453
  in dividends from foreign
  securities less $3,647 in
  foreign taxes withheld at
  source)                                                          90,606
                                                           --------------
    Total investment income                                       287,979
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 265,836
Distribution fee (Class B)
  (Note 3b)                                         7,023
Distribution fee (Class C)
  (Note 3b)                                       172,058
Servicing fee (Class A) (Note
  3b)                                              28,918
Servicing fee (Class B) (Note
  3b)                                               2,341
Servicing fee (Class C) (Note
  3b)                                              57,353
Transfer agent and custody
  fees                                             64,064
Professional fees                                  26,500
Trustees' fees and expenses
  (Note 3c)                                         3,500
Shareholder reports and
  notices                                          34,369
Miscellaneous                                      29,014
                                                  -------
Total expenses before waiver
  of investment advisory fee                      690,976
Waived investment advisory fee
  (Note 3a)                                        (4,666)
                                                  -------
    Total expenses                                                686,310
                                                           --------------
    Net investment loss                                          (398,331)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on security
  transactions                                                  2,391,796
Net realized loss on options
  written                                                         (99,022)
Net unrealized appreciation on
  securities                                                   16,546,401
                                                           --------------
Net realized and unrealized
  gain on investments                                          18,839,175
                                                           --------------
Net increase in net assets
  resulting from operations                                $   18,440,844
                                                           ==============
- ------------------
* The Fund commenced operations on December 22, 1994.

STATEMENT OF CHANGES IN NET ASSETS

                                   PERIOD ENDED
                                     SEPTEMBER
                                           30,
                                         1995*
                                   ------------
OPERATIONS:
Net investment loss                 $ (398,331)
Net realized gain on security
 transactions                        2,391,796
Net realized loss on options
 written                               (99,022)
Net unrealized appreciation on
 securities                         16,546,401
                                   ------------
Net increase in net assets
 resulting from operations          18,440,844
Net increase from Fund share
 transactions (Note 5)              80,259,900
                                                         -
                                   ------------
    Net increase in net assets      98,700,744
NET ASSETS:
Beginning of period                         --
                                   ------------
End of period                       $98,700,744
                                   ============
- ------------------
* The Fund commenced operations on December 22, 1994.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS INNOVATION FUND                                                35
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                COMMERCIAL PAPER
                  GUARANTEED
                  BY LETTERS OF
                  CREDIT--0.7%
$      685,000  Matterhorn Capital Corp.,
                  5.95%,10/2/95
                  guaranteed by Union
                  Bank of Switzerland
                (Cost $684,887)            $      684,887
                                           --------------
                SHORT-TERM NOTES--9.7%
       600,000  Bell Atlantic Network
                  Funding Corp., 5.85%,
                  10/25/95                        597,660
     1,000,000  Ciesco, L.P., 5.77%,
                  10/23/95                        996,474
     1,800,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.72%,10/6/95           1,798,570
     1,700,000  CXC, Inc., 5.77%,
                  10/27/95                      1,692,916
       500,000  New South Wales Treasury
                  Corp., 5.71%, 10/12/95          499,127
     1,500,000  PepsiCo Inc., 5.75%,
                  10/23/95                      1,494,729
     1,000,000  Preferred Receivables
                  Funding Corp., 5.74%,
                  10/5/95                         999,362
     1,500,000  Redland Finance Inc.,
                  5.73%, 10/4/95                1,499,284
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $9,578,122)             9,578,122
                                           --------------

SHARES
- --------------
                COMMON STOCKS AND
                  RIGHTS--90.2%
                COMMUNICATION
                  EQUIPMENT--10.7%
        40,000  DSC Communications Corp.*       2,370,000
       125,000  Ericsson (L.M.) Telephone
                  Co. ADR, Class B              3,062,500
       125,000  Ericsson (L.M.) Telephone
                  Co. ADR rights expire
                  10/25/95                              0
        22,000  Nokia Corp. ADR                 1,534,500
        24,600  Spectrian Corp.*                  839,475
        50,000  StrataCom, Inc.*                2,762,500
                                           --------------
                                               10,568,975
                                           --------------
                COMPUTER SERVICES AND
                  SOFTWARE--19.3%
        40,000  Computer Associates
                  International, Inc.           1,690,000
        45,000  Computer Sciences Corp.*        2,896,875
       110,000  Data Translation, Inc.*         1,952,500
        40,000  Davidson and Associates,
                  Inc.*                         1,390,000
        37,000  General Motors Corp.,
                  Class E                       1,683,500
        90,000  Informix Corp.*                 2,925,000
        31,000  Learning Company (The)*         1,875,500
        46,050  Oracle Systems Corp.*           1,767,169
        70,000  PRI Automation, Inc.*           2,870,000
                                           --------------
                                               19,050,544
                                           --------------
                COMPUTERS--9.6%
        80,000  Bay Networks, Inc.*             4,270,000
        20,000  Cabletron Systems, Inc.*        1,317,500
        20,000  Compaq Computer Corp.*            967,500
        34,000  Dell Computer Corp.*            2,890,000
                                           --------------
                                                9,445,000
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)
- --------------                             --------------
                COSMETICS--0.8%
        41,000  Thermolase Corp.*          $      835,375
                                           --------------
                ELECTRONICS--25.5%
        38,000  Altera Corp.*                   2,370,250
        68,000  ANADIGICS, Inc.*                1,887,000
        26,000  Applied Materials, Inc.*        2,658,500
        32,000  Diebold, Inc.                   1,484,000
        63,000  GaSonics International
                  Corp.*                        2,346,750
       105,000  Integrated Device
                  Technology, Inc.*             2,625,000
        70,000  Integrated Process
                  Equipment Corp.*              2,786,875
        32,000  KLA Instruments Corp.*          2,568,000
        41,000  LSI Logic Corp.*                2,367,750
        98,000  Triquint Semiconductor,
                  Inc.*                         2,241,750
        44,000  Vishay Intertechnology,
                  Inc.*                         1,848,000
                                           --------------
                                               25,183,875
                                           --------------
                MEDICAL SUPPLIES--11.0%
        60,000  Boston Scientific Corp.*        2,557,500
        55,000  Circon Corp.*                   1,106,875
       154,500  Guidant Corp.                   4,519,125
        49,200  Medtronic, Inc.                 2,644,500
                                           --------------
                                               10,828,000
                                           --------------
                PHARMACEUTICALS--4.8%
        58,000  Amgen Inc.*                     2,892,750
        31,000  Genzyme Corp.*                  1,798,000
                                           --------------
                                                4,690,750
                                           --------------
                TELECOMMUNICATIONS--8.5%
        32,050  Andrew Corp.*                   1,959,056
        27,000  Qualcomm, Inc.*                 1,238,625
        56,000  Tellabs, Inc.*                  2,359,000
        70,000  Vodafone Group PLC ADR          2,870,000
                                           --------------
                                                8,426,681
                                           --------------
                TOTAL COMMON STOCKS AND
                  RIGHTS
                  (Cost $72,482,799)           89,029,200
                                           --------------

TOTAL INVESTMENTS
  (Cost $82,745,808+)           100.6%     99,292,209
OTHER ASSETS AND
  LIABILITIES, NET               (0.6%)       (591,465)
                              -------  --------------
TOTAL NET ASSETS                100.0% $   98,700,744
                              =======  ==============

        +  The cost of investments for federal income tax
           purposes is $82,745,808. At September 30, 1995, net
           unrealized appreciation was $16,546,401. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $16,720,024 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $173,623.
        *  Non-income producing securities

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
36
PIMCO ADVISORS INTERNATIONAL FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $210,511,070) (Note
  2a)                                                      $  217,061,449
Foreign currency holdings, at
  value (Cost of $6,284,401)
  (Note 2b)                                                     6,355,023
Forward foreign currency
  contracts purchased (Cost of
  $36,844,738) (Notes 2e and
  7)                                                           38,973,524
Cash                                                            6,028,296
Dividends receivable                                              825,410
Interest receivable                                                27,929
Receivable for investments
  sold                                                         11,944,623
Receivable for Fund shares
  sold                                                            537,199
Receivable for forward foreign
  currency contracts sold
  (Notes 2e and 7)                                             37,841,054
Other assets                                                       38,431
                                                           --------------
    Total assets                                              319,632,938

LIABILITIES:
Payable for investments
  purchased                     $               8,393,344
Payable for forward foreign
  currency contracts purchased
  (Notes 2e and 7)                             36,844,738
Payable for Fund shares
  redeemed                                      1,032,013
Forward foreign currency
  contracts sold, at value
  (Cost of $37,841,054) (Notes
  2e
  and 7)                                       38,940,533
Accrued expenses:
  Investment advisory fee                         154,343
  Distribution fee                                133,373
  Servicing fee                                    48,232
  Other                                           282,920
                                               ----------
    Total liabilities                                          85,829,496
                                                           --------------
NET ASSETS                                                 $  233,803,442
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $  231,396,470
Accumulated net investment
  loss                                                         (1,318,261)
Accumulated net realized loss
  on investments                                               (3,925,075)
Net unrealized appreciation on
  securities                                                    6,550,379
Net unrealized appreciation on
  foreign currency holdings                                        70,622
Net unrealized appreciation on
  forward foreign currency
  contracts                                                     1,029,307
                                                           --------------
    Total net assets                                       $  233,803,442
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($17,950,770
   DIVIDED BY 1,473,104 shares)                      $12.19
Sales charge--5.50% of public
  offering price                                       0.71
                                                  ---------
Maximum offering price                               $12.90
                                                  =========
CLASS B SHARES
Net asset value and offering
  price per share ($503,405
   DIVIDED BY 42,828 shares)                         $11.75
                                                  =========
Redemption price per share                            *
                                                  =========
CLASS C SHARES
Net asset value and offering
  price per share ($215,349,267
   DIVIDED BY 18,332,103 shares)                     $11.75
                                                  =========
Redemption price per share                            *
                                                  =========
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $      383,070
Dividends (including
  $5,561,662 in dividends from
  foreign securities less
  $632,598 in foreign taxes
  withheld at source)                                           4,929,064
                                                           --------------
    Total investment income                                     5,312,134
EXPENSES:
Investment advisory fee (Note
  3a)                                          $2,097,974
Distribution fee (Class B)   
  (Note 3b)                                           416
Distribution fee (Class C)   
  (Note 3b)                                     1,817,071
Servicing fee (Class A) (Note
  3b)                                              49,788
Servicing fee (Class B) (Note
  3b)                                                 139
Servicing fee (Class C) (Note
  3b)                                             605,690
Transfer agent and custody   
  fees                                            715,000
Professional fees                                  70,000
Trustees' fees and expenses  
  (Note 3c)                                        24,000
Shareholder reports and
  notices                                         176,000
Miscellaneous                                      92,205
                                                 --------
    Total expenses                                              5,648,283
                                                           --------------
    Net investment loss                                          (336,149)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  and foreign currency
  transactions                                                 (9,232,300)
Net realized gain on forward
  foreign currency
  transactions                                                  4,763,607
Net realized loss on futures
  transactions                                                   (356,925)
Net unrealized depreciation on
  securities                                                  (12,734,674)
Net unrealized appreciation on
  foreign currency holdings                                        70,410
Net unrealized depreciation on
  forward foreign currency
  contracts                                                       758,965
                                                           --------------
Net realized and unrealized
  loss on investments                                         (16,730,917)
                                                           --------------
Net decrease in net assets
  resulting from operations                                $  (17,067,066)
                                                           ==============

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment loss             $   (336,149)              $   (1,061,938)
Net realized gain (loss) on  
  security and foreign
  currency transactions           (9,232,300)                   7,900,288
Net realized gain on forward 
  foreign currency contracts       5,759,923                           --
Net realized loss on futures 
  transactions                      (356,925)                          --
Net unrealized appreciation  
  (depreciation) on securities   (12,734,674)                   7,759,843
Net unrealized appreciation on
  foreign currency holdings           70,410                          212
Net unrealized appreciation  
  (depreciation) on forward  
  foreign currency contracts        (237,351)                     270,342
                                 -----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                     (17,067,066)                  14,868,747
Distributions paid from net  
  realized gain on investments
  Class A                           (428,186)                    (309,469)
  Class C                         (5,582,804)                  (3,745,155)
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                       (60,899,155)                 147,780,440
                                 -----------               --------------
    Net increase (decrease) in
      net assets                 (83,977,211)                 158,594,563
NET ASSETS:
Beginning of year                317,780,653                  159,186,090
                                 -----------               --------------
End of year (including
  accumulated net investment 
  loss of $1,318,261 and     
  $169,448, respectively)       $233,803,442               $  317,780,653
                                 ===========               ==============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS INTERNATIONAL FUND                                             37
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
                COMMON STOCKS--92.8%
                AUTOMOTIVE
                  MANUFACTURING--3.4%
        32,000  Bajaj Auto Ltd. GDR             $  972,160 (IN)
           864  Bayerische Motoren Werke
                  AG                               476,644 (GC)
       165,900  Fiat SpA                           621,793 (IT)
       687,000  Mazda Motor Corp.                2,507,000 (JA)
         9,800  PSA Peugeot                      1,343,216 (FR)
        53,500  Tata Engineering &
                  Locomotive Company Ltd.
                  GDR                            1,224,080 (IN)
         2,610  Volkswagen AG                      849,244 (GC)
                                                  ----------
                                                 7,994,137
                                                  ----------
                AUTOMOTIVE PARTS--0.4%
       434,000  PT Astra International             861,837 (ID)
                                                  ----------
                BANKS--10.3%
        13,900  ABN AMRO Holdings N.V.             577,671 (NL)
     1,452,000  Akbank T.A.S.                      376,068 (TK)
        72,000  Allied Irish Bank PLC              357,739 (IR)
    62,690,000  Banco Bradesco S.A.                595,555 (BR)
       579,000  Banco de Credito del Peru        1,082,209 (PR)
        33,800  Banco de Galicia SA*               153,131 (AR)
         7,070  Banco Popular Espanol SA         1,103,054 (SP)
       124,200  Bangkok Bank Co. Ltd.            1,396,492 (TH)
        73,000  Bank of Ireland                    458,411 (IR)
         3,605  Commerzbank AG                     822,618 (GC)
        17,000  Corporacion Bancaria de  
                  Espana SA (ARGENTARIA)           607,191 (SP)
       401,200  Den Norske Bank AS*              1,109,438 (NO)
         2,090  Generale de Banque SA              657,816 (BE)
       146,200  Hang Seng Bank                   1,205,477 (HK)
       289,300  Krung Thai Bank Ltd.             1,153,497 (TH)
       116,000  Lloyd's Bank PLC                 1,266,790 (UK)
       294,000  Malayan Banking Berhad           2,377,255 (MY)
        74,000  Overseas Union Bank Ltd.           473,889 (SN)
       241,000  PT Bank Internasional    
                  Indonesia*                       829,546 (ID)
       196,000  Sumitomo Bank                    3,814,689 (JA)
       250,000  Sumitomo Trust & Banking         3,446,525 (JA)
                                            --------------
                                                23,865,061
                                            --------------
                BEVERAGE--0.9%
       678,000  Erciyas Biracilik Ve Malt
                  Sanayii                          420,021 (TK)
       153,700  Guinness PLC                     1,260,079 (UK)
        12,800  South African Breweries
                  Ltd.                             403,151 (SF)
                                            --------------
                                                 2,083,251
                                            --------------
                BUILDING MATERIALS--4.4%
     1,117,000  Adana Cimento Sanayii              635,238 (TK)
        50,500  Cementos Diamante SA ADR           934,250 (CO)
       121,600  Corimon C.A. ADR                   668,800 (VZ)
       102,000  CRH PLC                            699,955 (IR)
         3,460  Glaverbel S.A.                     447,443 (BE)
        18,915  Lafarge Coppee                   1,247,348 (FR)
       391,000  Pilkington PLC                   1,231,454 (UK)
       360,000  PT Semen Gresik                  1,016,748 (ID)
       340,000  Sungei Way Holdings    
                  Berhad                         1,157,904 (MY)
        55,000  Unicem SpA                         354,948 (IT)
        61,000  Uralita SA                         651,144 (SP)
       200,000  Wolseley PLC                     1,168,020 (UK)
                                           ---------------
                                                10,213,252
                                           ---------------
                CHEMICALS--3.9% 
         6,700  Akzo Nobel                         807,999 (NL)
     1,219,000  Bagfas Bandirma 
                  GubreFabrikalari A.S.            507,592 (TK)
         2,815  Bayer AG                           721,877 (GC)
       304,000  Metacorp Berhad                    835,514 (MY)
       725,000  Mitsubishi Chemical Corp.        3,527,560 (JA)
        58,700  Reliance Industries Ltd.
                  GDS                            1,071,275 (IN)
  
                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
        27,700  Sociedad Quimica Y Minera
                  De Chile ADR              $    1,211,875 (CH)
         1,000  Solvay SA                          534,553 (BE)
                                           ---------------
                                                 9,218,245
                                           ---------------
                COMMERCIAL SERVICES--0.3%  
        21,900  Royal PTT Nederland NV             776,784 (NL)
                                           ---------------
                COMMUNICATION  
                  EQUIPMENT--0.4%     
        12,330  Alcatel Alshtom                  1,039,855 (FR)
                                           ---------------
                CONSTRUCTION--2.4%    
        67,300  Amur-Autopistas del Mare   
                  Nostrum SA                       808,535 (SP)
       418,000  Obayashi Corp.                   3,305,001 (JA)
       236,000  United Engineers Ltd.            1,513,468 (MY)
                                           ---------------
                                                 5,627,004
                                           ---------------
                CONTAINERS--0.3%
        44,900  Amcor Ltd.                         336,184 (AS)
       128,000  Jefferson Smurfitt Group           381,171 (IR)
                                           ---------------
                                                   717,355
                                           ---------------
                ELECTRICAL
                  EQUIPMENT--4.0%     
       354,000  Matsushita Electric Works        3,696,079 (JA)
        47,000  Sony Corp.                       2,448,855 (JA)
        64,000  TDK Corp.                        3,308,666 (JA)
                                           ---------------
                                                 9,453,600
                                           ---------------
                ELECTRONICS--2.1%     
       353,000  Hitachi Ltd.                     3,864,538 (JA)
        20,100  Philips Electronics NV             984,235 (NL)
                                           ---------------
                                                 4,848,773
                                           ---------------
                ENTERTAINMENT AND     
                  LEISURE--0.7%
        11,372  Polygram NV                        742,469 (NL)
         1,800  Salomon SA*                        952,760 (FR)
                                           ---------------
                                                 1,695,229
                                           ---------------
                FINANCIAL SERVICES--5.9%   
       151,000  Abbey National PLC               1,295,308 (UK)
       190,000  Amalgamated Banks of  
                  South Africa                     819,584 (SF)
        25,200  Banco Frances del Rio de   
                  la Plata S.A.                    180,203 (AR)
        82,100  Banco Ganadero S.A.              1,149,400 (CO)
        16,400  Credit Local de France           1,322,980 (FR)
       580,000  Credito Italiano                   688,460 (IT)
       318,000  Daiwa Securities Co. Ltd.        4,029,378 (JA)
        14,616  Fortis Amev NV                     856,088 (NL)
        89,700  HSBC Holdings PLC                1,273,453 (UK)
        93,400  Industrial Finance     
                  Corporation of Thailand   
                  (The)                            286,747 (TH)
       123,400  United Overseas Bank Ltd.        1,068,138 (SN)
        92,200  Westpac Banking Corp.  
                  Ltd.                             373,004 (AS)
       124,000  Wing Hang Bank Ltd.                419,393 (HK)
                                           ---------------
                                                13,762,136
                                           ---------------
                FOOD--3.5% 
        72,720  Carulla & Cia SA ADR               700,294 (CO)
        93,400  Cerebos Pacific Ltd.               558,691 (SN)
         6,900  Groupe Danone                    1,118,580 (FR)
        53,000  Kerry Group PLC                    400,585 (IR)
        23,887  Koninklijke Ahold NV               901,247 (NL)
       267,200  Mavesa SA ADR                      944,231 (VZ)
       621,000  Migros Turk                        668,569 (TK)
        23,500  Molinos Rio de la Plata            143,366 (AR)
       850,000  Parmalat Finanziaria SpA           699,380 (IT)
        97,000  PT Indofood Sukses Makmur          467,656 (ID)
       301,000  Tesco PLC                        1,491,094 (UK)
                                           ---------------
                                                 8,093,693
                                           ---------------
  
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
38
PIMCO ADVISORS INTERNATIONAL FUND

- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
                FOREST AND PAPER
                  PRODUCTS--1.3%
       253,795  Aracruz Celulose S.A.      $      521,929 (BR)
        81,000  Enso-Gutzeit Oy                   688,257 (FI)
       478,500  Land & General Berhad           1,257,929 (MY)
       560,228  PT Indah Pulp & Paper
                  Corp.                           673,674 (ID)
                                           --------------
                                                3,141,789
                                           --------------
                HOLDING
                COMPANIES--DIVERSIFIED--3.6%
        55,000  Barlow Ltd.                       621,363 (SF)
       245,000  BTR PLC                         1,266,038 (UK)
       109,000  C.G. Smith Ltd.                   683,626 (SF)
       249,130  Hutchison Whampoa Ltd.          1,350,110 (HK)
        55,700  Indian Rayon & Industries
                  Ltd.                            793,725 (IN)
       534,000  Road Builders (M)
                  Holdings Berhad               1,701,591 (MY)
       468,000  Technology Resources
                  Industries Berhad*            1,221,012 (MY)
        26,100  Valmet Corp.                      851,554 (FI)
                                           --------------
                                                8,489,019
                                           --------------
                HOME FURNISHINGS AND
                  APPLIANCES--0.5%
     3,025,000  Arcelik A.S.                      473,110 (TK)
     2,393,000  Brasmotor S.A.                    612,608 (BR)
                                           --------------
                                                1,085,718
                                           --------------
                INSURANCE--1.0%
           406  Allianz AG                        736,704 (GC)
        22,060  AXA                             1,166,762 (FR)
           205  Muenchener
                  Rueckversicherungs-
                  Gesellschaft                    422,117 (GC)
                                           --------------
                                                2,325,583
                                           --------------
                LODGING--0.7%
        10,330  Club Mediterranee*              1,003,514 (FR)
        37,800  East India Hotels ltd.
                  GDR                             737,100 (IN)
                                           --------------
                                                1,740,614
                                           --------------
                MACHINERY AND
                  ENGINEERING--2.9%
        61,800  Larsen & Toubro Ltd. GDR        1,244,034 (IN)
         3,550  Mannesmann AG                   1,165,829 (GC)
     1,596,000  Mitsui Engineering
                  &Shipbuilding                 3,850,350 (JA)
        16,000  Rauma Oy                          386,826 (FI)
                                           --------------
                                                6,647,039
                                           --------------
                MEDIA--0.5%
       214,000  British Sky Broadcasting
                  Group PLC                     1,293,823 (UK)
                                           --------------
                MEDICAL SUPPLIES--0.2%
        15,400  Hafslund Nycomed                  401,253 (NO)
                                           --------------
                METALS AND MINING--3.6%
         5,500  Anglo American Gold
                  Investment Co. Ltd.             497,093 (SF)
        24,100  Broken Hill Proprietary
                  Co. Ltd.                        331,790 (AS)
        68,800  Comalco Ltd.                      340,133 (AS)
        29,000  De Beers Centenary AG             784,322 (SF)
        26,850  Hindalco Industries Ltd.*         896,253 (IN)
    40,305,000  Paranapanema S.A.                 628,758 (BR)
        88,000  RTZ Corp.                       1,291,101 (UK)
       415,000  Sumitomo Metal Mining Co.       3,390,633 (JA)
        52,300  Western Mining Corp.
                  Holding Ltd                     341,854 (AS)
                                           --------------
                                                8,501,937
                                           --------------
                MISCELLANEOUS
                  MANUFACTURING--1.7%
        24,200  Grasim Industries Ltd.
                  GDR                             502,150 (IN)
        53,200  Madeco SA ADR                   1,250,200 (CH)
        16,800  Orkla Borregaard A.S.             765,358 (NO)
       133,000  Sasib SpA                         346,625 (IT)
         2,390  Siemens A.G.                    1,206,801 (GC)
                                           --------------
                                                4,071,134
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
                OIL AND GAS--1.7%
        22,000  Compagnie Francaise di
                  Petroleum Class B        $    1,335,191 (FR)
        29,100  Compania Naviera Perez
                  Company SA ADR                  254,366 (AR)
    12,248,000  Petroleo Brasileiro
                  SA-Petrobras                  1,297,063 (BR)
        14,625  Repsol SA                         461,223 (SP)
        31,420  YPF Sociedad Anonima ADR          565,560 (AR)
                                           --------------
                                                3,913,403
                                           --------------
                OIL AND GAS
                  SERVICES--1.2%
       105,000  Astra CIA Argentina De
                  Petro                           182,721 (AR)
       198,000  British Petroleum Co. PLC       1,488,524 (UK)
        27,500  VEBA AG                         1,094,822 (GC)
                                           --------------
                                                2,766,067
                                           --------------
                OIL PIPELINE--0.4%
        66,100  Saga Petroleum A.S.               855,843 (NO)
                                           --------------
                PHARMACEUTICALS--3.6%
       373,000  Fujisawa Pharmaceutical         3,705,419 (JA)
         7,535  Roussel-Uclaf                   1,172,415 (FR)
       199,400  Zeneca Group PLC                3,613,507 (UK)
                                           --------------
                                                8,491,341
                                           --------------
                PUBLISHING--1.1%
        69,797  Elsevier NV                       898,252 (NL)
         4,000  VNU-Verenigde Nederlandse
                  Uitgevbedri Verigd
                  Bezit                           532,358 (NL)
        13,500  Werner Soderstrom
                  Osakeyhtio                    1,219,980 (FI)
                                           --------------
                                                2,650,590
                                           --------------
                REAL ESTATE--4.0%
       160,000  Cheung Kong (Holdings)
                  Ltd.                            871,232 (HK)
       209,000  City Developments Ltd.          1,294,295 (SN)
       312,000  DBS Land                          926,546 (SN)
        20,000  IRSA, Inveriones Y
                  Representaciones S.A.           480,000 (AR)
       255,000  Mitsui Fudosan Co. Ltd.         3,076,014 (JA)
       223,182  Sun Hung Kai Properties
                  Ltd.                          1,811,367 (HK)
       276,000  Wharf (Holdings) Ltd.             860,320 (HK)
                                           --------------
                                                9,319,774
                                           --------------
                RETAIL--3.3%
       110,000  Boots Company PLC                 987,129 (UK)
         2,500  Carrefour                       1,471,441 (FR)
        13,030  G.I.B. Holdings Ltd.              552,759 (BE)
         1,900  Karstadt AG                       849,223 (GC)
    23,013,000  Lojas Americanas S.A.             545,408 (BR)
       226,000  Takashimaya Co.                 3,321,838 (JA)
                                           --------------
                                                7,727,798
                                           --------------
                STEEL AND IRON--4.6%
     9,686,000  Companhia Vale Do Rio
                  Doce                          1,620,468 (BR)
     1,482,000  NKK Corp.                       3,980,948 (JA)
       192,000  SA Iron & Steel
                  Industrial Corp. Ltd.           207,706 (SF)
       500,000  Siderurgica Venezolana
                  Sivensa SA                    1,018,900 (VZ)
       171,000  Toyko Steel Manufacturing       3,310,782 (JA)
   585,540,000  Usinas Siderurgicas de
                  Minas Gerais
                  S.A.--USIMINAS                  651,243 (BR)
                                           --------------
                                               10,790,047
                                           --------------
                TELECOMMUNICATIONS--4.2%
       562,000  CPT Telefonica del Peru
                  S.A.                          1,075,443 (PR)
       233,600  Hong Kong
                  Telecommunications Ltd.         424,498 (HK)
     1,482,000  Netas Telekomunik                 571,904 (TK)
           427  Nippon Telegraph &
                  Telephone Corp.               3,692,153 (JA)


PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS INTERNATIONAL FUND                                             39
- --------------------------------------------------------------------------------
                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
       281,000  STET-Societa Finanziaria
                  Telefonica               $      854,409 (IT)
       605,000  Telebras S.A.                      28,798 (BR)
        45,988  Telebras SA ADR                 2,193,108 (BR)
       142,000  Telekom Malaysia Berhad         1,069,019 (MY)
                                           --------------
                                                9,909,332
                                           --------------
                TEXTILES--0.3%
     3,024,500  Akal Tekstil Sanayii              349,935 (TK)
        17,900  Raymond Ltd.                      290,875 (IN)
                                           --------------
                                                  640,810
                                           --------------
                TIRE AND RUBBER--0.2%
     1,396,000  Brisa Bridgestone Sabanci
                  Lastik San Ve Tic A.S.          396,883 (TK)
                                           --------------
                TOBACCO--0.4%
       500,000  RJ Reynolds Berhad              1,055,550 (MY)
                                           --------------
                TRANSPORTATION: AIR--1.8%
       188,000  BAA PLC                         1,487,738 (UK)
        89,000  Finnair Oy                        699,825 (FI)
        71,000  Singapore International
                  Airlines                        659,540 (SN)
       159,948  Swire Pacific Ltd., Class
                  A                             1,267,124 (HK)
                                           --------------
                                                4,114,227
                                           --------------
                TRANSPORTATION:
                  MARINE--0.3%
        16,621  Kvaerner AS                       706,723 (NO)
                                           --------------
                TRANSPORTATION:
                  RAIL--1.3%
       437,000  Tokyu Corp.                     2,959,102 (JA)
                                           --------------
                UTILITIES: ELECTRIC--3.3%
     6,460,000  Centrais Electricas
                  Brasileiras
                  S/A--Electrobras              1,992,264 (BR)
        42,000  Central Puerto S.A.               138,617 (AR)
    24,528,000  Companhia Paulista de
                  Forca-e Luz--CPFL             1,400,549 (BR)
        17,463  Empresa Nacional de
                  Electridad SA                   898,735 (SP)
        36,000  Empresa Nacional de
                  Electridad SA ADR               724,500 (CH)
        20,000  Enersis S.A. ADR                  505,000 (CH)
        87,000  Iberdrola I SA                    659,608 (SP)
       175,000  Seeboard PLC                    1,362,690 (UK)
                                           --------------
                                                7,681,963
                                           --------------
                UTILITIES: GAS--0.4%
         3,930  Electrabel                        864,517 (BE)
                                           --------------
                UTILITIES: TELEPHONE
                  SYSTEMS--1.4%
       200,000  British
                  Telecommunications PLC   $    1,253,480 (UK)
        15,750  Compania Telecomunicacion
                  Chile ADR                     1,088,719 (CH)
        19,040  Telefonica De Argentina
                  ADR                             454,580 (AR)
        42,000  Telefonica de Espana              579,592 (SP)
                                           --------------
                                                3,376,371
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------
                UTILITIES: WATER--0.4%
         9,270  Compagnie Generale des
                  Eaux                            892,987 (FR)
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $210,511,070)         217,061,449
                                           --------------

                TOTAL INVESTMENTS
                  (Cost $210,511,070+) 92.8%  217,061,449
                OTHER ASSETS AND
                  LIABILITIES, NET      7.2%   16,741,993
                                     -------  --------------
                TOTAL NET ASSETS      100.0% $  233,803,442
                                      =======  ==============
        +  The cost of investments for federal income tax
           purposes is $210,511,070. At September 30, 1995,
           net unrealized appreciation was $6,550,379. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $17,974,811 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $11,424,432.

  COUNTRY COMPOSITION

Argentina (AR)                1.09%
Australia (AS)                0.78%
Belgium (BE)                  1.31%
Brazil (BR)                   5.16%
Chile (CH)                    2.04%
Columbia (CO)                 1.19%
Finland (FI)                  1.65%
France (FR)                   6.17%
Germany (GC)                  1.92%
Hong Kong (HK)                3.53%
India (IN)                    3.31%
Indonesia (ID)                1.90%
Ireland (IR)                  1.24%
Italy (IT)                    1.53%
Japan (JA)                   28.82%
Malaysia (MY)                 5.21%
The Netherlands (NL)          3.03%
Norway (NO)                   1.64%
Peru (PR)                     0.92%
Singapore (SN)                2.13%
South Africa (SF)             1.72%
Spain (SP)                    2.47%
Switzerland (SZ)              1.70%
Thailand (TH)                 1.21%
Turkey (TK)                   1.88%
United Kingdom (UK)          10.21%
United States (US)            5.11%
Venezuela (VZ)                1.13%
                           -------
  Total                     100.00%
                           -------
                           -------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
40
PIMCO ADVISORS PRECIOUS METALS FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $46,815,076) (Note
  2a)                                                      $   50,564,733
Cash                                                              167,443
Dividends receivable                                              173,806
Receivable for Fund shares
  sold                                                             67,105
Other assets                                                        8,263
                                                           --------------
    Total assets                                               50,981,350
LIABILITIES:
Payable for investments
  purchased                     $                 302,675
Payable for Fund shares
  redeemed                                        258,122
Accrued expenses:
  Investment advisory fee                          32,465
  Distribution fee                                 27,213
  Servicing fee                                    10,821
  Other                                            88,233
                                                  -------
    Total liabilities                                             719,529
                                                           --------------
NET ASSETS                                                 $   50,261,821
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $   47,053,918
Accumulated net realized loss
  on investments                                                 (541,754)
Net unrealized appreciation on
  securities                                                    3,749,657
                                                           --------------
    Total net assets                                       $   50,261,821
                                                           --------------
                                                           --------------

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share
  ($7,669,899 DIVIDED BY 622,078
  shares)                                            $12.33
Sales charge--5.50% of public
  offering price                                       0.72
                                                  ---------
Maximum offering price                               $13.05
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share
  ($250,651 DIVIDED BY 21,059
  shares)                                            $11.90
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share
($42,341,271 DIVIDED BY 3,558,960
  shares)                                            $11.90
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $      185,916
Dividends (including $998,198
  in dividends from foreign
  securities less $164,018 in
  foreign taxes withheld at
  source)                                                         955,399
                                                           --------------
    Total investment income                                     1,141,315
                                                           --------------
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 434,323
Distribution fee (Class B)
  (Note 3b)                                           202
Distribution fee (Class C)
  (Note 3b)                                       367,587
Servicing fee (Class A) (Note
  3b)                                              22,178
Servicing fee (Class B) (Note
  3b)                                                  68
Servicing fee (Class C) (Note
  3b)                                             122,529
Transfer agent and custody
  fees                                            126,000
Professional fees                                  29,000
Trustees' fees and expenses
  (Note 3c)                                        10,000
Shareholder reports and
  notices                                          42,000
Miscellaneous                                      24,308
                                                  -------
    Total expenses                                              1,178,195
                                                           --------------
    Net investment loss                                           (36,880)
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on security
  and foreign currency
  transactions                                                    814,658
Net unrealized depreciation on
  securities                                                  (10,774,192)
                                                           --------------
Net realized and unrealized
  loss on investments                                          (9,959,534)
                                                           --------------
Net decrease in net assets
  resulting from operations                                $   (9,996,414)
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS
                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment loss             $    (36,880)              $      (18,427)
Net realized gain on security
  and foreign currency
  transactions                       814,658                    1,046,243
Net unrealized appreciation  
  (depreciation) on securities   (10,774,192)                  11,826,750
                                 -----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                      (9,996,414)                  12,854,566
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                       (13,795,302)                  33,889,902
                                 -----------               --------------
    Net increase (decrease) in
      net assets                 (23,791,716)                  46,744,468
NET ASSETS:
Beginning of year                 74,053,537                   27,309,069
                                 -----------               --------------
End of year                     $ 50,261,821               $   74,053,537
                                 ===========               ==============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS PRECIOUS METALS FUND                                           41
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--2.2%
$    1,100,000  General Electric Co.,
                  5.85%, 10/2/95
                (Cost $1,099,821)          $    1,099,821
                                           --------------

SHARES                                                   COUNTRY
- --------------                                           --
                COMMON STOCKS--97.8%
                MINING SHARES:
                  LARGE
                  CAPITALIZATION--61.9%
       110,000  Barrick Gold Corp.              2,846,250 (CA)
        90,000  Battle Mountain Gold Co.          888,750 (US)
       110,000  Driefontein Consolidated
                  Ltd. ADR*                     1,498,750 (SA)
        80,030  Echo Bay Mines Ltd.               870,326 (CA)
       210,000  Elandsrand Gold Mining
                  Co., Ltd. ADR                 1,207,773 (SA)
       140,000  Free State Consolidated
                  Gold Mines Ltd. ADR           1,592,500 (SA)
     1,000,000  Gold Mines of Kalgoorlie
                  Ltd.                            898,100 (AS)
        35,000  Goldfields of South
                  Africa Ltd. ADR                 949,375 (SA)
       190,000  Hemlo Gold Mines, Inc.          1,900,000 (CA)
       150,000  Homestake Mining Co.            2,550,000 (US)
       140,000  Kloof Gold Mining Co.,
                  Ltd. ADR                      1,557,500 (SA)
       360,000  Newcrest Mining Ltd.            1,575,972 (AS)
        70,000  Newmont Mining Corp.            2,975,000 (US)
       110,000  Placer Dome Inc.                2,887,500 (CA)
       330,000  Placer Pacific Ltd.               692,406 (AS)
       120,000  Santa Fe Pacific Gold
                  Corp.*                        1,515,000 (US)
       290,000  Sons of Gwalia Ltd.             1,466,530 (AS)
       150,000  TVX Gold Inc.*                  1,050,000 (CA)
       120,000  Vaal Reefs Exploration &
                  Mining Co. Ltd. ADR             787,500 (SA)
        40,000  Western Deep Levels Ltd.
                  ADR                           1,415,000 (SA)
                                           --------------
                                               31,124,232
                                           --------------
                MINING SHARES:
                  MEDIUM
                  CAPITALIZATION--16.0%
        10,000  Ashanti Goldfields Co.,
                  Ltd. GDR                        200,625 (GH)
       500,000  Australian Resources Ltd.         449,050 (AS)
       160,000  Beatrix Mines Ltd. ADR          1,533,728 (SA)
        70,000  Cambior Inc.                      740,565 (CA)
        50,000  Coeur D'Alene Mines Corp.       1,012,500 (US)
       300,000  Deelkraal Gold Mining
                  Ltd. ADR*                       303,960 (SA)
       101,000  Great Central Mines N.L.          216,494 (AS)
        50,000  Hecla Mining Co.*                 606,250 (US)
       950,000  Homestake Gold of
                  Australia Ltd*                1,426,900 (AS)
        85,000  Pegasus Gold Inc.               1,158,125 (US)
       200,000  Resolute Samantha Ltd.            377,380 (AS)
                                           --------------
                                                8,025,577
                                           --------------

                                           VALUE
SHARES                                     (NOTE 2)      COUNTRY
- --------------                             ----------------

                MINING SHARES:
                  SMALL
                  CAPITALIZATION--19.9%
        70,000  Agnico-Eagle Mines Ltd.    $      971,250 (CA)
       200,000  Delta Gold N.L. Corp.*            440,780 (AS)
       380,000  Eagle Mining Corp.                616,626 (AS)
       200,000  Emperor Mines Ltd.*               317,000 (AS)
        10,000  Firstmiss Gold Inc.               218,750 (US)
       205,000  Herald Resources Ltd.*            181,015 (AS)
       100,000  Kidston Gold Mines Ltd.           135,860 (AS)
       130,000  Macraes Mining Co. Ltd.           150,124 (AS)
       100,000  Miramar Mining Corp.*             593,750 (CA)
       200,000  Namibian Minerals Corp.*          225,680 (CA)
       100,000  North Flinders Mines Ltd.         596,270 (AS)
       340,000  Plutonic Resources Ltd.         1,757,868 (AS)
       310,000  Randgold & Exploration
                  Co. Ltd.*                     1,209,837 (SA)
       150,000  Richmont Mines, Inc.*             334,080 (CA)
       600,000  St. Barbara Mines Ltd.*           425,640 (AS)
       105,000  St. Helena Gold Mines
                  Ltd. ADR                        892,500 (SA)
        25,000  Stillwater Mining Company         518,750 (US)
       100,000  Viceroy Resources Corp.*          436,170 (CA)
                                           --------------
                                               10,021,950
                                           --------------
                TOTAL COMMON STOCKS
                  (Cost $45,357,098)           49,171,759
                                           --------------
                PREFERRED STOCKS--0.6%
                MINING SHARES:
                  LARGE
                  CAPITALIZATION--0.6%
         9,090  Echo Bay Finance Corp.
                  $1.75, Series A
                (Cost $358,157)                   293,153 (CA)
                                           --------------
                TOTAL INVESTMENTS                                 
                  (Cost $46,815,076+)    100.6%     50,564,733    
                OTHER ASSETS AND                                  
                  LIABILITIES, NET        (0.6%)      (302,912)  
                                       -------  --------------    
                TOTAL NET ASSETS         100.0% $   50,261,821    
                                       =======  ==============    
                
        +  The cost of investments for federal income tax
           purposes is $46,815,076. At September 30, 1995, net
           unrealized appreciation was $3,749,657. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $7,208,019 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $3,458,362.

  COUNTRY COMPOSITION

Australia (AS)               23.33%
Canada (CA)                  26.16%
Ghana (GH)                    0.40%
South Africa (SA)            25.76%
United States (US)           22.77%
Net Other                     1.58%
                           -------
  Total                     100.00%
                           =======

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
42
PIMCO ADVISORS HIGH INCOME FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $157,028,714) (Note
  2a)                                                      $  164,813,228
Cash                                                            1,107,555
Dividends receivable                                               71,803
Interest receivable                                             3,723,826
Receivable for investments
  sold                                                          5,800,396
Receivable for Fund shares
  sold                                                            709,851
Other assets                                                       38,363
                                                           --------------
    Total assets                                              176,265,022
LIABILITIES:
Payable for investments
  purchased                     $               5,420,105
Payable for Fund shares
  redeemed                                        269,278
Outstanding options written,
  at value (premiums received
  $7,000)
  (Notes 2c and 6)                                  7,125
Dividends payable                                 283,431
Accrued expenses:
  Investment advisory fee                          82,460
  Distribution fee                                 98,637
  Servicing fee                                    34,358
  Other                                           219,633
                                                 --------
    Total liabilities                                           6,415,027
                                                           --------------
NET ASSETS                                                 $  169,849,995
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $  277,119,972
Undistributed net investment
  income                                                          282,818
Accumulated net realized loss
  on investments                                             (115,337,184)
Net unrealized appreciation on
  securities                                                    7,784,514
Net unrealized depreciation on
  options written                                                    (125)
                                                           --------------
    Total net assets                                       $  169,849,995
                                                           --------------
                                                           --------------

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($7,790,604
   DIVIDED BY 981,339 shares)                          $7.94
Sales charge--4.75% of public
  offering price                                        0.40
                                                         ---
Maximum offering price                                 $8.34
                                                         ---
                                                         ---
CLASS B SHARES
Net asset value and offering
  price per share ($4,551,913
   DIVIDED BY 574,818 shares)                          $7.92
                                                         ---
                                                         ---
Redemption price per share                                *
                                                         ---
                                                         ---
CLASS C SHARES
Net asset value and offering
  price per share ($157,507,478
   DIVIDED BY 19.980,092 shares)                       $7.88
                                                         ---
                                                         ---
Redemption price per share                                *
                                                         ---
                                                         ---
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $   14,724,400
Dividends                                                         594,492
                                                           --------------
    Total investment income                                    15,318,892
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 962,851
Distribution fee (Class B)
  (Note 3b)                                         5,016
Distribution fee (Class C)
  (Note 3b)                                     1,161,114
Servicing fee (Class A) (Note
  3b)                                              12,478
Servicing fee (Class B) (Note
  3b)                                               1,672
Servicing fee (Class C) (Note
  3b)                                             387,038
Transfer agent and custody
  fees                                            219,000
Professional fees                                  57,000
Trustees' fees and expenses
  (Note 3c)                                        28,000
Shareholder reports and
  notices                                          95,000
Miscellaneous                                      49,497
                                                 --------
    Total expenses                                              2,978,666
                                                           --------------
    Net investment income                                      12,340,226
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  transactions                                                (50,482,353)
Net realized gain on options
  written                                                          85,875
Net unrealized appreciation on
  securities                                                   57,887,846
Net unrealized depreciation on
  options written                                                    (125)
                                                           --------------
Net realized and unrealized
  gain on investments                                           7,491,243
                                                           --------------
Net increase in net assets
  resulting from operations                                $   19,831,469
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment income           $ 12,340,226               $   17,102,378
Net realized loss on security
  transactions                   (50,482,353)                  (4,958,352)
Net realized gain on options 
  written                             85,875                           --
Net realized loss on futures 
  transactions                            --                     (185,398)
Net unrealized appreciation  
  (depreciation) on securities    57,887,846                  (30,020,739)
Net unrealized depreciation on
  futures contracts                       --                     (339,625)
Net unrealized depreciation on
  options written                       (125)                          --
                                 -----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                      19,831,469                  (18,401,736)
Dividends paid from net
  investment income   
  Class A                           (428,115)                    (419,430)
  Class B                            (50,434)                          --
  Class C                        (12,256,029)                 (16,458,390)
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                       (20,856,837)                 (42,052,298)
                                 -----------               --------------
Net decrease in net assets       (13,759,946)                 (77,331,854)
NET ASSETS:
Beginning of year                183,609,941                  260,941,795
                                 -----------               --------------
End of year (including
  undistributed net investment
  income of $282,818 and     
  $538,138, respectively)       $169,849,995               $  183,609,941
                                 ===========               ==============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS HIGH INCOME FUND                                               43
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--4.4%
$      700,000  Associates Corp. of North
                  America, 5.69%,
                  11/16/95                 $      694,911
     3,300,000  AT&T Corp., 5.65%-5.72%,
                  10/20/95-12/8/95              3,280,108
     1,700,000  Hewlett-Packard Co.,
                  5.625%-5.70%,
                  10/17/95-1/9/96               1,681,609
       200,000  Rockwell International
                  Corp., 5.73%, 10/10/95          199,713
     1,600,000  Wal-Mart Stores, Inc.,
                  5.71%, 10/4/95                1,599,239
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $7,456,640)             7,455,580
                                           --------------
                U.S. GOVERNMENT AGENCY
                  OBLIGATIONS--3.8%
                FEDERAL NATIONAL MORTGAGE
                  ASSOCIATION
                  (FNMA)--0.6%
       400,000  FNMA, 5.605%, Discount
                  Notes, 10/26/95                 398,443
     4,765,496  FNMA, REMIC 93-126, Class
                  PH, Interest Only,
                  7/25/08                         691,755
                                           --------------
                                                1,090,198
                                           --------------
                RESOLUTION TRUST
                  CORPORATION (RTC)--3.2%
     1,908,268  RTC, Series 95-C1, Class
                  F, 6.90%, 2/25/27             1,669,735
     1,277,621  RTC, Series 92-C3, Class
                  B, 9.05%, 8/25/23             1,316,350
     2,823,597  RTC, Series 94-C1, Class
                  E, 8.00%, 6/25/26             2,478,145
                                           --------------
                                                5,464,230
                                           --------------
                TOTAL U.S. GOVERNMENT
                  AGENCY OBLIGATIONS
                  (Cost $6,505,467)             6,554,428
                                           --------------
                CORPORATE BONDS AND
                  NOTES--81.6%
                BUILDING MATERIALS--1.3%
     2,000,000  Schuller International
                  Group, Inc., 10.875%,
                  12/15/04                      2,215,000
                                           --------------
                CHEMICALS--1.6%
       250,000  Acetex Corp., 9.75%,
                  10/1/03                         249,220
     3,500,000  G-I Holdings Inc., 0.00%,
                  10/1/98                       2,537,500
                                           --------------
                                                2,786,720
                                           --------------
                CONTAINERS--4.6%
     3,000,000  Owens-Illinois Inc.,
                  11.00%, 12/1/03               3,296,250
     2,000,000  Stone Container Corp.,
                  11.50%, 10/1/04               2,100,000
     2,500,000  Sweetheart Cup, Inc.,
                  9.625%, 9/1/00                2,487,500
                                           --------------
                                                7,883,750
                                           --------------
                COSMETICS--0.9%
     1,500,000  Revlon Inc., 9.50%,
                  6/1/99                        1,500,000
                                           --------------
                DEFENSE--1.0%
     1,500,000  Alliant Techsystems Inc.,
                  11.75%, 3/1/03                1,638,750
                                           --------------
                ELECTRONICS--0.9%
     1,500,000  Ametek, Inc., 9.75%,
                  3/15/04                       1,597,500
                                           --------------
                ENTERTAINMENT AND
                  LEISURE--4.8%
     3,000,000  Bally's Grand, Inc.,
                  10.375%, 12/15/03             2,955,000
       750,000  Bally's Park Place, Inc.,
                  9.25%, 3/15/04                  733,125
     3,500,000  Coleman Holdings Inc.,
                  0.00%, 5/27/98                2,730,000
     1,750,000  Showboat, Inc., 9.25%,
                  5/1/08                        1,653,750
                                           --------------
                                                8,071,875
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------

                FINANCIAL SERVICES--1.2%
$    2,000,000  Navistar Financial Corp.,
                  8.875%, 11/15/98         $    2,010,000
                                           --------------
                FOOD--1.2%
     2,000,000  Doskocil Companies Inc.,
                  9.75%, 7/15/00                1,965,000
                                           --------------
                FOREST AND PAPER
                  PRODUCTS--2.8%
     3,000,000  Repap Wisconsin, Inc.,
                  9.25%, 2/1/02                 2,887,500
     1,750,000  Stone Consolidated Corp.,
                  10.25% 12/15/00               1,846,250
                                           --------------
                                                4,733,750
                                           --------------
                HEALTH MANAGEMENT--3.5%
     2,750,000  Abbey Healthcare Group
                  Inc., 9.50%, 11/1/02          2,866,875
     2,000,000  Genesis Health Ventures,
                  Inc., 9.75%, 6/15/05          2,090,000
     1,000,000  Tenet Healthcare Corp.,
                  9.625%, 9/1/02                1,060,000
                                           --------------
                                                6,016,875
                                           --------------
                INSURANCE--2.1%
     2,000,000  Phoenix Re Corp., 9.75%,
                  8/15/03                       2,080,000
     1,500,000  Reliance Group Holdings,
                  Inc. 9.00%, 11/15/00          1,498,125
                                           --------------
                                                3,578,125
                                           --------------
                LODGING--2.5%
     3,500,000  Hammons, (J.Q.) Hotels
                  L.P., 8.875%, 2/15/04         3,272,500
     1,000,000  HMH Properties, Inc.,
                  9.50%, 5/15/05                  985,000
                                           --------------
                                                4,257,500
                                           --------------
                MEDIA--19.2%
     3,500,000  Act III Broadcasting
                  Inc., 9.625%, 12/15/03        3,552,500
     2,000,000  Benedek Broadcasting
                  Corp., 11.875%, 3/1/05        2,115,000
     4,000,000  Cablevision Systems
                  Corp., 9.875%-10.75%,
                  4/1/04-4/1/23                 4,197,500
     2,750,000  Century Communications
                  Corp., 11.875%,
                  10/15/03                      2,921,875
     1,500,000  CF Cable TV Inc., 9.125%,
                  7/15/07                       1,515,000
     2,500,000  Continental Cablevision,
                  Inc., 11.00%, 6/1/07          2,762,500
     1,500,000  Granite Broadcasting
                  Corp., 10.375%, 5/15/05       1,530,000
     1,500,000  Infinity Broadcasting
                  Corp., 10.375%, 3/15/02       1,612,500
     1,000,000  Jones Intercable, Inc.,
                  9.625%, 3/15/02               1,045,000
     2,500,000  K-III Communications
                  Inc., 10.25%, 6/1/04          2,662,500
     2,000,000  Rogers Cablesystems of
                  America, Inc., 10.00%,
                  3/15/05                       2,067,506
     3,100,000  SCI Television, Inc.,
                  11.00%, 6/30/05               3,278,250
       750,000  Sinclair Broadcast Group,
                  Inc., 10.00%, 9/30/05           766,875
     2,500,000  TeleWest Communications
                  PLC, 9.625%, 10/1/06          2,537,500
                                           --------------
                                               32,564,506
                                           --------------
                MISCELLANEOUS
                  MANUFACTURING--4.9%
     2,500,000  American Standard Inc.,
                  11.375%, 5/15/04              2,750,000
     2,750,000  Figgie International
                  Inc., 9.875%, 10/1/99         2,773,053
     2,750,000  Sequa Corp.,
                  8.75%-10.00%,
                  5/14/01-12/15/01              2,782,590
                                           --------------
                                                8,305,643
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
44
PIMCO ADVISORS HIGH INCOME FUND

- --------------------------------------------------------------------------------
PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                OIL AND GAS--8.9%
$    3,000,000  Ferrellgas, Inc., 10.00%,
                  8/1/01                   $    3,120,000
     3,575,000  Gulf Canada Resources
                  Ltd., 9.25%, 1/15/04          3,539,250
     3,395,000  HS Resources, Inc.,
                  9.875%, 12/1/03               3,339,831
     1,500,000  Nuevo Energy Co., 12.50%,
                  6/15/02                       1,627,500
     4,000,000  Triton Energy Corp.,
                  0.00%, 11/1/97                3,425,000
                                           --------------
                                               15,051,581
                                           --------------
                PRIVATE ASSET BACKED:
                  MORTGAGES--1.9%
     1,376,350  MBLAC-NY REO Associates
                  L.P., Loan
                  Participation, 9.375%,
                  2/1/98                        1,376,350
     1,000,000  Nationsbanc Mortgage
                  Capital Corp., Multi-
                  Family Trust
                  Certificate, 95-M2,
                  Class UC, 8.195%,
                  5/25/25                         687,656
     1,350,000  Uniprop, REMIC 93-1,
                  Class C, 8.43%,
                  12/15/25                      1,220,906
                                           --------------
                                                3,284,912
                                           --------------
                PUBLISHING--2.3%
     4,000,000  World Color Press, Inc.,
                  9.125%, 3/15/03               3,990,000
                                           --------------
                RETAIL--1.8%
     1,000,000  Pathmark Stores, Inc.,
                  0.00%, until 11/1/99
                  (10.75% to 11/1/03)             655,000
     2,500,000  Pathmark Stores, Inc.,
                  9.625%, 5/1/03                2,481,250
                                           --------------
                                                3,136,250
                                           --------------
                TELECOMMUNICATIONS--3.5%
     1,000,000  Metrocall, Inc., 10.375%,
                  10/1/07                       1,015,000
     2,000,000  Paging Network, Inc.,
                  8.875%-10.125%,
                  2/1/06-8/1/07                 2,015,000
     2,750,000  Rogers Cantel Mobile
                  Communications, Inc.,
                  10.75%, 11/1/01               2,887,500
                                           --------------
                                                5,917,500
                                           --------------
                TEXTILES--1.8%
     3,000,000  WestPoint Stevens, Inc.,
                  8.75%, 12/15/01               2,977,500
                                           --------------
                UTILITIES: ELECTRIC--7.8%
     3,500,000  AES Corp., 9.75%, 6/15/00       3,574,375
     2,000,000  California Energy Co.,
                  9.875%, 6/30/03               2,040,000
     1,900,000  California Energy Co.,
                  Inc., 0.00%, until
                  1/15/97 (10.25% to
                  1/15/04)                      1,676,750
     3,000,000  CTC Mansfield Funding
                  Corp., 11.125%, 9/30/16       3,080,220
     3,000,000  Long Island Lighting Co.,
                  7.125%, 6/1/05                2,833,938
                                           --------------
                                               13,205,283
                                           --------------
                UTILITIES: GAS--1.1%
     1,750,000  AmeriGas Partners, L.P.,
                  10.125%, 4/15/07              1,863,750
                                           --------------
                TOTAL CORPORATE BONDS AND
                  NOTES
                  (Cost $130,801,160)         138,551,770
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SOVEREIGN ISSUES--3.6%
$    4,750,000(a) Republic of Argentina,
                  Floating Rate Note,
                  6.812%, 3/31/05          $    2,945,000
     1,000,000  Republic of Argentina,
                  Floating Rate Note,
                  5.00%, 3/31/23                  480,000
     1,500,000  United Mexican States
                  Tesobonos, 0.00%,
                  1/18/96                       1,464,000
     2,000,000  United Mexican States,
                  Value Recovery Rights,
                  12/31/19                              0
     2,000,000  United Mexican States,
                  Series B, 6.25%,
                  12/31/19                      1,207,500
                                           --------------
                TOTAL SOVEREIGN ISSUES
                  (Cost $6,243,672)             6,096,500
                                           --------------
SHARES
- --------------
                PREFERRED STOCKS--3.6%
                BANKS--1.6%
        25,000  First Nationwide Bank
                  FSB, 11.50%                   2,775,000
                                           --------------
                MEDIA--2.0%
       133,200  Newscorp. Overseas Ltd.,
                  8.625%, Series A              3,379,950
                                           --------------
                TOTAL PREFERRED STOCKS
                  (Cost $6,021,775)             6,154,950
                                           --------------
                TOTAL SECURITIES OWNED                              
                  (Cost $157,028,714+)        164,813,228 
                                           -------------- 
                
CONTRACTS
- --------
                OUTSTANDING CALL OPTIONS
                  WRITTEN--(0.0%)
            50  Republic of Argentina,
                  Floating Rate Note,
                  6.812%, 3/31/05,
                  expiring November '95 @
                  $65.125
                (Premium Received $7,000)          (7,125)
                                           --------------

TOTAL INVESTMENTS, NET OF
  OUTSTANDING OPTIONS
  WRITTEN
  (Cost $157,021,714)          97.0%    164,806,103
OTHER ASSETS AND
  LIABILITIES, NET              3.0%      5,043,894
                            -------  --------------
TOTAL NET ASSETS              100.0% $  169,849,995
                            =======  ==============
        +  The cost of investments for federal income tax
           purposes is $157,028,714. At September 30, 1995,
           net unrealized appreciation was $7,784,514. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $8,204,790 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $420,276.
      (a)  See Outstanding Call Options Written.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS TOTAL RETURN INCOME FUND                                       45
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $86,403,605) (Note
  2a)                                                      $   87,119,928
Foreign currency holdings, at
  value
  (Cost of $33,534) (Note 2b)                                      34,365
Cash                                                            1,944,474
Variation margin on open
  futures contracts (Note 2d)                                     446,170
Interest receivable                                               544,884
Receivable for investments
  sold                                                            661,538
Receivable for Fund shares
  sold                                                          1,724,201
Receivable for forward foreign
  currency contracts sold
  (Notes 2e and 7)                                              3,048,315
Unamortized organization costs
  (Note 2j)                                                        42,279
Other                                                              40,504
                                                           --------------
    Total assets                                               95,606,658
LIABILITIES:
Payable for investments
  purchased                     $                   8,383
Payable for Fund shares
  redeemed                                         58,301
Forward foreign currency
  contracts sold, at value
  (Cost $3,048,315) (Notes 2e
  and 7)                                        3,172,416
Outstanding options written,
  at value (premiums received
  $31,571)
  (Notes 2c and 6)                                 28,000
Dividends payable                                  34,204
Accrued expenses:
  Investment advisory fee                          41,238
  Distribution fee                                 30,143
  Servicing fee                                    17,182
  Other                                            66,418
                                                 --------
    Total liabilities                                           3,456,285
                                                           --------------
NET ASSETS                                                 $   92,150,373
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $   89,529,908
Undistributed net investment
  income                                                           66,840
Undistributed net realized
  gain on investments                                           1,816,227
Net unrealized appreciation on
  securities                                                      716,323
Net unrealized appreciation on
  foreign currency holdings                                           831
Net unrealized depreciation on
  forward foreign currency
  contracts                                                      (124,101)
Net unrealized appreciation on
  options written                                                   3,571
Net unrealized appreciation on
  futures contracts (Note 2d)                                     140,774
                                                           --------------
    Total net assets                                       $   92,150,373
                                                           --------------
                                                           --------------
CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($37,714,002
   DIVIDED BY 3,524,056 shares)                      $10.70
Sales charge--4.75% of public
  offering price                                       0.53
                                                  ---------
Maximum offering price                               $11.23
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share ($8,805,374
   DIVIDED BY 820,736 shares)                        $10.73
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share ($45,630,997
   DIVIDED BY 4,264,605 shares)                      $10.70
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Period Ended September 30, 1995*

INVESTMENT INCOME:
Interest                                                   $    2,266,473
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 214,491
Distribution fee (Class B)
  (Note 3b)                                        11,353
Distribution fee (Class C)
  (Note 3b)                                       129,761
Servicing fee (Class A) (Note
  3b)                                              42,334
Servicing fee (Class B) (Note
  3b)                                               3,784
Servicing fee (Class C) (Note
  3b)                                              43,254
Transfer agent and custody
  fees                                             57,640
Professional fees                                  30,000
Trustees' fees and expenses
  (Note 3c)                                         4,500
Shareholder reports and
  notices                                          15,000
Miscellaneous                                      31,109
                                                  -------
    Total expenses                                                583,226
                                                           --------------
    Net investment income                                       1,683,247
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on security
  transactions and foreign
  currency holdings                                               173,032
Net realized gain on forward
  foreign currency contracts                                      206,743
Net realized gain on options
  written                                                         225,852
Net realized gain on futures
  transactions                                                  1,235,669
Net unrealized appreciation on
  securities                                                      716,323
Net unrealized appreciation on
  foreign currency holdings                                           831
Net unrealized depreciation on
  forward foreign currency
  contracts                                                      (124,101)
Net unrealized appreciation on
  options written                                                   3,571
Net unrealized appreciation on
  futures contracts                                               140,774
                                                           --------------
Net realized and unrealized
  gain on investments                                           2,578,694
                                                           --------------
Net increase in net assets
  resulting from operations                                $    4,261,941
                                                           --------------
                                                           --------------
- ------------------
* The Fund commenced operations on December 22, 1994.

STATEMENT OF CHANGES IN NET ASSETS

                                   PERIOD ENDED
                                     SEPTEMBER
                                           30,
                                         1995*
                                   ------------
OPERATIONS:
Net investment income               $1,683,247
Net realized gain on security
 transactions and foreign
 currency transactions                 173,032
Net realized gain on forward
 foreign currency contracts            206,743
Net realized gain on options
 written                               225,852
Net realized gain on futures
 transactions                        1,235,669
Net unrealized appreciation on
 securities                            716,323
Net unrealized appreciation on
 foreign currency holdings                 831
Net unrealized depreciation on
 forward foreign currency
 contracts                            (124,101)
Net unrealized appreciation on
 options written                         3,571
Net unrealized appreciation on
 futures contracts                     140,774
                                                         -
                                   ------------
Net increase in net assets
 resulting from operations           4,261,941
Dividends paid from net
 investment income
  Class A                             (848,158)
  Class B                              (59,051)
  Class C                             (734,267)
Net increase from Fund share
 transactions (Note 5)              89,529,908
                                                         -
                                   ------------
    Net increase in net assets      92,150,373
NET ASSETS:
Beginning of period                         --
                                   ------------
End of period (including
 undistributed net investment
 income of $66,840)                 $92,150,373
                                                         -
                                                         -
                                   ------------
                                   ------------
- ------------------
* The Fund commenced operations on December 22, 1994.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
46
PIMCO ADVISORS TOTAL RETURN INCOME FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--46.7%
$    4,000,000  Abbott Laboratories,
                  5.69%,10/11/95*          $    3,993,678
     3,800,000  Associates Corp. of North
                  America, 5.68%-5.69%,
                  11/16/95-11/27/95*            3,769,615
     3,700,000  AT&T Corp., 5.64%-5.69%,
                  10/20/95-11/21/95*            3,681,290
     1,500,000  Coca-Cola Co.,
                  5.63%-6.07%,
                  10/11/95-12/4/95*             1,488,577
     1,500,000  Commonwealth Bank of
                  Australia, 5.63%,
                  10/13/95*                     1,497,185
     3,000,000  DuPont (E.I.) De Nemours
                  & Co., 5.66%-6.03%,
                  10/3/95-11/9/95*              2,987,402
     3,400,000  General Electric Capital
                  Corp., 5.73%-6.50%,
                  10/2/95-11/10/95*             3,392,510
     3,900,000  Hewlett-Packard Co.,
                  5.59%-5.67%,
                  10/17/95-1/9/96*              3,870,533
     4,000,000  Kellogg Co., 5.70%,
                  10/25/95*                     3,984,800
       300,000  Minnesota Mining &
                  Manufacturing Co.,
                  5.73%, 11/14/95*                297,899
     2,100,000  National Rural Utilities
                  Cooperative Finance
                  Corp., 5.72%,
                  10/10/95-10/12/95*            2,096,679
     1,000,000  Ontario Hydro, 5.66%,
                  12/8/95*                        988,780
     4,000,000  US West Communications
                  Inc., 5.72%-5.89%,
                  10/5/95-10/24/95*             3,991,203
     3,500,000  Wal-Mart Stores, Inc.,
                  5.71%,10/6/95*                3,497,224
     3,500,000  Western Australian
                  Treasury Corp., 5.70%,
                  10/24/95-11/15/95*            3,485,513
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $43,024,538)           43,022,888
                                           --------------
                U.S. TREASURY
                  OBLIGATIONS--1.6%
     1,455,000  U.S. Treasury Bills,
                  5.34%-5.76%,
                  10/26/95-2/8/96*
                (Cost $1,436,446)               1,436,761
                                           --------------
                U.S. GOVERNMENT AGENCY
                  OBLIGATIONS--31.4%
                FEDERAL HOME LOAN
                  MORTGAGE CORP.
                  (FHLMC)--6.6%
     5,932,075  FHLMC, 30-Year Adjustable
                  Rate Mortgages,
                  5.88%-7.061%,
                  1/1/24-8/1/24*                6,054,925
                                           --------------
                FEDERAL NATIONAL MORTGAGE
                  ASSOCIATION
                  (FNMA)--14.1%
     6,483,576  FNMA, 30-Year Adjustable
                  Rate Mortgages,
                  6.126%-7.476%,
                  10/1/23-3/1/25*               6,635,230
     4,000,000  FNMA, 5.60%, Discount
                  Notes,
                  10/26/95-11/2/95*             3,982,650
     2,400,420  FNMA, REMIC 91-113, Class
                  ZC, 8.50%, 11/25/18*          2,407,403
                                           --------------
                                               13,025,283
                                           --------------
                GOVERNMENT NATIONAL
                  MORTGAGE ASSOCIATION
                  (GNMA)--10.7%
     9,736,662  GNMA, 30-Year Adjustable
                  Rate Mortgages, 6.50%,
                  3/20/23-1/20/25*              9,871,429
                                           --------------
                TOTAL U.S. GOVERNMENT
                  AGENCY OBLIGATIONS
                  (Cost $28,370,166)           28,951,637
                                           --------------
                CORPORATE BONDS AND
                  NOTES--7.1%
                FINANCIAL SERVICES--1.8%
     1,000,000  General Motors Acceptance
                  Corp., Medium-Term
                  Note, 7.75%, 7/18/96          1,012,510
       625,000  Morgan Stanley Group
                  Inc., 7.79%, 2/3/97             637,725
                                           --------------
                                                1,650,235
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                MEDIA--1.1%
$    1,000,000  Time Warner Inc., 7.45%,
                  2/1/98                   $    1,017,040
                                           --------------
                OIL AND GAS--0.9%
       800,000  Maxus Energy Corp.,
                  Medium-Term Note,
                  10.10%, 10/18/95                800,576
                                           --------------
                PRIVATE ASSET BACKED:
                  MORTGAGES--2.1%
       859,826  DLJ Mortgage Acceptance
                  Corp., REMIC, 94-10,
                  Class 1A, Floating
                  Rate, 6.6197%, 5/25/24*         874,605
     1,080,938  Ryland Mortgage
                  Securities Corp.,
                  REMIC, 93-8, Class A,
                  Floating Rate, 7.855%,
                  9/25/23*                      1,097,152
                                           --------------
                                                1,971,757
                                           --------------
                TRANSPORTATION: AIR--1.2%
     1,000,000  Delta Air Lines, Inc.,
                  10.14%, 8/14/12               1,143,370
                                           --------------
                TOTAL CORPORATE BONDS AND
                  NOTES
                  (Cost $6,394,490)             6,582,978
                                           --------------
                SOVEREIGN ISSUES--7.7%
     3,303,002  Deutschland Republic,
                  6.25%, 1/04/24                2,843,881
     2,598,484  Government of Canada,
                  8.75%, 12/1/05                2,782,171
     1,000,000  Republic of Argentina,
                  Floating Rate Note,
                  6.812%, 3/31/05                 620,000
       900,000  United Mexican States
                  Tesobonos, .00%,
                  1/18/96                         878,400
                                           --------------
                TOTAL SOVEREIGN ISSUES
                  (Cost $7,176,629)             7,124,452
                                           --------------

CONTRACTS
- --------------
                PURCHASED PUT
                  OPTIONS--0.0%
            23  Euro Dollar Futures,
                  expiring June '96 @
                  $90.75
                (Cost $411)                           287
                                           --------------
                OTC INTEREST RATE
                  CAPS--0.0%
            37  OTC Interest Rate Cap 3
                  Month LIBOR, expiring
                  March '96 @ $88
                (Cost $925)                           925
                                           --------------
                TOTAL SECURITIES OWNED 
                  (Cost $86,403,605+)          87,119,928
                                           --------------
                OUTSTANDING PUT OPTIONS WRITTEN--(0.0%)
            80    Eurodollar Futures, expiring
                  March '96 @ $94 (Premium 
                  Received $31,571)               (28,000)
                                            --------------

TOTAL INVESTMENTS, NET OF
  OUTSTANDING OPTIONS
  WRITTEN
  (Cost $86,372,034)             94.5%     87,091,928
OTHER ASSETS AND
  LIABILITIES, NET                5.5%      5,058,445
                              -------  --------------
TOTAL NET ASSETS                100.0% $   92,150,373
                              =======  ==============
        +  The cost of investments for federal income tax
           purposes is $86,403,605. At September 30, 1995, net
           unrealized appreciation was $716,323. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of $861,224
           and aggregate gross unrealized depreciation of all
           investments on which there was an excess of tax
           cost over market value of $144,901.
        *  Either all or a portion of these securities have
           been segregated with the custodian to cover forward
           foreign currency contracts, futures contracts, and
           written options on futures contracts.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS TAX EXEMPT FUND                                                47
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $53,283,012) (Note
  2a)                                                      $   56,273,825
Cash                                                              346,604
Interest receivable                                               948,306
Receivable for Fund shares
  sold                                                              2,663
Other assets                                                       10,502
                                                           --------------
    Total assets                                               57,581,900
LIABILITIES:
Payable for Fund shares
  redeemed                      $                 181,646
Dividends payable                                  36,173
Accrued expenses:
  Investment advisory fee                          28,571
  Distribution fee                                 34,036
  Servicing fee                                    11,904
  Other                                            76,414
                                               ----------
    Total liabilities                                             368,744
                                                           --------------
NET ASSETS                                                 $   57,213,156
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $   55,408,658
Accumulated net investment
  loss                                                           (131,752)
Accumulated net realized loss
  on investments                                               (1,054,563)
Net unrealized appreciation on
  securities                                                    2,990,813
                                                           --------------
    Total net assets                                       $   57,213,156
                                                           --------------
                                                           --------------
CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($2,700,838
   DIVIDED BY 228,256 shares)                        $11.83
Sales charge--4.75% of public
  offering price                                       0.59
                                                  ---------
Maximum offering price                               $12.42
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share ($288,258
   DIVIDED BY 24,349 shares)                         $11.84
                                                  ---------
                                                  ---------
REDEMPTION PRICE PER SHARE                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share ($54,224,060
   DIVIDED BY 4,586,079 shares)                      $11.82
                                                  ---------
                                                  ---------
REDEMPTION PRICE PER SHARE                            *
                                                  ---------
                                                  ---------
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    3,742,211
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 369,918
Distribution fee (Class B)
  (Note 3b)                                           559
Distribution fee (Class C)
  (Note 3b)                                       442,382
Servicing fee (Class A) (Note
  3b)                                               6,485
Servicing fee (Class B) (Note
  3b)                                                 186
Servicing fee (Class C) (Note
  3b)                                             147,461
Transfer agent and custody
  fees                                             64,000
Professional fees                                  34,000
Trustees' fees and expenses                         9,000
Shareholder reports and
  notices                                          21,000
Miscellaneous                                      18,888
                                                  -------
    Total expenses                                              1,113,879
                                                           --------------
    Net investment income                                       2,628,332
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  transactions                                                   (507,989)
Net unrealized appreciation on
  securities                                                    3,556,291
                                                           --------------
Net realized and unrealized
  gain on investments                                           3,048,302
                                                           --------------
Net increase in net assets
  resulting from operations                                $    5,676,634
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                ----------                 --------------
OPERATIONS:
Net investment income           $  2,628,332               $    3,251,256
Net realized gain (loss) on  
  security transactions             (507,989)                     191,890
Net unrealized appreciation  
  (depreciation) on securities     3,556,291                   (9,271,830)
                                  ----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                       5,676,634                   (5,828,684)
Dividends paid from net
  investment income   
  Class A                           (130,153)                    (139,595)
  Class B                             (2,846)                          --
  Class C                         (2,539,832)                  (3,234,994)
Distributions paid from net  
  realized gain on investments
  Class A                                 --                      (46,605)
  Class C                                 --                   (1,353,726)
Net decrease from Fund share 
  transactions (Note 5)          (16,730,623)                  (2,783,860)
                                  ----------               --------------
    Net decrease in net assets   (13,726,820)                 (13,387,464)
NET ASSETS:
Beginning of year                 70,939,976                   84,327,440
                                  ----------               --------------
End of year (including
  accumulated net investment 
  loss of $131,752 and
  $153,448, respectively)       $ 57,213,156               $   70,939,976
                                  ==========                =============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
48
PIMCO ADVISORS TAX EXEMPT FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                MUNICIPAL BONDS AND
                  NOTES--98.4%
                ARIZONA--4.9%
$    3,000,000  Salt River Agricultural
                  Improvement and Power
                  District, Electric
                  Revenue Bonds, Series
                  1992 D and 1993 B,
                  5.25%-5.50%,
                  1/1/13-1/1/25            $    2,827,500
                                           --------------
                CALIFORNIA--9.7%
       500,000  City of San Jose,
                  Redevelopment Agency,
                  Merged Area
                  Redevelopment Project,
                  Tax Allocation Bonds,
                  (MBIA Insured). Series
                  1993, 6.00%, 8/1/15             509,375
     3,000,000  Los Angeles Convention
                  and Exhibition Center
                  Authority, Certificates
                  of Participation,
                  Series 1985,
                  (Prerefunded 12/1/05),
                  9.00%, 12/1/10-12/1/20        3,978,749
     1,000,000  Los Angeles County
                  Transportation
                  Commission, Sales Tax
                  Revenue Refunding
                  Bonds, Series 1991 B,
                  6.50%, 7/1/13                 1,033,750
                                           --------------
                                                5,521,874
                                           --------------
                DISTRICT OF
                  COLUMBIA--1.8%
     1,000,000  Metropolitan Washington
                  Airports Authority
                  System Revenue Bond,
                  (MBIA Insured), Series
                  1992 A, 6.625%, 10/1/19       1,040,000
                                           --------------
                FLORIDA--3.6%
     1,000,000  Jacksonville Electric
                  Authority, Bulk Power
                  Supply System Revenue
                  Bonds, (Prerefunded
                  10/01/00) (Scherer 4
                  Project, Issue One,
                  Series 1991 A), 6.75%,
                  10/1/21                       1,116,250
     1,000,000  Jacksonville Electric
                  Authority, St. Johns
                  River System Revenue
                  Bonds, Issue Two,
                  Series 11, 5.375%,
                  10/1/13                         956,250
                                           --------------
                                                2,072,500
                                           --------------
                GEORGIA--3.4%
     2,000,000  Atlanta, Georgia, General
                  Obligation Bonds,
                  5.60%, 12/1/18                1,937,500
                                           --------------
                HAWAII--1.9%
     1,000,000  State of Hawaii, Airport
                  System Revenue Bonds,
                  Second Series of 1991,
                  6.90%, 7/1/12                 1,098,750
                                           --------------
                ILLINOIS--9.1%
     1,000,000  Illinois, Educational
                  Facility Authority,
                  Northwestern University
                  Revenue Bonds,
                  (Prerefunded 12/1/01),
                  Series 1985, 6.90%,
                  12/1/21                       1,133,750
     1,000,000  State of Illinois,
                  General Obligation
                  Bonds, Series of March
                  1992, 6.25%, 10/1/12          1,032,500
     1,000,000  State of Illinois,
                  Highway Authority,
                  Highway Revenue Bonds,
                  Series 1992 A, 6.375%,
                  1/1/15                        1,025,000
     1,000,000  State of Illinois, Sales
                  Tax Revenue Refunding
                  Bonds, Series Q, 6.00%,
                  6/15/12                       1,037,500
     1,000,000  University of Illinois
                  Board of Trustees,
                  Auxiliary Facility
                  System Revenue Bonds,
                  Series 1991, 5.75%,
                  4/1/22                          967,500
                                           --------------
                                                5,196,250
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                INDIANA--6.0%
$    1,000,000  Indiana Municipal Power
                  Agency, Power Supply
                  System Revenue Bonds,
                  (Prerefunded 1/1/00),
                  Series 1989 A, 7.10%,
                  1/1/15                   $    1,113,750
     1,300,000  Indianapolis, Local
                  Public Improvement Bond
                  Bank, Transportation
                  Revenue Bond, Series
                  1992 and 1992 D,
                  6.00%-6.75%,
                  7/1/10-2/1/14                 1,385,625
     1,000,000  Petersburg County
                  Pollution Control
                  Revenue Refunding
                  Bonds, Indianapolis
                  Power & Light, Series
                  1993 B, 5.40%, 8/1/17           941,250
                                           --------------
                                                3,440,625
                                           --------------
                MASSACHUSETTS--1.6%
     1,000,000  Massachusetts Water
                  Resources Authority,
                  Revenue Bonds, Series
                  1993 B, 5.50%, 3/1/17           942,500
                                           --------------
                MISSISSIPPI--4.4%
     2,670,000  State of Mississippi,
                  General Obligation
                  Bonds, Series 1994 A,
                  5.10%,
                  11/15/11-11/15/12             2,541,669
                                           --------------
                NEVADA--1.9%
     1,000,000  State of Nevada, General
                  Purpose Revenue Bonds,
                  6.50%, 10/1/09                1,061,250
                                           --------------
                NEW HAMPSHIRE--1.9%
     1,000,000  New Hampshire Turnpike
                  System, Refunding
                  Revenue Bonds, (FGIC
                  Insured), Series 1991
                  A, 6.75%, 11/1/11             1,096,250
                                           --------------
                NEW JERSEY--3.8%
     2,000,000  New Jersey Turnpike
                  Authority, Turnpike
                  Revenue Bonds, Series
                  1992 C, 6.50%, 1/1/16         2,162,500
                                           --------------
                NEW YORK--11.9%
     1,000,000  New York City Municipal
                  Water Finance
                  Authority, Series 1992
                  C, Water & Sewer System
                  Revenue Bonds, (FGIC
                  Insured), 4.60%,
                  6/15/22                       1,000,000
     1,000,000  New York City Municipal
                  Water Finance
                  Authority, Water and
                  Sewer System Revenue
                  Bonds, (Prerefunded
                  6/15/01), Series 1991
                  C, 7.375%, 6/15/13            1,155,000
     1,000,000  New York City, General
                  Obligation Bonds, (MBIA
                  Insured), Series B,
                  4.60%, 8/15/04                1,000,000
       650,000  State of New York, Local
                  Government Assistance
                  Corp., Sales Tax
                  Revenue Bonds, Series
                  1992 C, 6.00%, 4/1/12           663,813
     1,500,000  State of New York,
                  Medical Care Facility
                  Finance Agency, Revenue
                  Bonds, (FHA Insured),
                  Series 1995 A, 6.125%,
                  2/15/15                       1,500,000
     1,000,000  State of New York,
                  Thruway Authority,
                  Revenue Bonds, (MBIA
                  Insured), Series 1995
                  A, 5.50%, 4/1/15                962,500

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS TAX EXEMPT FUND                                                49
- --------------------------------------------------------------------------------
PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
$      500,000  Triborough Bridge &
                  Tunnel Authority,
                  General Purpose Revenue
                  Bonds, Series Y, 6.00%,
                  1/1/12                   $      518,125
                                           --------------
                                                6,799,438
                                           --------------
                NORTH DAKOTA--1.9%
     1,000,000  Mercer County Pollution
                  Control Revenue Bonds,
                  Series 1991, 6.90%,
                  2/1/19                        1,070,000
                                           --------------
                OHIO--1.7%
     1,000,000  Cleveland Water and Sewer
                  Revenue Refunding and
                  Improvement Revenue
                  Bonds, (MBIA Insured),
                  Series 1993 G, Number
                  1, 5.50%, 1/1/21                971,250
                                           --------------
                PENNSYLVANIA--4.3%
     1,525,000  City of Pittsburgh,
                  General Obligation
                  Bonds, (AMBAC Insured)
                  Series 1993 A, 5.50%,
                  9/1/14                        1,500,219
     1,000,000  State of Pennsylvania,
                  Industrial Development
                  Authority Revenue
                  Bonds, (AMBAC Insured),
                  5.50%, 1/1/14                   960,000
                                           --------------
                                                2,460,219
                                           --------------
                SOUTH CAROLINA--3.4%
     1,750,000  Charleston County,
                  Resource Recovery
                  Revenue Bonds, (Foster
                  Wheeler Charleston
                  Resource Recovery
                  Project), Series 1987
                  A, 9.25%, 1/1/10              1,925,000
                                           --------------
                TEXAS--14.3%
     1,000,000  Board of Regents of the
                  University of Texas
                  System, Revenue
                  Financing System
                  Refunding Bonds, Series
                  1991 B, 6.75%, 8/15/13        1,076,250
       750,000  City of Austin, Public
                  Improvement Refunding
                  Bonds, Series 1993 A,
                  4.80%, 9/1/08                   716,250
     1,000,000  Dallas Water and Sewer
                  System Revenue Bonds,
                  Series 1994, 5.25%,
                  4/1/13                          957,500

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
$    2,000,000  Houston, Texas, Water and
                  Sewer System Revenue
                  Bonds, Series 1993 B,
                  5.00%, 12/01/18          $    1,757,500
     2,000,000  San Antonio, Texas,
                  Electric & Gas Revenue
                  Bonds, Series B, 5.00%,
                  2/1/16                        1,777,500
     2,000,000  State of Texas, General
                  Obligation Bonds,
                  Series 1992 C, 5.50%,
                  4/1/20                        1,907,500
                                           --------------
                                                8,192,500
                                           --------------
                WASHINGTON--3.9%
     1,000,000  Kent School District No.
                  415 King County,
                  Washington, Unlimited
                  Tax General Obligation
                  Bonds, Series 1991 B,
                  6.70%, 12/1/11                1,108,750
     1,000,000  Municipality of
                  Metropolitan Seattle,
                  Sewer Revenue Bonds,
                  (Prerefunded 1/1/00),
                  Series T, 6.875%,
                  1/1/31                        1,107,500
                                           --------------
                                                2,216,250
                                           --------------
                WYOMING--3.0%
     1,700,000  Lincoln County Pollution
                  Industrial Control
                  Revenue Bonds Variable
                  Rate Demand Note,
                  4.60%, 11/1/14                1,700,000
                                           --------------
                TOTAL INVESTMENTS                                     
                  (Cost $53,283,012+) 98.4%     56,273,825 
                OTHER ASSETS AND                                      
                  LIABILITIES, NET     1.6%        939,331 
                                    -------  -------------- 
                TOTAL NET ASSETS     100.0% $   57,213,156 
                                     =======  ============== 
                
        +  The cost of investments for federal income tax
           purposes is $53,000,207. At September 30, 1995, net
           unrealized appreciation was $3,273,618. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $3,700,625 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $427,007.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
50
PIMCO ADVISORS U.S. GOVERNMENT FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $325,969,809) (Note
  2a)                                                      $  334,100,861
Cash                                                            2,283,249
Variation margin on open
  futures contracts (Note 2d)                                     610,656
Interest receivable                                             1,677,276
Receivable for investments
  sold                                                            219,187
Receivable for Fund shares
  sold                                                            607,338
Other assets                                                       67,321
                                                           --------------
    Total assets                                              339,565,888
LIABILITIES:
Payable for investments
  purchased                     $              32,818,251
Payable for Fund shares
  redeemed                                        776,608
Dividends payable                                 355,107
Outstanding options written,
  at value (premiums received
  $101,682) (Notes 2c and 6)                        8,312
Accrued expenses:
  Investment advisory fee                         146,241
  Distribution fee                                178,696
  Servicing fee                                    62,847
  Other                                           214,319
                                               ----------
    Total liabilities                                          34,560,381
                                                           --------------
NET ASSETS                                                 $  305,005,507
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $  372,486,113
Undistributed net investment
  income                                                          279,541
Accumulated net realized loss
  on investments                                              (76,180,944)
Net unrealized appreciation on
  securities                                                    8,131,052
Net unrealized appreciation on
  options written                                                  93,370
Net unrealized appreciation on
  futures contracts (Note 2d)                                     196,375
                                                           --------------
    Total net assets                                       $  305,005,507
                                                           --------------
                                                           --------------

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($16,248,239
   DIVIDED BY 1,773,232 shares)                        $9.16
Sales charge--4.75% of public
  offering price                                        0.46
                                                         ---
Maximum offering price                                 $9.62
                                                         ---
                                                         ---
CLASS B SHARES
Net asset value and offering
  price per share ($1,671,492
   DIVIDED BY 182,680 shares)                          $9.15
                                                         ---
                                                         ---
Redemption price per share                             *
                                                         ---
                                                         ---
CLASS C SHARES
Net asset value and offering
  price per share ($287,085,776
   DIVIDED BY 31,456,482 shares)                       $9.13
                                                         ---
                                                         ---
Redemption price per share                             *
                                                         ---
                                                         ---
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $   24,503,958
EXPENSES:
Investment advisory fee (Note
  3a)                           $               1,868,771
Distribution fee (Class B)
  (Note 3b)                                         1,425
Distribution fee (Class C)
  (Note 3b)                                     2,313,802
Servicing fee (Class A) (Note
  3b)                                              37,643
Servicing fee (Class B) (Note
  3b)                                                 475
Servicing fee (Class C) (Note
  3b)                                             771,267
Transfer agent and custody
  fees                                            355,000
Professional fees                                  50,000
Trustees' fees and expenses
  (Note 3c)                                        36,000
Shareholder reports and
  notices                                         130,000
Miscellaneous                                      92,215
                                                 --------
    Total expenses                                              5,656,598
                                                           --------------
    Net investment income                                      18,847,360
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  transactions                                                (12,688,130)
Net realized gain on options
  written                                                         132,826
Net realized gain on futures
  transactions                                                  3,789,704
Net unrealized appreciation on
  securities                                                   24,566,750
Net unrealized appreciation on
  options written                                                  93,370
Net unrealized appreciation on
  futures contracts                                               285,675
                                                           --------------
Net realized and unrealized
  gain on investments                                          16,180,195
                                                           --------------
Net increase in net assets
  resulting from operations                                $   35,027,555
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment income           $ 18,847,360               $   27,236,854
Net realized loss on security
  transactions                   (12,688,130)                 (17,045,982)
Net realized gain on options 
  written                            132,826                           --
Net realized gain on futures 
  transactions                     3,789,704                      178,429
Net unrealized appreciation  
  (depreciation) on securities    24,566,750                  (35,503,425)
Net unrealized appreciation on
  options written                     93,370                           --
Net unrealized appreciation  
  (depreciation) on futures  
  contracts                          285,675                     (409,067)
                                 -----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                      35,027,555                  (25,543,191)
Dividends paid from net
  investment income   
  Class A                           (980,833)                  (1,229,984)
  Class B                            (10,127)                          --
  Class C                        (17,838,344)                 (26,000,244)
Net decrease from Fund share 
  transactions (Note 5)          (91,487,402)                (120,159,223)
                                 -----------               --------------
    Net decrease in net assets   (75,289,151)                (172,932,642)
NET ASSETS:
Beginning of year                380,294,658                  553,227,300
                                 -----------               --------------
End of year (including
  undistributed net investment
  income of $279,541 and     
  $32,254, respectively)        $305,005,507               $  380,294,658
                                 ===========                =============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS U.S. GOVERNMENT FUND                                           51
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                U.S. TREASURY
                  OBLIGATIONS--0.9%
$    1,315,000  U.S. Treasury Bills,
                  5.39%-5.70%,
                  10/26/95-2/8/96*         $    1,302,022
     1,000,000  U.S. Treasury Bonds,
                  12.375%, 5/15/04              1,404,375
                                           --------------
                TOTAL U.S. TREASURY
                  OBLIGATIONS
                  (Cost $2,811,187)             2,706,397
                                           --------------
                U.S. GOVERNMENT AGENCY
                  OBLIGATIONS--107.7%
                FEDERAL HOME LOAN BANK
                  (FHLB)--0.3%
     1,000,000  FHLB, Discount Notes,
                  5.63%, 10/30/95                 995,465
                                           --------------
                FEDERAL HOME LOAN
                  MORTGAGE CORP.
                  (FHLMC)--11.2%
     7,783,529  FHLMC, 30-Year Adjustable
                  Rate Mortgages, 6.025%,
                  4/01/24                       7,918,573
     5,000,000  FHLMC, REMIC 1303, Class
                  L, 8.25%, 6/15/22*            5,200,780
     6,458,000  FHLMC, REMIC 1411, Class
                  KA, 7.00%, 10/15/03*          6,583,925
     4,000,000  FHLMC, REMIC 162, Class
                  E, 7.00%, 2/15/20*            4,008,276
     8,444,266  FHLMC, REMIC 1660, Class
                  JA, Interest Only,
                  7/15/07                         944,652
    10,966,108  FHLMC, REMIC 1702, Class
                  ZA, 6.50%, 3/15/24            8,875,639
     3,996,573  FHLMC, REMIC 32, Class
                  PT, Interest Only,
                  2/25/19                         551,323
                                           --------------
                                               34,083,168
                                           --------------
                FEDERAL HOUSING
                  ADMINISTRATION
                  (FHA)--11.8%
     1,682,265  FHA, Section #220-221-D4,
                  Project USGI #190,
                  9.68%, 5/01/24                1,811,065
    12,641,541  FHA, Section #221-D4,
                  Project BNC #2, 7.316%,
                  11/01/19                     12,858,824
     8,312,826  FHA, Section #221-D4,
                  Project Citibank #99,
                  7.43%, 10/01/03               8,521,943
     4,842,229  FHA, Section #221-D4,
                  Project Merrill Lynch
                  #189, 7.43%, 4/1/23           4,970,093
     1,928,551  FHA, Section #221-D4,
                  Project USGI #2012,
                  7.43%, 9/01/23                1,971,039
     4,543,485  FHA, Section #241-F,
                  Participation
                  Certificate Jefferson
                  Township, 7.125%,
                  2/1/34                        4,427,058
     1,290,507  FHA, Section #221-D4,
                  Participation
                  Certificate Reilly
                  Dakota MD, 7.43%,
                  9/1/23                        1,328,215
                                           --------------
                                               35,888,237
                                           --------------
                FEDERAL NATIONAL MORTGAGE
                  ASSOCIATION
                  (FNMA)--46.6%
    28,400,000  FNMA, Discount Notes,
                  5.59%-5.60%,
                  10/20/95-10/30/95            28,297,201
     2,859,948  FNMA, 30-Year Adjustable
                  Rate Mortgages, 6.429%,
                  8/1/28                        2,882,390
    32,577,230  FNMA, 30-Year Fixed Rate
                  Mortgages, 6.00%-8.50%,
                  11/1/03-9/1/24*              32,629,167
    10,000,000  FNMA, 7.00% **                  9,809,380

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------

$    6,571,933  FNMA, REMIC 91-134, Class
                  Z, 7.00%, 10/25/21       $    6,111,898
     4,219,969  FNMA, REMIC 91-18, Class
                  H, 8.75%, 1/25/07*            4,300,651
    15,000,000  FNMA, REMIC 92-138, Class
                  G, 7.50%, 8/25/22*           15,240,135
     2,591,623  FNMA, REMIC 92-31, Class
                  XZ, 8.00%, 6/25/22            2,695,311
     3,965,703  FNMA, REMIC 92-41, Class
                  ZC, 8.00%, 2/25/22            3,961,365
     5,812,111  FNMA, REMIC 92-73, Class
                  Z, 7.50%, 5/25/22             5,805,887
     2,720,370  FNMA, REMIC 93-137, Class
                  PV, Interest Only,
                  5/25/12                         156,911
    14,800,000  FNMA, REMIC 93-17, Class
                  EA, 6.15%, 10/25/07*         14,512,865
     6,700,000  FNMA, REMIC 93-17, Class
                  H, 7.50%, 5/25/05*            6,726,172
     5,306,118  FNMA, REMIC 94-11, Class
                  Z, 6.50%, 10/17/24            4,082,946
     5,037,565  FNMA, SMBS, Class K-1,
                  6.00% 11/1/08                 4,896,266
                                           --------------
                                              142,108,545
                                           --------------
                GOVERNMENT NATIONAL
                  MORTGAGE
                  ASSOCIATION
                  (GNMA)--33.6%
    75,457,958  GNMA, 30-Year Adjustable
                  Rate Mortgages,
                  5.50%-7.50%,
                  7/20/22-5/20/25*             76,736,859
    23,276,508  GNMA, 30-Year Fixed Rate
                  Mortgages,
                  9.00%-10.00%,
                  11/15/09-1/15/20             24,904,136
       101,894  GNMA, Graduated Payment
                  Mortgages, 11.25%,
                  12/20/15                        113,312
       803,921  GNMA, Mobile Home
                  Mortgages, 10.25%,
                  10/15/98-12/15/99               844,745
                                           --------------
                                              102,599,052
                                           --------------
                U.S. DEPARTMENT OF
                  VETERANS AFFAIRS--
                  4.2%
     6,231,000  Vendee Mortgage Trust,
                  REMIC 93-1, Class G,
                  7.00%, 2/15/00                6,271,891
   264,571,431  Vendee Mortgage Trust,
                  REMIC 93-2, Class IO,
                  Floating Rate, Interest
                  Only, 6/15/23                 6,614,286
                                           --------------
                                               12,886,177
                                           --------------
                TOTAL U.S. GOVERNMENT
                  AGENCY OBLIGATIONS
                  (Cost $320,748,310)         328,560,644
                                           --------------
MATURITY
AMOUNT
- --------------
                REPURCHASE
                  AGREEMENT--0.3%
     1,000,475  Merrill Lynch Government
                  Securities, Inc.,
                  5.70%, dated 9/29/95,
                  due 10/02/95 (Cost
                  $1,000,000;
                  collateralized by
                  $955,000 U.S. Treasury
                  Notes, 8.50%, 5/15/97)        1,000,000
                                           --------------

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
52
PIMCO ADVISORS U.S. GOVERNMENT FUND

- --------------------------------------------------------------------------------
                                           VALUE
CONTRACTS                                  (NOTE 2)
- --------------                             --------------
                PURCHASED OTC CALL
                  OPTIONS--0.6%
           230  U.S. Treasury Note,
                  6.75%, 6/30/99,
                  expiring 11/21/95 @
                  $97.38                   $    1,142,640
           140  U.S. Treasury Note,
                  6.50%, 4/30/99,
                  expiring 11/20/95 @
                  $96.66                          691,180
                                           --------------
                TOTAL PURCHASED OTC CALL
                  OPTIONS
                  (Cost $1,410,312)             1,833,820
                                           --------------
                TOTAL SECURITIES OWNED                             
                  (Cost $325,969,809+)        334,100,861 
                                           -------------- 
                OUTSTANDING PUT OPTIONS WRITTEN--(0.0%)
            58  U.S. Treasury 30 Year Bond Future
                  expiring 11/17/95 @ $106         (3,625)
            30  U.S. Treasury 30 Year Bond Future
                  expiring 12/16/95 @ $108         (4,687)
                                            --------------
                TOTAL OUTSTANDING PUT OPTIONS WRITTEN
                  (Premiums Received $101,682)     (8,312)
                                            --------------
                TOTAL INVESTMENTS, NET OF                           
                  OUTSTANDING OPTIONS                               
                  WRITTEN                                           
                  (Cost $325,868,127) 109.5%    334,092,549  
                OTHER ASSETS AND                                    
                  LIABILITIES, NET     (9.5%)   (29,087,042)
                                      -------  --------------  
                TOTAL NET ASSETS      100.0% $  305,005,507  
                                      ======== ==============  
                
        +  The cost of investments for federal income tax
           purposes is $325,969,809. At September 30, 1995,
           net unrealized appreciation was $8,131,052. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of
           $11,624,420 and aggregate gross unrealized
           depreciation of all investments on which there was
           an excess of tax cost over market value of
           $3,493,368.
        *  Either all or a portion of these securities have
           been segregated with the custodian to cover futures
           contracts, written options on futures contracts,
           forward commitments and when-issued securities.
       **  Securities purchased on a to-be-announced basis.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS SHORT-INTERMEDIATE FUND                                        53
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $79,207,654) (Note
  2a)                                                      $   78,694,967
Foreign currency holdings, at
  value (Cost of $14,790)
  (Note 2b)                                                        14,790
Forward foreign currency
  contracts purchased (Cost of
  $1,000,005)                                                   1,001,535
Cash                                                            1,382,972
Variation margin on open
  futures contracts (Note 2d)                                      27,313
Interest receivable                                               928,627
Receivable for investments
  sold                                                          3,224,041
Receivable for Fund shares
  sold                                                            292,578
Receivable for forward foreign
  currency contracts sold
  (Notes 2e and 7)                                              4,128,458
Other assets                                                       18,209
                                                           --------------
    Total assets                                               89,713,490
LIABILITIES:
Payable for investments
  purchased                     $              11,142,558
Payable for forward foreign
  currency contracts purchased
  (Notes 2e and 7)                              1,000,005
Payable for Fund shares
  redeemed                                        310,643
Forward foreign currency
  contracts sold, at value
  (Cost of $4,128,458) (Notes
  2e and 7)                                     4,162,589
Outstanding options written,
  at value (premiums received
  $93,796) (Notes 2c and 6)                        31,821
Dividends payable                                  47,783
Accrued expenses:
  Investment advisory fee                          29,801
  Distribution fee                                 27,414
  Servicing fee                                    14,901
  Other                                            54,204
                                               ----------
    Total liabilities                                          16,821,719
                                                           --------------
NET ASSETS                                                 $   72,891,771
                                                           ==============
COMPOSITION OF NET ASSETS:
Capital                                                    $   79,839,305
Undistributed net investment
  income                                                          110,640
Accumulated net realized loss
  on investments                                               (6,592,002)
Net unrealized depreciation on
  securities                                                     (512,687)
Net unrealized depreciation on
  forward foreign currency
  contracts                                                       (32,601)
Net unrealized appreciation on
  options written                                                  61,975
Net unrealized appreciation on
  futures contracts (Note 2d)                                      17,141
                                                           --------------
    Total net assets                                       $   72,891,771
                                                           ==============

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value and redemption
  price per share ($6,342,816
   DIVIDED BY 659,157 shares)                          $9.62
Sales charge--3.00% of public
  offering price                                        0.30
                                                         ---
Maximum offering price                                 $9.92
                                                         ---
                                                         ---
CLASS B SHARES
Net asset value and offering
  price per share ($940,616
   DIVIDED BY 97,768 shares)                           $9.62
                                                         ---
                                                         ---
Redemption price per share                                *
                                                         ---
                                                         ---
CLASS C SHARES
Net asset value and offering
  price per share ($65,608,339
   DIVIDED BY 6,837,252 shares)                        $9.60
                                                         ---
                                                         ---
Redemption price per share                                *
                                                         ---
                                                         ---
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    5,466,061
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 382,196
Distribution fee (Class B)
  (Note 3b)                                         1,528
Distribution fee (Class C)
  (Note 3b)                                       350,213
Servicing fee (Class A) (Note
  3b)                                              15,482
Servicing fee (Class B) (Note
  3b)                                                 510
Servicing fee (Class C) (Note
  3b)                                             175,106
Transfer agent and custody
  fees                                             80,000
Professional fees                                  22,000
Trustees' fees and expenses
  (Note 3c)                                         3,000
Shareholder reports and
  notices                                           8,000
Miscellaneous                                      35,222
                                                  -------
    Total expenses                                              1,073,257
                                                           --------------
    Net investment income                                       4,392,804
                                                           --------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized loss on security
  transactions                                                 (1,523,700)
Net realized loss on forward
  foreign currency contracts                                      (22,135)
Net realized gain on options
  written                                                         105,276
Net realized gain on futures
  transactions                                                    217,491
Net unrealized appreciation on
  securities                                                    2,847,204
Net unrealized depreciation on
  forward foreign currency
  contracts                                                       (32,601)
Net unrealized appreciation on
  options written                                                  61,975
Net unrealized depreciation on
  futures contracts                                              (121,579)
                                                           --------------
Net realized and unrealized
  gain on investments                                           1,531,931
                                                           --------------
Net increase in net assets
  resulting from operations                                $    5,924,735
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                ----------                 --------------
OPERATIONS:
Net investment income           $  4,392,804               $    5,114,258
Net realized loss on security
  transactions                    (1,523,700)                  (4,036,896)
Net realized loss on forward 
  foreign currency contracts         (48,556)                          --
Net realized gain on options 
  written                            105,276                           --
Net realized gain on futures 
  transactions                       217,491                      351,540
Net unrealized appreciation  
  (depreciation) on securities     2,847,204                   (1,697,229)
Net unrealized depreciation on
  forward foreign currency   
  contracts                           (6,180)                          --
Net unrealized appreciation on
  options written                     61,975                           --
Net unrealized appreciation  
  (depreciation) on futures  
  contracts                         (121,579)                     135,495
                                  ----------               --------------
Net increase (decrease) in net
  assets resulting from
  operations                       5,924,735                     (132,832)
Dividends paid from net
  investment income   
  Class A                           (384,524)                    (333,151)
  Class B                            (10,689) 
  Class C                         (4,027,560)                  (4,930,236)
Net decrease from Fund share 
  transactions (Note 5)          (22,432,089)                 (31,808,527)
                                  ----------               --------------
    Net decrease in net assets   (20,930,127)                 (37,204,746)
NET ASSETS:
Beginning of year                 93,821,898                  131,026,644
                                  ----------               --------------
End of year (including
  undistributed net investment
  income of $110,640 and     
  $58,803, respectively)        $ 72,891,771               $   93,821,898
                                  ==========                =============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
54
PIMCO ADVISORS SHORT-INTERMEDIATE FUND

- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                SHORT-TERM NOTES--3.9%
$    1,500,000  Banco Nacional de
                  Comercio Exterior,
                  S.N.C., 10.663%,
                  11/14/95                 $    1,480,450
       700,000  General Electric Capital
                  Corp., 6.50%, 10/2/95           699,874
       200,000  National Rural Utilities
                  Cooperative Finance
                  Corp., 5.72%, 10/4/95*          199,905
       500,000  New South Wales Treasury
                  Corp., 5.67%, 11/20/95*         496,062
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $2,876,291)             2,876,291
                                           --------------
                U.S. TREASURY
                  OBLIGATIONS--0.3%
        10,000  U.S. Treasury Bills,
                  5.35%, 2/8/96*                    9,809
       180,000  U.S. Treasury Notes,
                  8.125%, 2/15/98*                188,888
                                           --------------
                TOTAL U.S. TREASURY
                  OBLIGATIONS
                  (Cost $198,132)                 198,697
                                           --------------
                U.S. GOVERNMENT AGENCY
                  OBLIGATIONS--59.4%
                FEDERAL HOME LOAN BANK
                  (FHLB)--4.1%
     3,000,000  FHLB, Floating Rate,
                  5.58%, 4/19/99*               3,001,890
                                           --------------
                FEDERAL HOME LOAN
                  MORTGAGE CORP.
                  (FHLMC)--20.1%
     4,469,208  FHLMC, Adjustable Rate
                  Mortgages,
                  6.077%-8.097%,
                  3/1/17-3/1/24*                4,583,448
     2,157,338  FHLMC, REMIC 1418, Class
                  G, 7.00%, 7/15/97*            2,173,106
     3,000,000  FHLMC, REMIC 1588, Class
                  PD, 5.40%, 8/15/14*           2,936,817
    18,187,938  FHLMC, REMIC 1689, Class
                  N, Interest Only,
                  4/15/19                       1,951,729
     3,000,000  FHLMC, REMIC 1699, Class
                  B, 5.65%, 11/15/19*           2,964,417
                                           --------------
                                               14,609,517
                                           --------------
                FEDERAL NATIONAL MORTGAGE
                  ASSOCIATION
                  (FNMA)--25.9%
       398,104  FNMA, 15-Year Fixed Rate
                  Mortgages, 7.00%,
                  4/1/02-9/1/04*                  400,812
     9,617,642  FNMA, Adjustable Rate
                  Mortgages,
                  6.282%-7.279%,
                  7/1/17-10/1/28*               9,775,129
       525,901  FNMA, REMIC 92-10, Class
                  GA, 7.75%, 9/25/96*             528,399
       250,000  FNMA, REMIC 92-138, Class
                  C, 6.00%, 12/25/18*             244,387
       799,976  FNMA, REMIC 92-21, Class
                  F, Floating Rate,
                  6.475%, 4/25/22*                806,399
     3,960,000  FNMA, REMIC 93-186, Class
                  D, 5.75%, 2/25/05*            3,887,884
     2,847,870  FNMA, SMBS, Class K-1,
                  6.00% 11/1/10*                2,767,990
     7,436,100  FNMA, SMBS, Class K-2,
                  Interest Only, 11/1/08          467,986
                                           --------------
                                               18,878,986
                                           --------------

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                GOVERNMENT NATIONAL
                  MORTGAGE ASSOCIATION
                  (GNMA)--9.3%
$    3,000,000  GNMA, 6.00% **             $    3,002,813
     3,772,157  GNMA, Adjustable Rate
                  Mortgages, 5.50%-6.50%,
                  1/20/22-7/20/25*              3,774,692
                                           --------------
                                                6,777,505
                                           --------------
                TOTAL U.S. GOVERNMENT
                  AGENCY OBLIGATIONS
                  (Cost $44,302,822)           43,267,898
                                           --------------
                CORPORATE BONDS AND
                  NOTES--33.1%
                FINANCIAL SERVICES--10.6%
     1,700,000  Capital One Bank, 6.25%,
                  7/11/96                       1,700,000
     2,000,000  Chrysler Financial Corp.,
                  7.93%, 2/3/97                 2,040,240
     1,000,000  Ford Motor Credit Corp.,
                  Medium-Term Note,
                  Floating Rate, 5.495%,
                  4/5/99                        1,002,690
     3,000,000  Salomon Inc., Medium-Term
                  Note, Floating Rate,
                  6.012%-6.94%,
                  3/15/96-10/21/96              3,003,472
                                           --------------
                                                7,746,402
                                           --------------
                MEDIA--2.8%
     2,000,000  Time Warner Inc.,
                  Floating Rate, 6.835%,
                  8/15/00                       2,003,500
                                           --------------
                METALS AND MINING--1.4%
     1,000,000  Noranda Inc., Floating
                  Rate, 6.75%, 8/18/00          1,011,875
                                           --------------
                PRIVATE ASSET BACKED:
                  MORTGAGES--11.8%
     2,375,054  Countrywide Mortgage
                  Backed Securities,
                  Inc., REMIC 94-C, Class
                  A2, 6.50%, 3/25/24*           2,362,512
     2,346,592  Fleet Mortgage Securities
                  Inc., REMIC 93-I, Class
                  C, 7.20%, 10/25/23*           2,322,047
     1,572,677  Prudential Home Mortgage
                  Securities, REMIC
                  93-63, Class A13,
                  6.75%, 1/25/24*               1,557,074
     1,638,036  Sears Mortgage Securities
                  Inc., REMIC 92-PR1,
                  Class A, Floating Rate,
                  7.591%, 10/25/22              1,647,250
       775,000  Uniprop, REMIC 93-1,
                  Class C, 8.43%,
                  12/15/25                        700,891
                                           --------------
                                                8,589,774
                                           --------------
                TRANSPORTATION: AIR--2.0%
     1,400,000  Delta Air Lines, Inc.,
                  8.50%, 3/15/02                1,484,602
                                           --------------
                UTILITIES: ELECTRIC--4.5%
     1,000,000  Cleveland Electric
                  Illuminating Co.,
                  8.17%, 11/30/98                 999,860
     2,300,000  System Energy Resources,
                  Inc., 6.12%, 10/1/95          2,300,000
                                           --------------
                                                3,299,860
                                           --------------
                TOTAL CORPORATE BONDS AND
                  NOTES
                  (Cost $23,919,727)           24,136,013
                                           --------------
                SOVEREIGN ISSUES--11.3%
     4,005,768  Deutschland Republic,
                  6.25%, 1/4/24                 3,448,962
     3,489,393  Government of Canada,
                  8.75%, 12/1/05                3,736,058
       938,898  Government of Finland,
                  9.50%, 3/15/04                1,031,048
                                           --------------
                TOTAL SOVEREIGN ISSUES
                  (Cost $7,910,682)             8,216,068
                                           --------------
                TOTAL SECURITIES OWNED                                
                  (Cost $79,207,654+)          78,694,967  
                                           --------------  
                

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS SHORT-INTERMEDIATE FUND                                        55
- --------------------------------------------------------------------------------

                                      VALUE
CONTRACTS                             (NOTE 2)
- ----------                            --------------
                OUTSTANDING PUT OPTIONS
                  WRITTEN--(0.1%)
            18  PIBOR Futures, expiring
                  December '95 @ FRF93.10  $      (16,496)
            39  Eurodollar Futures,
                  expiring December '95 @
                  $92                                (975)
            41  Eurodollar Futures,
                  expiring March '96 @
                  $94                             (14,350)
                                           --------------
                TOTAL OUTSTANDING PUT
                  OPTIONS WRITTEN
                  (Premiums Received
                  $93,796)                        (31,821)
                                           --------------

                TOTAL INVESTMENTS, NET OF                               
                  OUTSTANDING OPTIONS                                   
                  WRITTEN                                               
                  (Cost $79,113,858)  107.9%     78,663,146    
                OTHER ASSETS AND                                        
                  LIABILITIES, NET     (7.9%)    (5,771,375)  
                                      -------  --------------    
                TOTAL NET ASSETS      100.0% $   72,891,771    
                                      =======  ==============    
                
        +  The cost of investments for federal income tax
           purposes is $79,207,654. At September 30, 1995, net
           unrealized depreciation was $512,687. This
           consisted of aggregate gross unrealized
           appreciation for all investments on which there was
           an excess of market value over tax cost of $943,216
           and aggregate gross unrealized depreciation of all
           investments on which there was an excess of tax
           cost over market value of $1,455,903.

        *  Either all or a portion of these securities have
           been segregated with the custodian to cover forward
           foreign currency contracts, futures contracts,
           written options or futures contracts and forward
           commitments.

       **  Securities purchased on a to-be-announced basis.

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
56
PIMCO ADVISORS MONEY MARKET FUND

- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995

ASSETS:
Securities owned, at value
  (Cost of $81,590,999) (Note
  2a)                                                      $   81,590,999
Receivable for Fund shares
  sold                                                          2,881,177
Other assets                                                       16,601
                                                           --------------
    Total assets                                               84,488,777
LIABILITIES:
Payable for Fund shares
  redeemed                      $               1,250,699
Cash overdraft                                    139,368
Dividend payable                                   46,946
Accrued expenses:
  Investment advisory fee                           7,209
  Distribution fee                                     25
  Servicing fee                                     7,214
  Other                                            98,984
                                                 --------
    Total liabilities                                           1,550,445
                                                           --------------
NET ASSETS                                                 $   82,938,332
                                                           --------------
                                                           --------------
COMPOSITION OF NET ASSETS:
Capital                                                    $   82,938,332
                                                           --------------
    Total net assets                                       $   82,938,332
                                                           --------------
                                                           --------------

CALCULATION OF MAXIMUM OFFERING
  PRICE
CLASS A SHARES
Net asset value, offering price
  and redemption price per share
  ($13,552,754  DIVIDED BY
  13,552,754 shares)                                  $1.00
                                                  ---------
                                                  ---------
CLASS B SHARES
Net asset value and offering
  price per share ($21,322
   DIVIDED BY 21,322 shares)                          $1.00
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
CLASS C SHARES
Net asset value and offering
  price per share ($69,364,256
   DIVIDED BY 69,364,256 shares)                      $1.00
                                                  ---------
                                                  ---------
Redemption price per share                            *
                                                  ---------
                                                  ---------
- ------------------
* Varies by length of time shares are held (Note 3d)

STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995

INVESTMENT INCOME:
Interest                                                   $    5,518,181
EXPENSES:
Investment advisory fee (Note
  3a)                           $                 146,684
Distribution fee (Class B)
  (Note 3b)                                            27
Servicing fee (Class A) (Note
  3b)                                              15,198
Servicing fee (Class B) (Note
  3b)                                                   9
Servicing fee (Class C) (Note
  3b)                                              92,222
Transfer agent and custody
  fees                                            135,999
Professional fees                                  29,000
Trustees's fees and expenses
  (Note 3c)                                         9,000
Shareholder reports and
  notices                                          31,000
Miscellaneous                                      32,495
                                                  -------
Total expenses before waiver
  of investment advisory fee                      491,634
Waived investment advisory fee
  (Note 3a)                                       (23,048)
                                                  -------
    Total expenses                                                468,586
                                                           --------------
    Net investment income                                  $    5,049,595
                                                           --------------
                                                           --------------

STATEMENT OF CHANGES IN NET ASSETS

                                        YEAR ENDED SEPTEMBER 30,
                                -----------------------------------------
                                1995                       1994
                                -----------                --------------
OPERATIONS:
Net investment income           $  5,049,595               $    2,437,738
Dividends paid from net
  investment income   
  Class A                           (731,116)                    (263,152)
  Class B                               (163) 
  Class C                         (4,318,316)                  (2,174,586)
Net increase (decrease) from 
  Fund share transactions    
  (Note 5)                       (14,058,202)                  48,610,710
                                 -----------               --------------
    Net increase (decrease) in
      net assets                 (14,058,202)                  48,610,710
NET ASSETS:
Beginning of year                 96,996,534                   48,385,824
                                 -----------               --------------
End of year                     $ 82,938,332               $   96,996,534
                                 ===========                =============
    
PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS MONEY MARKET FUND                                              57
- --------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
September 30, 1995

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------
                COMMERCIAL PAPER
                  GUARANTEED
                  BY LETTERS OF
                  CREDIT--2.7%
$    2,200,000  Matterhorn Capital Corp.,
                  5.71%,10/27/95,
                  guaranteed by Union
                  Bank of Switzerland
                (Cost $2,190,928)          $    2,190,928
                                           --------------
                SHORT-TERM NOTES--95.7%
     4,000,000  Abbey National North
                  America, 5.69%, 11/7/95       3,976,608
     3,000,000  Apreco Inc., 5.72%,
                  11/22/95                      2,975,213
     3,200,000  Bell Atlantic Network
                  Funding, 5.72%,
                  10/20/95                      3,190,340
     2,700,000  Canadian Wheat Board,
                  5.68%, 11/1/95                2,686,794
     4,000,000  Ciesco, L.P., 5.70%,
                  10/30/95                      3,981,633
     4,500,000  Cooperative Association
                  of Tractor Dealers,
                  Inc., 5.77%,10/25/95          4,482,690
     3,100,000  Corporate Asset Funding,
                  Co. Inc., 5.72%,
                  10/16/95                      3,092,612
     5,000,000  CSW Credit Inc., 5.72%,
                  10/24/95                      4,981,728
     4,000,000  Delaware Funding Corp.,
                  5.70%, 10/20/95               3,987,967
     4,800,000  General Electric Capital
                  Corp., 5.68%, 11/17/95        4,764,405
     2,700,000  Golden Managers
                  Acceptance Corp.,
                  5.76%, 10/4/95                2,698,704
     4,500,000  National Rural Utilities
                  Cooperative Finance
                  Corp., 5.68%, 10/30/95        4,479,410

PRINCIPAL                                  VALUE
AMOUNT                                     (NOTE 2)
- --------------                             --------------

$    5,000,000  New South Wales Treasury
                  Corp., 5.71%, 10/12/95   $    4,991,276
     3,500,000  Pearson Inc., 5.72%,
                  10/10/95                      3,494,995
     3,400,000  Preferred Receivables
                  Funding Corp.,
                  5.73%-5.74%,
                  10/5/95-10/17/95              3,395,159
     5,000,000  Redland Finance Inc.,
                  5.74%, 10/25/95               4,980,867
     2,500,000  Sheffield Receivables
                  Corp., 5.70%, 11/6/95         2,485,750
     3,000,000  Siemens Corp., 5.70%,
                  10/13/95                      2,994,300
     3,000,000  Spiegel Funding Corp.,
                  5.73%, 11/8/95                2,981,855
     3,800,000  Supplier Managers
                  Acceptance Corp.,
                  5.77%, 10/18/95               3,789,646
     5,000,000  USL Capital Corp.,
                  5.70%-5.72%,
                  10/5/95-10/27/95              4,988,119
                                           --------------
                TOTAL SHORT-TERM NOTES
                  (Cost $79,400,071)           79,400,071
                                           --------------
                TOTAL INVESTMENTS                                      
                  (Cost $81,590,999)  98.4%     81,590,999  
                OTHER ASSETS AND                                       
                  LIABILITIES, NET     1.6%      1,347,333  
                                    -------  --------------  
                TOTAL NET ASSETS     100.0% $   82,938,332  
                                     =======   =============  
                

PIMCO Advisors Funds                        SEE ACCOMPANYING NOTES
<PAGE>
58
PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                PIMCO ADVISORS EQUITY INCOME FUND
                                  ----------------------------------------------------------------------------------------------
                                   CLASS A     CLASS B     CLASS C     CLASS A     CLASS C     CLASS A     CLASS C     CLASS A
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                     YEAR ENDED SEPTEMBER 30,
                                  ----------------------------------------------------------------------------------------------
                                     1995      1995(2)       1995        1994        1994        1993        1993        1992
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of
  Period                           $   12.50   $   12.55   $   12.47   $   12.88   $   12.85   $   10.57   $   10.56   $    9.92
                                       -----       -----       -----       -----       -----       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income                   0.36        0.11        0.27        0.34        0.24        0.33        0.25        0.34
Net Gains or Losses on
  Securities (both realized and
  unrealized)                           1.61        1.55        1.59       (0.17)      (0.16)       2.30        2.29        0.71
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total From Investment Operations        1.97        1.66        1.86        0.17        0.08        2.63        2.54        1.05
                                       -----       -----       -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                              (0.33)      (0.08)      (0.24)      (0.33)      (0.24)      (0.32)      (0.25)      (0.40)
Distributions (from capital
  gain)                                   --          --          --       (0.22)      (0.22)         --          --          --
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total Distributions                    (0.33)      (0.08)      (0.24)      (0.55)      (0.46)      (0.32)      (0.25)      (0.40)
                                       -----       -----       -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period     $   14.14   $   14.13   $   14.09   $   12.50   $   12.47   $   12.88   $   12.85   $   10.57
                                       =====       =====       =====       =====       =====       =====       =====       =====

TOTAL RETURN (without sales
  charge)                              16.1%       13.3%       15.2%        1.4%        0.7%       25.3%       24.4%       10.7%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                             $12,933      $1,760    $174,316     $14,942    $178,892      $6,328     $94,247      $2,593
Ratio of Expenses to Average Net
  Assets                                1.3%        2.1%*       2.1%        1.3%        2.0%        1.3%        2.1%        1.4%
Ratio of Net Investment Income
  to Average Net Assets                 2.9%        2.2%*       2.1%        2.7%        2.0%        2.9%        2.2%        3.3%
Portfolio Turnover Rate               176.9%      176.9%      176.9%      174.9%      174.9%      167.9%      167.9%      149.0%
</TABLE>


                                   CLASS C     CLASS A     CLASS C
                                  ----------  ----------  ----------

                                     1992      1991(1)       1991
                                  ----------  ----------  ----------
Net Asset Value, Beginning of
  Period                           $    9.91   $    8.38   $    8.16
                                       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income                   0.29        0.28        0.36
Net Gains or Losses on
  Securities (both realized and
  unrealized)                           0.68        1.54        1.75
                                       -----       -----       -----
Total From Investment Operations        0.97        1.82        2.11
                                       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                              (0.32)      (0.28)      (0.36)
Distributions (from capital
  gain)                                   --          --          --
                                       -----       -----       -----
Total Distributions                    (0.32)      (0.28)      (0.36)
                                       -----       -----       -----
Net Asset Value, End of Period     $   10.56   $    9.92   $    9.91
                                       =====       =====       =====
TOTAL RETURN (without sales
  charge)                               9.9%       34.8%       26.5%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                             $45,101         $15     $22,651
Ratio of Expenses to Average Net
  Assets                                2.1%        1.6%*       2.2%
Ratio of Net Investment Income
  to Average Net Assets                 2.7%        4.4%*       4.2%
Portfolio Turnover Rate               149.0%      142.7%      142.7%

- ------------------

(1) The distribution of Class A shares commenced on February 1, 1991.

(2) The distribution of Class B shares commenced on May 22, 1995.

 * Annualized

<TABLE>
<CAPTION>
                                                                                              PIMCO ADVISORS VALUE FUND
                                                                                          ----------------------------------
                                                                                           CLASS A     CLASS B     CLASS C
                                                                                          ----------  ----------  ----------
                                                                                              PERIOD ENDED SEPTEMBER 30,
                                                                                          ----------------------------------
                                                                                           1995(3)     1995(3)     1995(3)
                                                                                          ----------  ----------  ----------
<S>                                                                                        <C>         <C>         <C>
Net Asset Value, Beginning of Period                                                       $   10.00   $   10.00   $   10.00
                                                                                               -----       -----       -----
Income From Investment Operations:
Net Investment Income                                                                           0.07        0.05        0.05
Net Gains or Losses on Securities (both realized and unrealized)                                0.68        0.68        0.68
                                                                                               -----       -----       -----
Total From Investment Operations                                                                0.75        0.73        0.73
                                                                                               -----       -----       -----
Less Distributions:
Dividends (from net investment income)                                                         (0.06)      (0.04)      (0.04)
Distributions (from capital gain)                                                                 --          --          --
Return of capital distribution                                                                 (0.01)      (0.01)      (0.01)
                                                                                               -----       -----       -----
Total Distributions                                                                            (0.07)      (0.05)      (0.05)
                                                                                               -----       -----       -----
Net Asset Value, End of Period                                                             $   10.68   $   10.68   $   10.68
                                                                                               =====       =====       =====

TOTAL RETURN (without sales charge)                                                             7.5%        7.3%        7.3%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)                                                       $   2,492   $   3,975   $   6,643
Ratio of Expenses to Average Net Assets                                                         1.3%*       2.1%*       2.0%*
Ratio of Net Investment Income to Average Net Assets                                            2.7%*       1.9%*       1.9%*
Portfolio Turnover Rate                                                                         0.5%        0.5%        0.5%
</TABLE>

- ------------------

(3) The fund commenced operations on June 27, 1995.

 * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS FUNDS                                                          59
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                    PIMCO ADVISORS GROWTH FUND
                                --------------------------------------------------------------------------------------------------
                                 CLASS A     CLASS B     CLASS C     CLASS A      CLASS C      CLASS A      CLASS C      CLASS A
                                ----------  ----------  ----------  ----------  ------------  ----------  ------------  ----------
                                                                     YEAR ENDED SEPTEMBER 30,
                                --------------------------------------------------------------------------------------------------
                                   1995      1995(5)       1995        1994         1994         1993         1993         1992
                                ----------  ----------  ----------  ----------  ------------  ----------  ------------  ----------
<S>                              <C>         <C>         <C>         <C>           <C>         <C>           <C>         <C>
Net Asset Value, Beginning of
  Period                         $   22.01   $   22.63   $   21.52   $   23.64     $   23.32   $   20.76     $   20.64   $   20.63
                                     -----  ----------  ----------       -----         -----       -----         -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)          0.12      (0.03)      (0.04)        0.12         (0.04)       0.09         (0.07)       0.14
Net Gains or Losses on
  Securities (both realized
  and unrealized)                     4.79        2.34        4.65        0.12          0.11        3.53          3.49        1.38
                                     -----  ----------  ----------       -----         -----       -----         -----       -----
Total From Investment
  Operations                          4.91        2.31        4.61        0.24          0.07        3.62          3.42        1.52
                                     -----  ----------  ----------       -----         -----       -----         -----       -----
Less Distributions:
Dividends (from net investment
  income)                               --          --          --          --            --          --            --       (0.14)
Distributions (from capital
  gain)                              (1.19)         --      (1.19)       (1.87)        (1.87)      (0.74)        (0.74)      (1.25)
                                     -----  ----------  ----------       -----         -----       -----         -----       -----
Total Distributions                  (1.19)         --      (1.19)       (1.87)        (1.87)      (0.74)        (0.74)      (1.39)
                                     -----  ----------  ----------       -----         -----       -----         -----       -----
Net Asset Value, End of Period   $   25.73   $   24.94   $   24.94   $   22.01     $   21.52   $   23.64     $   23.32   $   20.76
                                     =====  ==========  ==========       =====         =====       =====         =====       =====
TOTAL RETURN (without sales
  charge)                            23.7%       10.2%       22.8%        1.3%          0.5%       17.7%         16.9%        7.7%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                          $134,819      $7,671  $1,290,152    $107,269    $1,085,427     $97,509    $1,077,490     $71,209
Ratio of Expenses to Average
  Net Assets                          1.1%       1.9%*        1.9%        1.1%          1.9%        1.1%          1.9%        1.1%
Ratio of Net Investment Income
  to Average Net Assets               0.5%     (0.4)%*      (0.2)%        0.6%        (0.2)%        0.4%        (0.3)%        0.7%
Portfolio Turnover Rate             110.6%      110.6%      110.6%      115.3%        115.3%      109.9%        109.9%       92.3%
</TABLE>

                                 CLASS C     CLASS A     CLASS C
                                ----------  ----------  ----------
                                   1992      1991(4)       1991
                                ----------  ----------  ----------
Net Asset Value, Beginning of
  Period                         $   20.54   $   16.99   $   16.93
                                     -----       -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)         (0.01)       0.21        0.12
Net Gains or Losses on
  Securities (both realized
  and unrealized)                     1.37        5.28        5.32
                                     -----       -----       -----
Total From Investment
  Operations                          1.36        5.49        5.44
                                     -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                            (0.01)      (0.19)      (0.17)
Distributions (from capital
  gain)                              (1.25)      (1.66)      (1.66)
                                     -----       -----       -----
Total Distributions                  (1.26)      (1.85)      (1.83)
                                     -----       -----       -----
Net Asset Value, End of Period   $   20.64   $   20.63   $   20.54
                                     =====       =====       =====
TOTAL RETURN (without sales
  charge)                             6.9%       38.6%       35.1%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                          $853,121     $17,064    $564,398
Ratio of Expenses to Average
  Net Assets                          1.9%        1.2%*       1.8%
Ratio of Net Investment Income
  to Average Net Assets             (0.1)%        0.9%*       0.6%
Portfolio Turnover Rate              92.3%       95.3%       95.3%

- ------------------

(4) The distribution of Class A shares commenced on October 26, 1990.

(5) The distribution of Class B shares commenced on May 23, 1995.

 * Annualized

<TABLE>
<CAPTION>
                                                                                   PIMCO ADVISORS TARGET FUND
                                                             ----------------------------------------------------------------------
                                                              CLASS A     CLASS B     CLASS C     CLASS A     CLASS C     CLASS A
                                                             ----------  ----------  ----------  ----------  ----------  ----------
                                                                                                                           PERIOD
                                                                                                                           ENDED
                                                                                                                         SEPTEMBER
                                                                              YEAR ENDED SEPTEMBER 30,                      30,
                                                             ----------------------------------------------------------  ----------
                                                                1995      1995(7)       1995        1994        1994      1993(6)
                                                             ----------  ----------  ----------  ----------  ----------  ----------
<S>                                                              <C>         <C>         <C>         <C>         <C>         <C>  
Net Asset Value, Beginning of Period                             $13.13      $13.93      $12.95      $12.72      $12.65      $10.00
                                                                  -----       -----       -----       -----       -----       -----
Income From Investment Operations:
Net Investment Loss                                               (0.02)      (0.05)      (0.12)      (0.04)      (0.14)      (0.02)
Net Gains or Losses on Securities (both realized and
  unrealized)                                                      3.45        2.18        3.38        0.57        0.56        2.74
                                                                  -----       -----       -----       -----       -----       -----
Total From Investment Operations                                   3.43        2.13        3.26        0.53        0.42        2.72
                                                                  -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment income)                               --          --          --          --          --          --
Distributions (from capital gain)                                 (0.16)         --       (0.16)      (0.12)      (0.12)         --
                                                                  -----       -----       -----       -----       -----       -----
Total Distributions                                               (0.16)         --       (0.16)      (0.12)      (0.12)         --
                                                                  -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period                                   $16.40      $16.06      $16.05      $13.13      $12.95      $12.72
                                                                  =====       =====       =====       =====       =====       =====
TOTAL RETURN (without sales charge)                               26.5%       15.3%       25.6%        4.2%        3.4%       27.2%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)                           $121,915      $7,554    $780,355     $90,527    $556,043     $48,787
Ratio of Expenses to Average Net Assets                            1.2%        2.0%*       2.0%        1.2%        2.0%        1.3%*
Ratio of Net Investment Income to Average Net Assets             (0.1)%      (0.9)%*     (0.9)%      (0.3)%      (1.1)%      (0.3)%*
Portfolio Turnover Rate                                          128.3%      128.3%      128.3%      103.5%      103.5%       76.0%
</TABLE>


                                                              CLASS C
                                                             ----------

                                                              1993(6)
                                                             ----------
Net Asset Value, Beginning of Period                             $10.00
                                                                  -----
Income From Investment Operations:
Net Investment Loss                                               (0.09)
Net Gains or Losses on Securities (both realized and
  unrealized)                                                      2.74
                                                                  -----
Total From Investment Operations                                   2.65
                                                                  -----
Less Distributions:
Dividends (from net investment income)                               --
Distributions (from capital gain)                                    --
                                                                  -----
Total Distributions                                                  --
                                                                  -----
Net Asset Value, End of Period                                   $12.65
                                                                  =====
TOTAL RETURN (without sales charge)                               26.5%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)                           $298,238
Ratio of Expenses to Average Net Assets                            2.0%*
Ratio of Net Investment Income to Average Net Assets             (1.0)%*
Portfolio Turnover Rate                                           76.0%

- ------------------

(6) The fund commenced operations on December 17, 1992.

(7) The distribution of Class B shares commenced on May 22, 1995.

 * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
60
PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                                            PIMCO ADVISORS DISCOVERY FUND
                                                                                          ----------------------------------
                                                                                           CLASS A     CLASS B     CLASS C
                                                                                          ----------  ----------  ----------
                                                                                              PERIOD ENDED SEPTEMBER 30,
                                                                                          ----------------------------------
                                                                                           1995(8)     1995(8)     1995(8)
                                                                                          ----------  ----------  ----------
<S>                                                                                        <C>         <C>         <C>
Net Asset Value, Beginning of Period                                                       $   10.00   $   10.00   $   10.00
                                                                                               -----       -----       -----
Income From Investment Operations:
Net Investment Income (Loss)                                                                    0.01       (0.01)      (0.01)
Net Gains or Losses on Securities (both realized and unrealized)                                0.88        0.87        0.87
                                                                                               -----       -----       -----
Total From Investment Operations                                                                0.89        0.86        0.86
                                                                                               -----       -----       -----
Less Distributions:
Dividends (from net investment income)                                                            --          --          --
Distributions (from capital gain)                                                                 --          --          --
                                                                                               -----       -----       -----
Total Distributions                                                                               --          --          --
                                                                                               -----       -----       -----
Net Asset Value, End of Period                                                             $   10.89   $   10.86   $   10.86
                                                                                               =====       =====       =====
TOTAL RETURN (without sales charge)                                                             8.9%        8.6%        8.6%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)                                                          $7,658     $10,832     $20,260
Ratio of Expenses to Average Net Assets                                                         1.3%*       2.0%*       2.0%*
Ratio of Net Investment Income to Average Net Assets                                            0.2%*     (0.5)%*     (0.5)%*
Portfolio Turnover Rate                                                                        34.9%       34.9%       34.9%
</TABLE>

- ------------------

(8) The fund commenced operations on June 27, 1995.

 * Annualized

<TABLE>
<CAPTION>
                                                                  PIMCO ADVISORS OPPORTUNITY FUND
                                         ----------------------------------------------------------------------------------
                                          CLASS A     CLASS C     CLASS A     CLASS C     CLASS A     CLASS C     CLASS A
                                         ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                      YEAR ENDED SEPTEMBER 30,
                                         ----------------------------------------------------------------------------------
                                            1995        1995        1994        1994        1993        1993        1992
                                         ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>         <C>  
Net Asset Value, Beginning of Period         $28.87      $28.04      $33.43      $32.77      $19.84      $19.60      $17.95
                                              -----       -----       -----       -----       -----       -----       -----
Income From Investment Operations:
Net Investment Loss                           (0.11)      (0.34)      (0.17)      (0.38)      (0.15)      (0.34)      (0.04)
Net Gains or Losses on Securities (both
  realized and unrealized)                    11.19       10.81       (2.02)      (1.98)      14.00       13.77        3.61
                                              -----       -----       -----       -----       -----       -----       -----
Total From Investment Operations              11.08       10.47       (2.19)      (2.36)      13.85       13.43        3.57
                                              -----       -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment income)           --          --          --          --          --          --          --
Distributions (from capital gain)             (0.87)      (0.87)      (2.26)      (2.26)      (0.26)      (0.26)      (1.68)
Return of capital distribution                   --          --        (.11)       (.11)         --          --          --
                                              -----       -----       -----       -----       -----       -----       -----
Total Distributions                           (0.87)      (0.87)      (2.37)      (2.37)      (0.26)      (0.26)      (1.68)
                                              -----       -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period               $39.08      $37.64      $28.87      $28.04      $33.43      $32.77      $19.84
                                               =====       =====       =====       =====       =====       =====       =====
TOTAL RETURN (without sales charge)           39.7%       38.6%      (6.7)%      (7.4)%       70.4%       69.1%       21.6%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)       $120,830    $715,191     $95,261    $553,460    $106,666    $618,193     $22,454
Ratio of Expenses to Average Net Assets        1.2%        1.9%        1.1%        1.9%        1.2%        2.0%        1.3%
Ratio of Net Investment Income to
  Average Net Assets                         (0.4)%      (1.1)%      (0.6)%      (1.4)%      (0.6)%      (1.3)%      (0.2)%
Portfolio Turnover Rate                      101.6%      101.6%       78.4%       78.4%      105.4%      105.4%       93.8%
</TABLE>


                                          CLASS C     CLASS A     CLASS C
                                         ----------  ----------  ----------

                                            1992      1991(9)       1991
                                         ----------  ----------  ----------
Net Asset Value, Beginning of Period         $17.87      $11.78      $11.93
                                              -----       -----       -----
Income From Investment Operations:
Net Investment Loss                           (0.18)      (0.03)      (0.11)
Net Gains or Losses on Securities (both
  realized and unrealized)                     3.59        6.20        6.42
                                              -----       -----       -----
Total From Investment Operations               3.41        6.17        6.31
                                              -----       -----       -----
Less Distributions:
Dividends (from net investment income)           --          --          --
Distributions (from capital gain)             (1.68)         --       (0.37)
Return of capital distribution                   --          --          --
                                              -----       -----       -----
Total Distributions                           (1.68)         --       (0.37)
                                              -----       -----       -----
Net Asset Value, End of Period               $19.60      $17.95      $17.87
                                              =====       =====       =====
TOTAL RETURN (without sales charge)           20.8%       70.9%       54.4%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)       $179,081      $1,623     $58,656
Ratio of Expenses to Average Net Assets        2.0%        1.4%*       2.0%
Ratio of Net Investment Income to
  Average Net Assets                         (1.0)%      (0.5)%*     (0.8)%
Portfolio Turnover Rate                       93.8%      144.6%      144.6%

- ------------------

(9) The distribution of Class A shares commenced on December 17, 1990.

 * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS FUND                                                           61
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                                PIMCO ADVISORS INNOVATION FUND
                                                                      ---------------------------------------------------
                                                                          CLASS A           CLASS B           CLASS C
                                                                          -------         -----------         -------
                                                                                  PERIOD ENDED SEPTEMBER 30,
                                                                      ---------------------------------------------------
                                                                         1995(10)          1995(11)          1995(10)
                                                                          -------         -----------         -------
<S>                                                                          <C>          <C>             <C>
Net Asset Value, Beginning of Period                                         $  10.00     $  11.81        $   10.00
                                                                                -----        -----            -----
Income From Investment Operations:  
Net Investment Loss                                                             (0.06)(12)    (0.08)          (0.13)(12)
Net Gains or Losses on Securities (both realized and unrealized)                 4.80         2.93             4.78
                                                                                -----        -----            -----
Total From Investment Operations                                                 4.74         2.85             4.65
                                                                                -----        -----            -----
Less Distributions:                 
Dividends (from net investment income)                                             --           --               --
Distributions (from capital gain)                                                  --           --               --
                                                                                -----        -----            -----
Total Distributions                                                                --           --               --
                                                                                -----        -----            -----
Net Asset Value, End of Period                                               $  14.74     $  14.66        $   14.65
                                                                                =====        =====            ======
TOTAL RETURN (without sales charge)                                             47.4%        24.1%            46.5%
                                    
RATIOS/SUPPLEMENTAL DATA            
Net Assets, End of Period (in 000's)                                         $28,239       $6,509          $63,952
Ratio of Expenses to Average Net Assets                                          1.4%*        2.3%*            2.2%*
Ratio of Net Investment Income to Average Net Assets                           (0.6)%*      (1.7)%*          (1.4)%*
Portfolio Turnover Rate                                                         86.1%        86.1%            86.1%
</TABLE>                         

- ------------------

(10) The fund commenced operations on December 22, 1994.

(11) The distribution of Class B shares commenced on May 22, 1995.

(12) Reflecting voluntary waiver of investment advisory fee of $4,666 (.00 per
     share) by the Manager as more fully described in Note 3(a) to the Financial
     Statements.

 * Annualized

<TABLE>
<CAPTION>
                                                                PIMCO ADVISORS INTERNATIONAL FUND
                                  ----------------------------------------------------------------------------------------------
                                   CLASS A     CLASS B     CLASS C     CLASS A     CLASS C     CLASS A     CLASS C     CLASS A
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                     YEAR ENDED SEPTEMBER 30,
                                  ----------------------------------------------------------------------------------------------
                                     1995      1995(14)      1995        1994        1994        1993        1993        1992
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of
  Period                           $   12.92   $   11.30   $   12.56   $   12.17   $   11.92   $   10.04   $    9.92   $   10.54
                                       -----       -----       -----       -----       -----       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)            0.07        0.00       (0.02)       0.04       (0.06)       0.07       (0.01)       0.05
Net Gains or Losses on
  Securities (both realized and
  unrealized)                          (0.56)       0.45       (0.55)       0.94        0.93        2.80        2.75       (0.37)
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total From Investment Operations       (0.49)       0.45       (0.57)       0.98        0.87        2.87        2.74       (0.32)
                                       -----       -----       -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                                 --          --          --          --          --          --          --          --
Distributions (from capital
  gain)                                (0.24)         --       (0.24)      (0.23)      (0.23)      (0.74)      (0.74)      (0.18)
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total Distributions                    (0.24)         --       (0.24)      (0.23)      (0.23)      (0.74)      (0.74)      (0.18)
                                       -----       -----       -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period     $   12.19   $   11.75   $   11.75   $   12.92   $   12.56   $   12.17   $   11.92   $   10.04
                                       =====       =====       =====       =====       =====       =====       =====       =====
TOTAL RETURN (without sales
  charge)                             (3.7)%        4.0%      (4.5)%        8.2%        7.4%       30.4%       29.4%      (3.1)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                             $17,951        $503    $215,349     $23,289    $294,492     $11,992    $147,194        $471
Ratio of Expenses to Average Net
  Assets                                1.5%        2.3%*       2.2%        1.4%        2.2%        1.4%        2.2%        1.9%
Ratio of Net Investment Income
  to Average Net Assets                 0.6%      (0.1)%*     (0.2)%        0.3%      (0.5)%        0.6%      (0.1)%        0.5%
Portfolio Turnover Rate               169.8%      169.8%      169.8%       55.1%       55.1%       67.6%       67.6%      159.6%
</TABLE>


                                   CLASS C     CLASS A     CLASS C
                                  ----------  ----------  ----------

                                     1992      1991(13)      1991
                                  ----------  ----------  ----------
Net Asset Value, Beginning of
  Period                           $   10.49   $    9.48   $   10.04
                                       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)           (0.06)       0.02       (0.08)
Net Gains or Losses on
  Securities (both realized and
  unrealized)                          (0.33)       1.04        1.76
                                       -----       -----       -----
Total From Investment Operations       (0.39)       1.06        1.68
                                       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                                 --          --          --
Distributions (from capital
  gain)                                (0.18)         --       (1.23)
                                       -----       -----       -----
Total Distributions                    (0.18)         --       (1.23)
                                       -----       -----       -----
Net Asset Value, End of Period     $    9.92   $   10.54   $   10.49
                                       =====       =====       =====
TOTAL RETURN (without sales
  charge)                             (3.8)%       17.3%       18.3%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                             $28,299         $22     $33,594
Ratio of Expenses to Average Net
  Assets                                2.6%        1.9%*       2.6%
Ratio of Net Investment Income
  to Average Net Assets               (0.6)%        0.7%*     (0.2)%
Portfolio Turnover Rate               159.6%      107.1%      107.1%

- ------------------

(13) The distribution of Class A shares commenced on February 1, 1991.

(14) The distribution of Class B shares commenced on May 22, 1995.

 * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
62
PIMCO ADVISORS FUND

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                               PIMCO ADVISORS PRECIOUS METALS FUND
                                  ----------------------------------------------------------------------------------------------
                                   CLASS A     CLASS B     CLASS C     CLASS A     CLASS C     CLASS A     CLASS C     CLASS A
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                     YEAR ENDED SEPTEMBER 30,
                                  ----------------------------------------------------------------------------------------------
                                     1995      1995(16)      1995        1994        1994        1993        1993        1992
                                  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                   <C>         <C>         <C>         <C>         <C>          <C>         <C>         <C> 
Net Asset Value, Beginning of
  Period                              $14.14      $11.61      $13.75      $10.32      $10.11       $7.54       $7.44       $7.51
                                       -----       -----       -----       -----       -----       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)            0.07       (0.01)      (0.02)       0.08       (0.02)       0.06       (0.02)      (0.01)
Net Gains or Losses on
  Securities (both realized and
  unrealized)                          (1.88)       0.30       (1.83)       3.74        3.66        2.72        2.69        0.04
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total From Investment Operations       (1.81)       0.29       (1.85)       3.82        3.64        2.78        2.67        0.03
                                       -----       -----       -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                                 --          --          --          --          --          --          --          --
Distributions (from capital
  gain)                                   --          --          --          --          --          --          --          --
                                       -----       -----       -----       -----       -----       -----       -----       -----
Total Distributions                       --          --          --          --          --          --          --          --
                                       -----       -----       -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period        $12.33      $11.90      $11.90      $14.14      $13.75      $10.32      $10.11       $7.54
                                       =====       =====       =====       =====       =====       =====       =====       =====

TOTAL RETURN (without sales
  charge)                            (12.8)%        2.5%     (13.5)%       37.0%       36.0%       36.9%       35.9%        0.4%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                              $7,670        $251     $42,341     $11,229     $62,825      $3,425     $23,884        $668
Ratio of Expenses to Average Net
  Assets                                1.4%        2.2%*       2.2%        1.3%        2.1%        1.4%        2.2%        1.9%
Ratio of Net Investment Income
  (loss) to Average Net Assets          0.6%      (0.2)%*     (0.2)%        0.6%      (0.2)%        0.6%      (0.2)%      (0.1)%
Portfolio Turnover Rate                 8.7%        8.7%        8.7%       11.0%       11.0%       10.0%       10.0%       29.6%
</TABLE>


                                   CLASS C     CLASS A     CLASS C
                                  ----------  ----------  ----------

                                     1992      1991(15)      1991
                                  ----------  ----------  ----------
Net Asset Value, Beginning of
  Period                               $7.46       $7.19       $9.40
                                       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income (Loss)           (0.06)      (0.07)      (0.05)
Net Gains or Losses on
  Securities (both realized and
  unrealized)                           0.04        0.39       (1.89)
                                       -----       -----       -----
Total From Investment Operations       (0.02)       0.32       (1.94)
                                       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                                 --          --          --
Distributions (from capital
  gain)                                   --          --          --
                                       -----       -----       -----
Total Distributions                       --          --          --
                                       -----       -----       -----
Net Asset Value, End of Period         $7.44       $7.51       $7.46
                                       =====       =====       =====
TOTAL RETURN (without sales
  charge)                             (0.3)%        6.8%     (20.6)%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                              $6,633        $514      $6,995
Ratio of Expenses to Average Net
  Assets                                2.6%        2.1%*       2.4%
Ratio of Net Investment Income
  (loss) to Average Net Assets        (0.8)%      (1.4)%*     (0.8)%
Portfolio Turnover Rate                29.6%       19.4%       19.4%

- ------------------

(15) The distribution of Class A shares commenced on February 1, 1991.

(16) The distribution of Class B shares commenced on June 15, 1995.

  * Annualized

<TABLE>
<CAPTION>
                                                               PIMCO ADVISORS HIGH INCOME FUND
                                   ----------------------------------------------------------------------------------------
                                     CLASS A      CLASS B      CLASS C      CLASS A     CLASS C      CLASS A      CLASS C
                                   -----------  -----------  -----------  -----------  ----------  -----------  -----------
                                                                   YEAR ENDED SEPTEMBER 30,
                                   ----------------------------------------------------------------------------------------
                                      1995       1995(18)       1995         1994         1994        1993         1993
                                   -----------  -----------  -----------  -----------  ----------  -----------  -----------
<S>                                     <C>          <C>          <C>          <C>          <C>         <C>          <C> 
Net Asset Value, Beginning of
  Period                                $7.56        $7.75        $7.51        $8.78        $8.75       $8.68        $8.65
                                        -----        -----        -----        -----   ----------       -----        -----
Income From Investment
  Operations:
Net Investment Income                    0.65         0.22         0.58         0.68         0.62        0.75         0.68
Net Gains or Losses on Securities
  (both realized and unrealized)         0.39         0.16         0.39        (1.23 )     (1.26)        0.10         0.10
                                        -----        -----        -----        -----   ----------       -----        -----
Total From Investment Operations         1.04         0.38         0.97        (0.55 )     (0.64)        0.85         0.78
                                        -----        -----        -----        -----   ----------       -----        -----
Less Distributions:
Dividends (from net investment
  income)                               (0.66)       (0.21)       (0.60)       (0.67)      (0.60)       (0.75)       (0.68)
Distributions (from capital gain)          --           --           --           --           --          --           --
                                        -----        -----        -----        -----   ----------       -----        -----
Total Distributions                     (0.66)       (0.21)       (0.60)       (0.67)      (0.60)       (0.75)       (0.68)
                                        -----        -----        -----        -----   ----------       -----        -----
Net Asset Value, End of Period          $7.94        $7.92        $7.88        $7.56        $7.51       $8.78        $8.75
                                        =====        =====        =====        =====   =========        =====        =====

TOTAL RETURN (without sales
  charge)                               14.5%         4.9%        13.5%       (6.5)%       (7.5)%       10.3%         9.5%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                               $7,791       $4,552     $157,507       $4,336     $179,274      $5,675     $255,266
Ratio of Expenses to Average Net
  Assets                                 1.1%         1.9%*        1.9%         1.1%         1.9%        1.2%         2.0%
Ratio of Net Investment Income to
  Average Net Assets                     8.5%         7.8%*        7.7%         8.4%         7.7%        8.7%         8.0%
Portfolio Turnover Rate                162.5%       162.5%       162.5%       133.9%       133.9%      124.1%       124.1%
</TABLE>

<TABLE>
<CAPTION>
                                     CLASS A      CLASS C      CLASS A      CLASS C
                                   -----------  -----------  -----------  -----------

                                      1992         1992       1991(17)       1991
                                   -----------  -----------  -----------  -----------
<S>                                    <C>        <C>            <C>        <C>
Net Asset Value, Beginning of
  Period                                $8.36        $8.36        $8.56        $8.55
                                        -----        -----        -----        -----
Income From Investment
  Operations:
Net Investment Income                    0.79         0.74         0.57         0.85
Net Gains or Losses on Securities
  (both realized and unrealized)         0.29         0.25        (0.14 )      (0.17)
                                        -----        -----        -----        -----
Total From Investment Operations         1.08         0.99         0.43         0.68
                                        -----        -----        -----        -----
Less Distributions:
Dividends (from net investment
  income)                               (0.76 )      (0.70 )      (0.63 )      (0.87 )
Distributions (from capital gain)          --           --           --           --
                                        -----        -----        -----        -----
Total Distributions                     (0.76 )      (0.70 )      (0.63 )      (0.87 )
                                        -----        -----        -----        -----
Net Asset Value, End of Period          $8.68        $8.65        $8.36        $8.36
                                        =====        =====        =====        =====
TOTAL RETURN (without sales
  charge)                               13.5%        12.4%         8.2%         8.5%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                               $4,257     $242,160       $1,456     $270,622
Ratio of Expenses to Average Net
  Assets                                 1.2%         1.9%         1.2%*        1.9%
Ratio of Net Investment Income to
  Average Net Assets                     9.3%         8.7%        10.5%*       10.1%
Portfolio Turnover Rate                162.8%       162.8%       124.0%       124.0%
</TABLE>

- ------------------

(17) The distribution of Class A shares commenced on February 6, 1991.

(18) The distribution of Class B shares commenced on May 22, 1995.

  * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS FUND                                                           63
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                                                                    PIMCO ADVISORS
                                                                                               TOTAL RETURN INCOME FUND
                                                                                          ----------------------------------
                                                                                           CLASS A     CLASS B     CLASS C
                                                                                          ----------  ----------  ----------

                                                                                              PERIOD ENDED SEPTEMBER 30,
                                                                                          ----------------------------------
                                                                                           1995(19)    1995(20)    1995(19)
                                                                                          ----------  ----------  ----------
<S>                                                                                        <C>         <C>         <C>
Net Asset Value, Beginning of Period                                                       $   10.00   $   10.48   $   10.00
                                                                                               -----       -----       -----
Income From Investment Operations:
Net Investment Income                                                                           0.41        0.16        0.35
Net Gains or Losses on Securities (both realized and unrealized)                                0.68        0.24        0.69
                                                                                               -----       -----       -----
Total From Investment Operations                                                                1.09        0.40        1.04
                                                                                               -----       -----       -----
Less Distributions:
Dividends (from net investment income)                                                         (0.39)      (0.15)      (0.34)
Distributions (from capital gain)                                                                 --          --          --
                                                                                               -----       -----       -----
Total Distributions                                                                            (0.39)      (0.15)      (0.34)
                                                                                               -----       -----       -----
Net Asset Value, End of Period                                                             $   10.70   $   10.73   $   10.70
                                                                                               =====       =====       =====
TOTAL RETURN (without sales charge)                                                            11.1%        3.8%       10.5%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)                                                         $37,714      $8,805     $45,631
Ratio of Expenses to Average Net Assets                                                         1.2%*       2.0%*       2.0%*
Ratio of Net Investment Income to Average Net Assets                                            5.1%*       4.2%*       4.3%*
Portfolio Turnover Rate                                                                        98.0%       98.0%       98.0%
</TABLE>

==================

(19) The fund commenced operations on December 22, 1994.

(20) The distribution of Class B shares commenced on May 22, 1995.

 * Annualized

<TABLE>
<CAPTION>
                                                                   PIMCO ADVISORS TAX EXEMPT FUND
                                   ----------------------------------------------------------------------------------------------
                                    CLASS A     CLASS B     CLASS C     CLASS A     CLASS C     CLASS A     CLASS C     CLASS A
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

                                                                      YEAR ENDED SEPTEMBER 30,
                                   ----------------------------------------------------------------------------------------------
                                      1995      1995(22)      1995        1994        1994        1993        1993        1992
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of
  Period                            $   11.21   $   11.90   $   11.21   $   12.74   $   12.73   $   11.94   $   11.94   $   11.53
                                        -----       -----       -----       -----       -----       -----       -----       -----
Income From Investment
  Operations:
Net Investment Income                    0.57        0.16        0.48        0.56        0.47        0.61        0.52        0.65
Net Gains or Losses on Securities
  (both realized and unrealized)         0.63       (0.07)       0.62       (1.31)      (1.30)       1.02        1.01        0.42
                                        -----       -----       -----       -----       -----       -----       -----       -----
Total From Investment Operations         1.20        0.09        1.10       (0.75)      (0.83)       1.63        1.53        1.07
                                        -----       -----       -----       -----       -----       -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                               (0.58)      (0.15)      (0.49)      (0.58)      (0.49)      (0.64)      (0.55)      (0.66)
Distributions (from capital gain)          --          --          --       (0.20)      (0.20)      (0.19)      (0.19)         --
                                        -----       -----       -----       -----       -----       -----       -----       -----
Total Distributions                     (0.58)      (0.15)      (0.49)      (0.78)      (0.69)      (0.83)      (0.74)      (0.66)
                                        -----       -----       -----       -----       -----       -----       -----       -----
Net Asset Value, End of Period      $   11.83   $   11.84   $   11.82   $   11.21   $   11.21   $   12.74   $   12.73   $   11.94
                                        =====       =====       =====       =====       =====       =====       =====       =====
TOTAL RETURN (without sales
  charge)                               11.0%        0.8%       10.1%      (6.1)%      (6.7)%       14.2%       13.3%        9.5%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                               $2,701        $288     $54,224      $2,726     $68,214      $2,852     $81,475      $2,295
Ratio of Expenses to Average Net
  Assets                                 1.1%        1.9%*       1.8%        1.1%        1.8%        1.1%        1.8%        1.1%
Ratio of Net Investment Income to
  Average Net Assets                     5.0%        4.0%*       4.3%        4.7%        4.0%        5.0%        4.2%        5.6%
Portfolio Turnover Rate                 35.0%       35.0%       35.0%       63.2%       63.2%       55.9%       55.9%      107.4%
</TABLE>


                                    CLASS C     CLASS A     CLASS C
                                   ----------  ----------  ----------

                                      1992      1991(21)      1991
                                   ----------  ----------  ----------
Net Asset Value, Beginning of
  Period                            $   11.53   $   11.30   $   10.97
                                        -----       -----       -----
Income From Investment
  Operations:
Net Investment Income                    0.58        0.38        0.62
Net Gains or Losses on Securities
  (both realized and unrealized)         0.41        0.23        0.56
                                        -----       -----       -----
Total From Investment Operations         0.99        0.61        1.18
                                        -----       -----       -----
Less Distributions:
Dividends (from net investment
  income)                               (0.58)      (0.38)      (0.62)
Distributions (from capital gain)          --          --          --
                                        -----       -----       -----
Total Distributions                     (0.58)      (0.38)      (0.62)
                                        -----       -----       -----
Net Asset Value, End of Period      $   11.94   $   11.53   $   11.53
                                        =====       =====       =====
TOTAL RETURN (without sales
  charge)                                8.8%       10.4%       11.0%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                              $52,113        $321     $46,663
Ratio of Expenses to Average Net
  Assets                                 1.8%        1.1%*       1.8%
Ratio of Net Investment Income to
  Average Net Assets                     4.9%        5.8%*       5.5%
Portfolio Turnover Rate                107.4%      119.0%      119.0%

- ------------------

(21) The distribution of Class A shares commenced on March 14, 1991.

(22) The distribution of Class B shares commenced on May 30, 1995.

 * Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
64
PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                        PIMCO ADVISORS U.S. GOVERNMENT FUND
                      --------------------------------------------------------------------------------------------------------
                      CLASS A  CLASS B   CLASS C   CLASS A  CLASS C   CLASS A  CLASS C   CLASS A  CLASS C   CLASS A   CLASS C
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
                                                              YEAR ENDED SEPTEMBER 30,
                      --------------------------------------------------------------------------------------------------------
                       1995    1995(24)    1995     1994      1994     1993      1993     1992      1992    1991(23)    1991
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
<S>                   <C>      <C>       <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>       <C>
Net Asset Value,
  Beginning of
  Period              $  8.68  $   9.17  $   8.65  $  9.71  $   9.68  $  9.61  $   9.58  $  9.46  $   9.45  $   9.31  $   9.02
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
Income From
  Investment
  Operations:
Net Investment
  Income                 0.58      0.16      0.51     0.60      0.53     0.65      0.58     0.75      0.69      0.65      0.81
Net Gains or Losses
  on Securities
  (both realized and
  unrealized)            0.47     (0.02)     0.48    (1.03)    (1.03)    0.10      0.10     0.19      0.15      0.15      0.46
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
Total From
  Investment
  Operations             1.05      0.14      0.99    (0.43)    (0.50)    0.75      0.68     0.94      0.84      0.80      1.27
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
Less Distributions:
Dividends (from net
  investment income)    (0.57)    (0.16)    (0.51)   (0.60)    (0.53)   (0.65)    (0.58)   (0.79)    (0.71)    (0.65)    (0.84)
Distributions (from
  capital gain)            --        --        --       --        --       --        --       --        --        --        --
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
Total Distributions     (0.57)    (0.16)    (0.51)   (0.60)    (0.53)   (0.65)    (0.58)   (0.79)    (0.71)    (0.65)    (0.84)
                      -------  --------  --------  -------  --------  -------  --------  -------  --------  --------  --------
Net Asset Value, End
  of Period           $  9.16  $   9.15  $   9.13  $  8.68  $   8.65  $  9.71  $   9.68  $  9.61  $   9.58  $   9.46  $   9.45
                      =======  ========  ========  =======  ========  =======  ========  =======  ========  ========  ========
TOTAL RETURN
  (without sales
  charge)               12.6%      1.6%     11.8%   (4.6)%    (5.3)%     8.2%      7.4%    10.3%      9.2%     12.3%     14.8%
RATIOS/SUPPLEMENTAL
  DATA
Net Assets, End of
  Period (in 000's)   $16,248    $1,671  $287,086  $15,250  $365,044  $19,939  $533,288  $15,224  $531,310    $3,983  $429,796
Ratio of Expenses to
  Average Net Assets     1.0%      1.8%*     1.8%     1.0%      1.7%     1.0%      1.7%     1.0%      1.8%      1.1%*     1.8%
Ratio of Net
  Investment Income
  to Average Net
  Assets                 6.5%      5.6%*     5.8%     6.5%      5.8%     6.8%      6.1%     7.8%      7.3%      9.3%*     8.8%
Portfolio Turnover
  Rate                 115.0%    115.0%    115.0%   121.0%    121.0%   199.7%    199.7%   156.4%    156.4%     37.1%     37.1%
</TABLE>

- ------------------------------
(23) The distribution of Class A shares commenced on January 3, 1991.

(24) The distribution of Class B shares commenced on June 2, 1995.

 *   Annualized

<PAGE>
FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                               PIMCO ADVISORS SHORT-INTERMEDIATE FUND
                                      ----------------------------------------------------------------------------------------
                                                 CLASS B    CLASS C    CLASS A    CLASS C    CLASS A    CLASS C      CLASS A
                                      CLASS A    --------   --------   -------   ---------   -------   ---------   -----------
                                      --------
                                                                      YEAR ENDED SEPTEMBER 30,
                                      ----------------------------------------------------------------------------------------
                                        1995     1995(26)     1995      1994       1994       1993       1993         1992
                                      --------   --------   --------   -------   ---------   -------   ---------   -----------
<S>                                   <C>        <C>        <C>        <C>       <C>         <C>       <C>         <C>
Net Asset Value, Beginning of Period  $   9.37   $   9.49   $   9.37   $  9.81   $    9.82   $  9.96   $    9.97   $     10.03
                                      --------   --------   --------   -------   ---------   -------   ---------         -----
Income From Investment Operations:
Net Investment Income                     0.59       0.18       0.54      0.47        0.42      0.48        0.44          0.60(28)
Net Gains or Losses on Securities
  (both realized and unrealized)          0.25       0.13       0.23     (0.43)      (0.44)    (0.15)      (0.16)        (0.04)
                                      --------   --------   --------   -------   ---------   -------   ---------         -----
Total From Investment Operations          0.84       0.31       0.77      0.04       (0.02)     0.33        0.28          0.56
                                      --------   --------   --------   -------   ---------   -------   ---------         -----
Less Distributions:
Dividends (from net investment
  income)                                (0.59)     (0.18)     (0.54)    (0.48)      (0.43)    (0.48)      (0.43)        (0.62)
Distributions (from capital gain)           --         --         --        --          --        --          --         (0.01)
                                      --------   --------   --------   -------   ---------   -------   ---------         -----
Total Distributions                      (0.59)     (0.18)     (0.54)    (0.48)      (0.43)    (0.48)      (0.43)        (0.63)
                                      --------   --------   --------   -------   ---------   -------   ---------         -----
Net Asset Value, End of Period        $   9.62   $   9.62   $   9.60   $  9.37   $    9.37   $  9.81   $    9.82   $      9.96
                                      ========   ========   ========   =======   =========   =======   =========         =====
TOTAL RETURN (without sales charge)       9.3%       3.3%       8.5%      0.4%      (0.2)%      3.4%        2.9%          5.8%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)    $6,343       $941    $65,608    $4,913     $88,909    $7,169    $123,857       $13,535
Ratio of Expenses to Average Net
  Assets                                  1.0%       1.7%*      1.5%      0.9%        1.4%      1.0%        1.5%          0.9%
Ratio of Net Investment Income to
  Average Net Assets                      6.3%       5.4%*      5.7%      4.9%        4.4%      4.9%        4.4%          6.0%
Portfolio Turnover Rate                 173.4%     173.4%     173.4%     86.2%       86.2%    112.7%      112.7%        132.8%
</TABLE>

<TABLE>
<CAPTION>
                                        CLASS C       CLASS A       CLASS C
                                      ------------   ----------   -----------
                                          PERIOD ENDED SEPTEMBER 30,
                                      ---------------------------------------
                                          1992        1991(25)     1991(25)
                                      ------------   ----------   -----------
<S>                                   <C>            <C>          <C>
Net Asset Value, Beginning of Period  $      10.03   $    10.00   $     10.00
                                             -----        -----         -----
Income From Investment Operations:
Net Investment Income                         0.55(28)     0.07(27)      0.07(27)
Net Gains or Losses on Securities
  (both realized and unrealized)             (0.03)        0.03          0.03
                                             -----        -----         -----
Total From Investment Operations              0.52         0.10          0.10
                                             -----        -----         -----
Less Distributions:
Dividends (from net investment
  income)                                    (0.57)       (0.07)        (0.07)
Distributions (from capital gain)            (0.01)          --            --
                                             -----        -----         -----
Total Distributions                          (0.58)       (0.07)        (0.07)
                                             -----        -----         -----
Net Asset Value, End of Period        $       9.97   $    10.03   $     10.03
                                             =====        =====         =====
TOTAL RETURN (without sales charge)           5.4%         8.5%          8.6%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in 000's)     $135,655         $844        32,052
Ratio of Expenses to Average Net
  Assets                                      1.3%         0.4%*         0.9%*
Ratio of Net Investment Income to
  Average Net Assets                          5.5%         5.3%*         5.0%*
Portfolio Turnover Rate                     132.8%       114.6%        114.6%
</TABLE>

==============================
(25) The fund commenced operations on August 16, 1991.

(26) The distribution of Class B shares commenced on May 22, 1995.

(27) Reflecting expense reduction of $2,957 (.00 per share) and voluntary waiver
     of investment advisory fee of $29,149 (.01 per share) by the Manager as
     more fully described in Note 3(a) to the Financial Statements.

(28) Reflecting voluntary waiver of investment advisory fee of $138,110 (.02 per
     share) by the Manager as more fully described in Note 3(a) to the Financial
     Statements.

 *   Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
PIMCO ADVISORS FUNDS                                                          65
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
For a Fund share outstanding throughout the period

<TABLE>
<CAPTION>
                                                       PIMCO ADVISORS MONEY MARKET FUND
                                    ----------------------------------------------------------------------
                                      CLASS A       CLASS B       CLASS C        CLASS A        CLASS C
                                    ------------   ----------   ------------   ------------   ------------

                                                           YEAR ENDED SEPTEMBER 30,
                                    ----------------------------------------------------------------------
                                        1995        1995(30)        1995           1994           1994
                                    ------------   ----------   ------------   ------------   ------------
<S>                                 <C>            <C>          <C>            <C>            <C>
Net Asset Value, Beginning of
  Period                            $       1.00   $     1.00   $       1.00   $       1.00   $       1.00
                                           -----        -----          -----          -----          -----
Income From Investment Operations:
Net Investment Income                      0.054(34)      0.007        0.054(34)      0.030(33)      0.030(33)
                                           -----        -----          -----          -----          -----
Less Distributions:
Dividends (from net investment
  income)                                 (0.054)      (0.007)        (0.054)        (0.030)        (0.030)
                                           -----        -----          -----          -----          -----
Net Asset Value, End of Period      $       1.00   $     1.00   $       1.00   $       1.00   $       1.00
                                           =====        =====          =====          =====          =====
TOTAL RETURN (without sales
  charge)                                   5.4%         0.7%           5.4%           3.0%           3.0%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                                $13,553          $21        $69,364        $12,933        $84,064
Ratio of Expenses to Average Net
  Assets                                   0.49%        1.46%*         0.50%          0.75%          0.75%
Ratio of Net Investment Income to
  Average Net Assets                       5.40%        4.79%*         5.37%          3.38%          3.18%
Portfolio Turnover Rate                       ==           ==             ==             ==             ==
</TABLE>

                                      CLASS A        CLASS C
                                    ------------   ------------

                                        1993           1993
                                    ------------   ------------
Net Asset Value, Beginning of
  Period                            $       1.00   $       1.00
                                           -----          -----
Income From Investment Operations:
Net Investment Income                      0.025(32)        0.025(32)
                                           -----          -----
Less Distributions:
Dividends (from net investment
  income)                                 (0.025)        (0.025)
                                           -----          -----
Net Asset Value, End of Period      $       1.00   $       1.00
                                           =====          =====
TOTAL RETURN (without sales
  charge)                                   2.5%           2.5%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in
  000's)                                  $3,729        $44,657
Ratio of Expenses to Average Net
  Assets                                   0.75%          0.75%
Ratio of Net Investment Income to
  Average Net Assets                       2.47%          2.51%
Portfolio Turnover Rate                       --             --

<TABLE>
<CAPTION>
                                      CLASS A        CLASS C       CLASS A      CLASS C
                                    ------------   ------------   ----------   ---------

                                        1992           1992        1991(29)      1991
                                    ------------   ------------   ----------   ---------
<S>                                 <C>            <C>            <C>          <C>
Net Asset Value, Beginning of
  Period                            $  1.00        $       1.00   $     1.00   $    1.00
                                      -----               -----        -----   ---------
Income From Investment Operations:
Net Investment Income                 0.032(31)        0.034(31)    0.029       0.053
                                      -----               -----        -----   ---------
Less Distributions:  
Dividends (from net investment   
  income)                            (0.032)             (0.034)      (0.029)     (0.053)
                                      -----               -----        -----   ---------
Net Asset Value, End of Period      $  1.00        $       1.00   $     1.00   $    1.00
                                      =====               =====        =====   =========
TOTAL RETURN (without sales
  charge)                              3.2%                3.4%         2.9%        5.3%
RATIOS/SUPPLEMENTAL DATA  
Net Assets, End of Period (in    
  000's)                              $655             $50,761         $275     $63,751
Ratio of Expenses to Average Net 
  Assets                               0.9%                1.0%         1.1%*       1.5%
Ratio of Net Investment Income to
  Average Net Assets                   3.2%                3.4%         4.8%*       5.5%
Portfolio Turnover Rate                 --                  --           --          --
</TABLE> 

- ------------------------------
(29) The distribution of Class A shares commenced on March 5, 1991.

(30) The distribution of Class B shares commenced on July 17, 1995.

(31) Reflecting voluntary waiver of investment advisory fee of $31,042 (.001 per
     share) by the Manager as more fully described in Note 3(a) to the Financial
     Statements.

(32) Reflecting voluntary waiver of investment advisory fee of $160,471 (.003
     per share) by the Manager as more fully described in Note 3(a) to the
     Financial Statements.

(33) Reflecting voluntary waiver of investment advisory fee of $142,336 (.002
     per share) by the Manager as more fully described in Note 3(a) to the
     Financial Statements.

(34) Reflecting voluntary waiver of investment advisory fee of $23,048 (.000 per
     share) by the Manager as more fully described in Note 3(a) to the Financial
     Statements.

 *   Annualized

PIMCO Advisors Funds                      SEE ACCOMPANYING NOTES
<PAGE>
66        PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

1   ORGANIZATION AND BUSINESS

    PIMCO Advisors Funds (the "Trust") is an investment company registered under
the Investment Company Act of 1940, as amended. It is organized as a
Massachusetts business trust and is an open-end, diversified, management, series
investment company which currently consists of fifteen Funds: PIMCO Advisors
Equity Income Fund, PIMCO Advisors Value Fund, PIMCO Advisors Growth Fund, PIMCO
Advisors Target Fund, PIMCO Advisors Discovery Fund, PIMCO Advisors Opportunity
Fund, PIMCO Advisors Innovation Fund, PIMCO Advisors International Fund, PIMCO
Advisors Precious Metals Fund, PIMCO Advisors High Income Fund, PIMCO Advisors
Total Return Income Fund, PIMCO Advisors Tax Exempt Fund, PIMCO Advisors U.S.
Government Fund, PIMCO Advisors Short=Intermediate Fund and PIMCO Advisors Money
Market Fund.

  The Trust offers Class A, Class B and Class C shares of each Fund with the
exception of the Opportunity Fund which does not offer Class B shares. Class A
shares are sold with an initial sales charge. Class B and Class C shares are
sold with a contingent deferred sales charge. All classes of shares have
identical voting, dividend, liquidation and other rights and the same terms and
conditions, except that each class bears different distribution expenses and has
exclusive voting rights with respect to its distribution plan.

2   SIGNIFICANT ACCOUNTING POLICIES

A)PORTFOLIO VALUATIONS:  The portfolio investments of the Money
Market Fund are valued at either amortized cost or original cost plus accrued
interest receivable, both of which approximate market value. The amortized cost
of a security is determined by valuing it at original cost and thereafter
amortizing any discount or premium from its face value at a constant rate until
maturity. Since this method does not give consideration to fluctuating interest
rates it may at times result in book valuations that are higher or lower than
the current market price.

  For the other Funds, securities for which market quotations are readily
available are valued at market value, which is determined by using the last
reported sale price, or, if no sales are reported--and in the case of certain
securities traded over-the-counter--the mean between the last reported bid and
asked prices. U.S. Government Securities are traded over-the-counter. Short-term
obligations having remaining maturities of 60 days or less are valued at either
amortized cost or original cost plus accrued interest receivable, both of which
approximate market value. All other securities and assets, including any
restricted and/or illiquid securities, will be valued at their fair value as
determined pursuant to procedures adopted by the Trustees.

  Each Fund may enter into repurchase agreements with domestic commercial banks
and registered broker/dealers whereby the Fund, through its custodian, receives
delivery of the underlying securities. The market value of these securities will
be at least equal at all times to the total amount of the repurchase obligation,
including the interest factor. The Fund bears a risk of loss in the event that
the other party to a repurchase agreement defaults on its obligations and the
Fund is delayed or prevented from exercising its right to dispose of the
underlying securities including the risk of a possible decline in the value of
the underlying securities during the period while the Fund seeks to assure its
rights. Each Fund's investment adviser, acting under supervision of the Board of
Trustees, reviews the value of the collateral and the creditworthiness of those
banks and dealers with which the Fund enters into repurchase agreements to
evaluate potential risks. In the event of counterparty default, the Fund has the
right to use the underlying securities to offset the loss.

B)FOREIGN CURRENCY TRANSACTIONS:  With respect to the Funds
that invest in foreign securities, transactions denominated in foreign
currencies are recorded in the Fund's records at the current prevailing exchange
rate. Asset and liability accounts that are denominated in a foreign currency
are adjusted to reflect the current exchange rate at the end of the period.
Transaction gains or losses resulting from changes in the exchange rate during
the reporting period or upon settlement of the foreign currency transaction are
reported in operations for the current period. Investing in securities of
foreign companies and foreign governments involves special risks and
considerations not typically associated with investing in U.S. companies and the
U.S. Government. These risks include reevaluation of currencies and future
adverse political and economic developments. Moreover, securities of many
foreign companies and foreign governments and their markets may be less liquid
and their prices more volatile than those of securities of comparable U.S.
companies and the U.S. Government.

  It is not practicable to isolate the portion of the results of operations
arising as a result of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of securities during the period.

C)OPTIONS:  When a Fund writes a covered call or a put option,
an amount equal to the premium received by it is included in the Fund's
Statement of Assets and Liabilities as an asset and as an equivalent liability.
The amount of the liability is subsequently "marked to market" to reflect the
current market value of the option written. The current market value of a
written option is the last reported sale price on the principal exchange on
which such option is traded or, if no sales are reported, the mean between the
last reported bid and asked prices. If an option which the Fund has written
either expires on its stipulated expiration date, or if the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or loss if the cost of
the closing transaction exceeds the premium received when the option was
written) without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished. If a call
option which the Fund has written is exercised, the Fund realizes a gain or loss
from the sale of the underlying security and the proceeds from such sale are
increased by the premium originally received. If a put option which the Fund has
written is exercised, the amount of the premium originally received will reduce
the cost of the security which the Fund purchases upon exercise of the option.

  The premium paid by the Fund for the purchase of a call or put option is
included in the Fund's Statement of Assets and Liabilities as an investment and
subsequently "marked to market" to reflect the current market value of the
option purchased. The current market value of a purchased option is the last
reported sale price on the principal exchange on which such option is traded or,
if no sales are reported, the mean between the last reported bid and asked
prices.
<PAGE>
PIMCO ADVISORS FUNDS                                                          67
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED
If an option which the Fund has purchased expires on its stipulated expiration
date, the Fund realizes a loss in the amount of the cost of the option. If the
Fund enters into a closing transaction, it realizes a gain or loss, depending on
whether the proceeds from the sale are greater or less than the cost of the
option. If the Fund exercises a put option, it realizes a gain or loss from the
sale of the underlying security and the proceeds from such sale will be
decreased by the premium originally paid. If the Fund exercises a call option,
the cost of the security which the Fund purchases upon exercise will be
increased by the premium originally paid.

D)FUTURES CONTRACTS:  Initial margin deposits made upon entering
into futures contracts are recognized as assets due from the broker (the Fund's
agent in acquiring the futures position). During the period the futures contract
is open, changes in the value of the contract are recognized as unrealized gains
or losses by "marking to market" on a daily basis to reflect the market value of
the contract at the end of each day's trading.

  Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.

  Open futures contracts at September 30, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                      Unrealized
                                                         Market      Appreciation
Type                                         Cost         Value     (Depreciation)
- ----------------------------------------------------------------------------------
<S>                                       <C>          <C>             <C>
TOTAL RETURN INCOME FUND:
Long U.S. Treasury 5 Year Note (12/95)    $14,993,750  $15,032,500     $ 38,750
Long U.S. Treasury 10 Year Note (12/95)    35,934,000   35,941,500        7,500
Long U.S. Treasury 30 Year Bond (12/95)    13,069,063   13,149,532       80,469
Long German Gov't 10 Year DM (12/95)        1,659,758    1,673,813       14,055
                                                                        -------
                                                                       $140,774
                                                                        -------
                                                                        -------
U.S. GOVERNMENT FUND:
Long U.S. Treasury 5 Year Note (12/95)    $ 2,041,906  $ 2,040,125     $ (1,781)
Long U.S. Treasury 10 Year Note (12/95)    54,055,188   54,132,750       77,562
Long U.S. Treasury 30 Year Bond (12/95)    21,947,750   22,068,344      120,594
                                                                        -------
                                                                       $196,375
                                                                        -------
                                                                        -------
SHORT-INTERMEDIATE FUND:
Long U.S. Treasury 2 Year Note (12/95)    $ 8,277,500  $ 8,288,750     $ 11,250
Long U.S. Treasury 5 Year Note (12/95)      3,429,859    3,436,000        6,141
                                                                        -------
                                                                         17,391
                                                                        -------
Short U.S. Treasury 10 Year Note (12/95)  $  (110,000) $  (110,250)        (250)
                                                                        -------
                                                                       $ 17,141
                                                                        =======
</TABLE>

E)FORWARD FOREIGN CURRENCY CONTRACTS:  Forward foreign
currency contracts are valued at the forward rate, and are marked to market
daily. The change in market value is recorded by the Fund as an unrealized gain
or loss. When the contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the time it was
opened and the value at the time it was closed.

  Forward foreign currency contracts are contracts for delayed delivery of
financial interests in which the seller agrees to make delivery at a specified
future date of a specified financial instrument, at a specified price or yield.
Risks arise from changes in the market value of the underlying instruments and
from the possible inability of counterparties to meet the terms of their
contracts. Credit risk is limited to amounts recorded as unrealized appreciation
on open contracts.

F)DERIVATIVES AND OFF BALANCE SHEET RISK:  A Fund's use of
futures contracts, forward foreign currency contracts and options may involve,
to varying degrees, elements of market risk in excess of the amount recognized
in the Statement of Assets and Liabilities. These derivative financial
instruments ("derivatives") are used to adjust the risk and return
characteristics of a Fund's portfolio. Derivatives are not used for the purpose
of leverage. The objective in buying or selling a derivative instrument is to 
increase or decrease a Fund's exposure to changing security prices, interest 
rates or currency exchange rates. If the Manager misjudges market conditions or 
employs a strategy that does not correlate well with the Fund's other 
investments, use of these derivatives could result in a loss, regardless of the 
Manager's original intent to reduce risk.

G)SECURITY TRANSACTIONS:  Security transactions are recorded on
trade=date. Interest income is recorded on the accrual basis.

  Realized gains or losses on sales of investments are determined on the
identified cost basis for accounting and tax purposes.

  Purchases of securities under agreements to resell are carried at cost, and
the related accrued interest is included in interest receivable.

H)FEDERAL TAXES:  Each of the Funds is a separate entity for
federal income tax purposes. It is each Fund's policy to qualify as a regulated
investment company by complying with the requirements of the Internal Revenue
Code applicable to regulated investment companies, and to pay out all its net
investment income and net capital gains to its shareholders. Therefore, no
federal income tax provision is required.

I)EQUALIZATION:  Certain Funds follow the accounting practice
known as equalization by which a portion of the proceeds from sales and costs of
redemptions of shares of beneficial interest, equivalent on a per share basis to
the amount of undistributed net investment income on the date of the
transaction, is credited or charged to undistributed net investment income. As a
result, undistributed net investment income per share is unaffected by sales or
redemptions of Fund shares.

J)EXPENSES:  Expenses directly attributable to each Fund are
charged to that Fund's operations; expenses which are applicable to all Funds
are allocated among such Funds on a basis deemed fair and equitable by the
Trustees, usually on the basis of relative net assets.

K)ORGANIZATION COSTS:  Costs incurred in connection with each
Fund's organization and registration are amortized on a straight=line basis over
the period of benefit, not to exceed 60 months.

L)DIVIDENDS AND DISTRIBUTIONS:  Dividend income and
distributions to shareholders are recorded on the ex=dividend date. Income
distributions and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions,
<PAGE>
68        PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED
original issue discount, market discount and net operating losses. The effect of
these differences for the year ended September 30, 1995 are as follows:

                                               Undistributed
                                                   Net      Accumulated
                                               Investment    Realized
                                                 Income     Gain/(Loss)
- -----------------------------------------------------------------------
Equity Income                                   $  45,810    $ (45,810)
Value                                               1,147       (1,147)
International                                    (812,664)     812,664
High Income                                       139,032     (139,032)
Total Return Income                                25,069      (25,069)
Tax Exempt                                         66,195      (66,195)
U.S. Government                                   229,231     (229,231)
Short-Intermediate                                 81,806      (81,806)

  The current year's net investment losses of the following Funds have been
charged to undistributed net realized gain on investments of the respective
Funds:

Growth                                                      $ 1,692,133
Target                                                        5,836,356
Opportunity                                                   6,920,088
Innovation                                                      398,331

  The current year's net investment losses of the Discovery and Precious Metals
Funds in the amounts of $22,777 and $36,880, respectively, have been charged to
the capital of those Funds.

  In addition, the capital loss carryforwards of the U.S. Government Fund in the
amount of $44,567,716 which expired in 1995 have been charged to capital of that
Fund.

3 FEES AND RELATED PARTY TRANSACTIONS
A)INVESTMENT ADVISORY FEES:  PIMCO Advisors L.P. (the
"Manager") is the investment manager of each of the PIMCO Advisors Funds. The
Manager manages the day=to=day investment affairs and establishes investment
policies for the Trust, and pays all salaries, fees and expenses of officers and
trustees of the Trust who are affiliated with the Manager. Each of the Funds
also has a sub=adviser which, under the supervision of the Manager, directs the
investments of the Fund's assets. Other than the sub=adviser of the Precious
Metals Fund, all of the sub=advisers are affiliates of the Manager. Columbus
Circle Investors serves as the sub=adviser of the Equity Income Fund, Growth
Fund, Target Fund, Opportunity Fund, Innovation Fund, Tax Exempt Fund and Money
Market Fund.

  Under the Management Contracts between the Trust and the Manager relating to
each Fund, the Manager is paid at the percentages shown below of the relevant
Fund's average daily net assets for its services to the Trust and the Fund.
Pursuant to Sub=adviser Agreements between the Manager and each of the sub=
advisers with respect to the Funds advised by each, the Manager pays to each
sub=adviser, out of the fee received by the Manager under the relevant
Management Contract, the following percentages of the relevant Fund's average
daily net assets as compensation for the services provided by the sub=adviser.

<TABLE>
<CAPTION>
                                                                                    SUB=ADVISER FEE PAID BY
                        MANAGEMENT FEE                                                      MANAGER
FUND                 (AS % OF NET ASSETS)                SUB=ADVISER                 (AS % OF NET ASSETS)
===============  ============================  ================================  =============================
<S>              <C>                           <C>                               <C>
Equity Income    .75% of first $200 million    Columbus Circle Investors         .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
Value            .70%                          NFJ Investment Group              .350%
Growth           .70% of first $200 million    Columbus Circle Investors         .350% of first $200 million
                 .65% of amounts over $200                                       .325% of amounts over $200
                 million                                                         million
Target           .75% of first $200 million    Columbus Circle Investors         .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
Discovery        .75% of first $200 million    Cadence Capital Management        .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
Opportunity      .75% of first $200 million    Columbus Circle Investors         .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
Innovation       .75% of first $200 million    Columbus Circle Investors         .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
International    .80%                          Blairlogie Capital Management     .40%
Precious Metals  .75% of first $200 million    Van Eck Associates Corporation    .375% of first $200 million
                 .70% of amounts over $200                                       .350% of amounts over $200
                 million                                                         million
High Income      .60% of first $250 million    Pacific Investment Management     .25%
                 .50% of amounts over $250     Company
                 million
Total Return     .60% of first $250 million    Pacific Investment Management     .25%
Income           .50% of amounts over $250     Company
                 million
Short=Intermediate .50% of first $250 million  Pacific Investment Management     .25%
                 .45% of next $250 million     Company
                 .40% of amounts over $500
                 million
U.S. Government  .60 of first $250 million     Pacific Investment Management     .25%
                 .50 of amounts over $250      Company
                 million
Tax Exempt       .60%                          Columbus Circle Investors         .30%
Money Market     .50% of first $250 million    Columbus Circle Investors         .25% of first $250 million
                 .40% of amounts over $250                                       .20% of amounts over $250
                 million                                                         million
</TABLE>

  The Manager's compensation with respect to any Fund is subject to reduction to
the extent in any year that the expenses (generally excluding brokerage
commissions, taxes, interest, distribution=related expenses and extraordinary
expenses) of such Fund exceed the statutory limits of any jurisdiction in which
shares of such Fund are qualified for offer and sale. The most restrictive of
such limitations as of the date of these financial statements is 2 1/2% of the
first $30 million of average net assets, 2% of the next $70 million and 1 1/2%
of any excess over $100 million.

  The Manager has voluntarily undertaken to reduce its investment advisory fee
with respect to the Money Market Fund to .10% of the Fund's daily net assets
until further notice.

  The Manager voluntarily waived the investment advisory fee for Innovation Fund
for the period from inception to December 31, 1994.

B)DISTRIBUTION AND SERVICING FEES:  Pursuant to Distribution and
Servicing Plans adopted by the Trust, the Trust compensates the distributor,
PIMCO Advisors Distribution Company for services
<PAGE>
PIMCO ADVISORS FUNDS                                                          69
================================================================================

NOTES TO FINANCIAL STATEMENTS==CONTINUED
provided and expenses incurred in connection with assistance rendered in the
sale of Trust shares and services rendered to shareholders and for maintenance
of shareholder accounts. As compensation, the Trust pays the distributor a
distribution fee with respect to the Class B and Class C shares of each Fund
with the exception of the Opportunity Fund which does not offer Class B shares
equal to .75% of the Fund's average daily net assets attributable to the
respective class of shares, except that the fee is .50% per annum in the case of
Class C shares of the Short=Intermediate Fund and the fee is not charged in the
case of the Money Market Fund (subject to increase by action of the Trustees to
a rate not exceeding .75% per annum). The Trust pays the distributor a servicing
fee with respect to both Class A, Class B and Class C shares of each Fund equal
to .25% of the average daily net asset value of Class A, Class B and Class C
shares (.10% per annum in the case of the Money Market Fund, subject to increase
by action of the Trustees to a rate not exceeding .25% per annum).

C)TRUSTEE FEES:  Effective July 27, 1995, the Trustees approved a
unified fee plan, covering compensation from both of the Trusts for which they
serve as independent Trustees, the PIMCO Advisors Funds and the Cash
Accumulation Trust. The fee is allocated between the Trusts and among the Fund's
of the Trusts based on relative net assets. Trustees other than those affiliated
with the Manager are compensated as follows:

Annual Retainer                                            $  35,000
Meeting Fee (each meeting attended)                            3,000
  Committees:
Contract Chairman                                              6,000
Audit Chairman                                                 2,000
Audit Member                                                   1,000

  In addition, the Trustees receive reimbursement for travel and out=of=pocket
costs.

  The Trust has an unfunded defined benefit plan for its independent Trustees.
For the year ended September 30, 1995, a net periodic expense of $28,911 was
charged to the Funds.

D)CONTINGENT DEFERRED SALES CHARGE:  A contingent deferred
sales charge is imposed on Class B and Class C shares if an investor redeems an
amount which causes the current value of the investor's account for a Fund to
fall below the total dollar amount of investments made subject to a deferred
sales charge, except that no sales charge is imposed if the portion of the
investment redeemed is attributable to reinvested dividends or capital gains
distributions or is derived from increases in the value of the account above the
amount invested subject to a deferred sales charge. Whether a contingent
deferred sales charge is imposed and the amount of the charge will depend on the
number of years since the investor made an investment from which an amount is
being redeemed and the date such investment was made. Investments made in Class
C shares on or after July 1, 1991 are subject to a contingent deferred sales
charge of 1% during the first 12 months after the purchase. For investments made
in Class C shares prior to July 1, 1991 the redemption price per share in the
first year following purchase is 95% of the net asset value per share. In years
two, three, four and five following purchase, the redemption price per share as
a percentage of the net asset value per share increases to 96%, 97%, 98% and
98%, respectively. For investments made in Class B shares the redemption price
per share in the first year following purchase is 95% of the net asset value per
share. In years two, three, four, five and six following purchase the redemption
price increases to 96%, 97%, 97%, 98% and 99%, respectively. Any sales charges
imposed on redemptions are paid to the distributor of shares of the Trust. For
the year ended September 30, 1995, those charges amounted to $1,020,410.

E)INITIAL SALES CHARGE:  For the year ended September 30, 1995,
sales charges on Class A shares amounted to $3,708,105, of which $390,319 was
retained by the Trust's distributor.

4   PURCHASES AND SALES OF SECURITIES

    During the year ended September 30, 1995, purchases and sales of securities,
other than securities subject to repurchase transactions and short=term interest
bearing securities, were as follows:

                            PURCHASES         SALES
                          --------------  --------------
Equity Income Fund        $  306,297,545  $  326,196,005
Value Fund                    11,135,887          27,500
Growth Fund                1,294,022,903   1,341,305,133
Target Fund                  904,675,098     868,003,697
Discovery Fund                39,677,740       5,549,568
Opportunity Fund             642,898,891     664,930,492
Innovation Fund              103,510,200      33,419,208
International Fund           427,053,936     480,568,573
Precious Metals Fund           4,703,438      12,088,479
High Income Fund             249,280,987     281,371,721
Total Return Income Fund      58,303,886      22,203,803
Tax Exempt Fund               21,367,064      38,589,035
U.S. Government Fund         348,465,097     437,002,374
Short=Intermediate Fund      128,510,303     146,975,305

5   SHARE CAPITAL

    The Trust has an unlimited authorized number of shares of beneficial
interest (par value of $.00001) which may, without shareholder approval, be
divided into an unlimited number of series of such shares, and which are
presently divided into fifteen series of shares, one series underlying each
Fund. Each of the Funds are further divided into three classes, designated Class
A, Class B and Class C shares.

  Class A transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
<S>                                           <C>      <C>                <C>      <C>    
EQUITY INCOME FUND
Sold                                          260,686  $   3,289,140      876,807  $  11,060,492
Issued as reinvestment of dividends            23,331        292,288       31,231        387,381
Reacquired                                   (564,570)    (7,089,481)    (204,166)    (2,527,895)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                  (280,553) $  (3,508,053)     703,872  $   8,919,978
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>

VALUE FUND
Sold                                          242,130  $   2,472,689
Issued as reinvestment of dividends             1,295         13,750
Reacquired                                    (10,076)      (101,150)
                                          -----------  -------------
Net increase                                  233,349  $   2,385,289
                                          ===========  =============

<PAGE>

70        PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED

<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
GROWTH FUND
<S>                                       <C>          <C>            <C>          <C>
Sold                                        1,409,045  $  32,050,531    1,747,778  $  38,332,332
Issued as reinvestment of distributions       262,751      5,386,396      344,061      7,285,504
Reacquired                                 (1,306,192)   (29,329,665)  (1,342,561)   (29,410,714)
                                          -----------  -------------  -----------  -------------
    Net increase                              365,604  $   8,107,262      749,278  $  16,207,122
                                          ===========  =============  ===========  =============

TARGET FUND
Sold                                       13,544,331  $ 191,128,896    5,428,996  $  68,479,509
Issued as reinvestment of distributions        79,693      1,004,929       41,677        512,212
Reacquired                                (13,086,848)  (185,118,962)  (2,410,151)   (30,702,236)
                                          -----------  -------------  -----------  -------------
    Net increase                              537,176  $   7,014,863    3,060,522  $  38,289,485
                                          ===========  =============  ===========  =============
 
DISCOVERY FUND
Sold                                          729,683  $   7,663,000
Issued as reinvestment of distributions            --             --
Reacquired                                    (26,260)      (285,707)
                                          -----------  -------------
Net increase                                  703,423  $   7,377,293
                                          -----------  -------------
                                          -----------  -------------
OPPORTUNITY FUND
Sold                                          807,312  $  24,963,687    1,288,435  $  38,856,097
Issued as reinvestment of distributions        92,711      2,556,964      237,523      7,006,929
Reacquired                                 (1,108,072)   (34,506,453)  (1,416,938)   (42,418,991)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                  (208,049) $  (6,985,802)     109,020  $   3,444,035
                                          ===========  =============  ===========  =============
                                          INNOVATION FUND
Sold                                        2,584,850  $  30,962,017
Issued as reinvestment of distributions            --             --
Reacquired                                   (668,582)    (8,735,963)
                                          -----------  -------------
    Net increase                            1,916,268  $  22,226,054
                                          ===========  =============

Sold                                        2,229,678  $  26,177,560    1,331,394  $  16,856,412
Issued as reinvestment of distributions        33,274        393,303       23,281        285,897
Reacquired                                 (2,591,891)   (30,562,066)    (537,984)    (6,823,493)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                  (328,939) $  (3,991,203)     816,691  $  10,318,816
                                          ===========  =============  ===========  =============

PRECIOUS METALS FUND
Sold                                        6,547,890  $  77,229,258    1,525,289  $  19,720,125
Issued as reinvestment of distributions            --             --           --             --
Reacquired                                 (6,719,897)   (79,720,976)  (1,063,098)   (13,573,919)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                  (172,007) $  (2,491,718)     462,191  $   6,146,206
                                          ===========  =============  ===========  =============


HIGH INCOME FUND
Sold                                          869,750  $   6,731,116      174,010  $   1,437,578
Issued as reinvestment of dividends            29,547        226,492       23,615        190,380
Reacquired                                   (491,881)    (3,774,217)    (269,774)    (2,186,106)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                   407,416  $   3,183,391      (72,149) $    (558,148)
                                          ===========  =============  ===========  =============

<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>

TOTAL RETURN INCOME FUND
Sold                                        4,276,042  $  44,172,293
Issued as reinvestment of dividends            43,918        461,985
Reacquired                                   (795,904)    (8,270,797)
                                          -----------  -------------
    Net increase                            3,524,056  $  36,363,481
                                         ===========  =============


TAX EXEMPT FUND
Sold                                           58,949  $     677,966       91,386  $   1,121,373
Issued as reinvestment of dividends             4,474         50,794        7,646         91,876
Reacquired                                    (78,342)      (890,547)     (79,724)      (977,571)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                   (14,919) $    (161,787)      19,308  $     235,678
                                          ===========  =============  ===========  =============

U.S. GOVERNMENT FUND
Sold                                          504,540  $   4,468,418      398,997  $   3,705,902
Issued as reinvestment of dividends            77,231        684,126       70,314        641,243
Reacquired                                   (564,845)    (4,959,223)    (765,925)    (6,971,886)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                    16,926  $     193,321     (296,614) $  (2,624,741)
                                           ===========  =============  ===========  =============

SHORT=INTERMEDIATE FUND
Sold                                          529,986  $   4,930,172      298,908  $   2,894,877
Issued as reinvestment of dividends            38,583        363,593       30,172        289,251
Reacquired                                   (433,667)    (4,037,826)    (535,613)    (5,141,556)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                   134,902  $   1,255,939     (206,533) $  (1,957,428)
                                           ===========  =============  ===========  =============

MONEY MARKET FUND
Sold                                                   $ 259,219,711               $  50,982,630
Issued as reinvestment of dividends                          475,312                     207,109
Reacquired                                              (259,075,167)                (41,985,995)
                                                       -------------               -------------
    Net increase                                       $     619,856               $   9,203,744
                                                        =============               =============
</TABLE>

  Class B transactions in shares of beneficial interest were as follows:

                                                  YEAR ENDED
                                              SEPTEMBER 30, 1995
                                          --------------------------
                                            SHARES        AMOUNT
                                          -----------  -------------
EQUITY INCOME FUND
Sold                                          126,736  $   1,721,926
Issued as reinvestment of dividends               374          5,242
Reacquired                                     (2,608)       (33,787)
                                          -----------  -------------
    Net increase                              124,502  $   1,693,381
                                          -----------  -------------
                                          -----------  -------------

VALUE FUND
Sold                                          376,302  $   3,853,479
Issued as reinvestment of dividends             1,246         13,228
Reacquired                                     (5,309)       (54,180)
                                          -----------  -------------
    Net increase                              372,239  $   3,812,527
                                           ===========  =============

<PAGE>

PIMCO ADVISORS FUNDS                                                          71
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED

                                                  YEAR ENDED
                                              SEPTEMBER 30, 1995
                                          --------------------------
                                            SHARES        AMOUNT
                                          -----------  -------------
GROWTH FUND
Sold                                          313,608  $   7,525,840
Issued as reinvestment of dividends                --             --
Reacquired                                     (5,985)      (143,794)
                                          -----------  -------------
    Net increase                              307,623  $   7,382,046
                                           ===========  =============

TARGET FUND
Sold                                          474,550  $   7,270,317
Issued as reinvestment of dividends                --             --
Reacquired                                     (4,062)       (62,809)
                                          -----------  -------------
    Net increase                              470,488  $   7,207,508
                                          -----------  -------------
                                          ===========  =============
DISCOVERY FUND
Sold                                        1,011,338  $  10,648,871
Issued as reinvestment of distributions            --             --
Reacquired                                    (14,319)      (149,648)
                                          -----------  -------------
    Net increase                              997,019  $  10,499,223
                                          -----------  -------------
INNOVATION FUND
Sold                                          458,064  $   6,371,957
Issued as reinvestment of distributions            --             --
Reacquired                                    (13,961)      (197,256)
                                          -----------  -------------
    Net increase                              444,103  $   6,174,701
                                          ===========  =============

INTERNATIONAL FUND
Sold                                           42,828  $     499,329
Issued as reinvestment of distributions            --             --
Reacquired                                         --             --
                                          -----------  -------------
    Net increase                               42,828  $     499,329
                                          -----------  -------------

PRECIOUS METALS FUND
Sold                                           27,731  $     327,905
Issued as reinvestment of distributions            --             --
Reacquired                                     (6,672)       (80,735)
                                          -----------  -------------
    Net increase                               21,059  $     247,170
                                          -----------  -------------

HIGH INCOME FUND
Sold                                          571,478  $   4,490,849
Issued as reinvestment of dividends             3,341         26,309
Reacquired                                         (1)            (8)
                                          -----------  -------------
    Net increase                              574,818  $   4,517,150
                                          ===========  =============

TOTAL RETURN INCOME FUND
Sold                                          825,334  $   8,779,866
Issued as reinvestment of dividends             4,233         44,985
Reacquired                                     (8,831)       (94,122)
                                          -----------  -------------
    Net increase                              820,736  $   8,730,729
                                          ===========  =============

TAX EXEMPT FUND
Sold                                           26,915  $     317,716
Issued as reinvestment of dividends                27            313
Reacquired                                     (2,593)       (30,389)
                                          -----------  -------------
    Net increase                               24,349  $     287,640
                                          ===========  =============

U.S. GOVERNMENT FUND
Sold                                          182,930  $   1,657,741
Issued as reinvestment of dividends               847          7,668
Reacquired                                     (1,097)       (10,003)
                                          -----------  -------------
    Net increase                              182,680  $   1,655,406
                                          ===========  =============

                                                  YEAR ENDED
                                              SEPTEMBER 30, 1995
                                          --------------------------
                                            SHARES        AMOUNT
                                          -----------  -------------
SHORT-INTERMEDIATE FUND
Sold                                          108,970  $   1,042,993
Issued as reinvestment of dividends               893          8,546
Reacquired                                    (12,095)      (116,038)
                                          -----------  -------------
    Net increase                               97,768  $     935,501
                                          -----------  -------------

MONEY MARKET FUND
Sold                                                   $     103,621
Issued as reinvestment of dividends                               74
Reacquired                                                   (82,373)
                                                       -------------
    Net increase                                       $      21,322
                                                       =============
  Class C transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
EQUITY INCOME FUND
Sold                                        2,571,367  $  32,020,403    8,994,413  $ 113,486,307
Issued as reinvestment of dividends           224,502      2,833,038      358,535      4,447,570
Reacquired                                 (4,776,986)   (59,786,945)  (2,339,811)   (29,031,397)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                (1,981,117) $ (24,933,504)   7,013,137  $  88,902,480
                                          ===========  =============   ==========  =============

VALUE FUND
Sold                                          631,709  $   6,515,474
Issued as reinvestment of dividends             2,414         25,622
Reacquired                                    (12,027)      (124,979)
                                          -----------  -------------
    Net increase                              622,096  $   6,416,117
                                          ===========  =============


GROWTH FUND
Sold                                       11,099,885  $ 244,928,637   13,716,328  $ 295,715,920
Issued as reinvestment of distributions     2,780,151     55,575,222    3,855,707     81,085,569
Reacquired                                (12,581,564)  (275,156,453) (13,335,554)  (287,889,122)
                                          -----------  -------------  -----------  -------------
    Net increase                            1,298,472  $  25,347,406    4,236,481  $  88,912,367
                                          ===========  =============   ==========  =============

TARGET FUND
Sold                                       20,640,964  $ 283,138,655   31,091,030  $ 388,700,813
Issued as reinvestment of distributions       536,905      6,668,387      265,460      3,235,957
Reacquired                                (15,505,248)  (213,112,060) (12,007,794)  (149,840,133)
                                          -----------  -------------  -----------  -------------
    Net increase                            5,672,621  $  76,694,982   19,348,696  $ 242,096,637
                                          ===========  =============   ==========  =============

DISCOVERY FUND
Sold                                        1,929,823  $  20,459,380
Issued as reinvestment of distributions            --             --
Reacquired                                    (65,033)      (703,321)
                                          -----------  -------------
    Net increase                            1,864,790  $  19,756,059
                                          ===========  =============

</TABLE>
<PAGE>

72        PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED

<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
OPPORTUNITY FUND
<S>                                       <C>          <C>            <C>          <C>
Sold                                        7,303,147  $ 227,266,003    7,278,376  $ 208,671,118
Issued as reinvestment of distributions       576,403     15,401,480    1,397,467     40,288,961
Reacquired                                 (8,616,263)  (265,954,142)  (7,801,930)  (220,526,899)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                  (736,713) $ (23,286,659)     873,913  $  28,433,180
                                          ===========  =============   ==========  =============

INNOVATION FUND
Sold                                        5,445,029  $  66,151,548
Issued as reinvestment of distributions            --             --
Reacquired                                 (1,081,142)   (14,292,403)
                                          -----------  -------------
    Net increase                            4,363,887  $  51,859,145
                                          ===========  =============

INTERNATIONAL FUND
Sold                                        6,696,696  $  76,414,972   18,022,566  $ 223,207,042
Issued as reinvestment of distributions       454,401      5,207,438      289,913      3,478,958
Reacquired                                (12,262,848)  (139,029,691)  (7,214,407)   (89,224,376)
                                          -----------  -------------  -----------  -------------
Net increase (decrease)                    (5,111,751) $ (57,407,281)  11,098,072  $ 137,461,624
                                          ===========  =============   ==========  =============


PRECIOUS METALS FUND
Sold                                       10,551,298  $ 120,945,392   10,050,521  $ 123,823,376
Issued as reinvestment of distributions            --             --           --             --
Reacquired                                (11,560,915)  (132,496,146)  (7,844,150)   (96,079,680)
                                          -----------  -------------  -----------  -------------
    Net increase (decrease)                (1,009,617) $ (11,550,754)   2,206,371  $  27,743,696
                                          ===========  =============   ==========  =============

HIGH INCOME FUND
Sold                                        3,378,818  $  25,818,186    4,088,705  $  33,792,382
Issued as reinvestment of dividends           871,819      6,583,106    1,092,460      8,793,314
Reacquired                                 (8,148,200)   (60,958,670) (10,469,847)   (84,079,846)
                                          -----------  -------------  -----------  -------------
    Net decrease                           (3,897,563) $ (28,557,378)  (5,288,682) $ (41,494,150)
                                          ===========  =============   ==========  =============


TOTAL RETURN INCOME FUND
Sold                                        4,809,126  $  50,147,828
Issued as reinvestment of dividends            59,161        623,013
Reacquired                                   (603,682)    (6,335,143)
                                          -----------  -------------
    Net increase                            4,264,605  $  44,435,698
                                          ===========  =============

TAX EXEMPT FUND
Sold                                          362,394  $   4,117,901    1,387,810  $  16,983,091
Issued as reinvestment of dividends           156,616      1,783,829      279,514      3,369,278
Reacquired                                 (2,019,443)   (22,758,206)  (1,978,686)   (23,371,907)
                                          -----------  -------------  -----------  -------------
    Net decrease                           (1,500,433) $ (16,856,476)    (311,362) $  (3,019,538)
                                          ===========  =============   ==========  =============

<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                              SEPTEMBER 30, 1995          SEPTEMBER 30, 1994
                                          --------------------------  --------------------------
                                            SHARES        AMOUNT        SHARES        AMOUNT
                                          -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>

U.S. GOVERNMENT FUND
Sold                                        2,045,550  $  18,036,632    5,144,665  $  47,808,617
Issued as reinvestment of dividends         1,164,038     10,236,547    1,677,086     15,367,544
Reacquired                                (13,958,860)  (121,609,308) (19,679,368)  (180,710,643)
                                          -----------  -------------  -----------  -------------
    Net decrease                          (10,749,272) $ (93,336,129) (12,857,617) $(117,534,482)
                                          ===========  =============   ==========  =============

SHORT-INTERMEDIATE FUND
Sold                                        5,707,988  $  53,690,051    6,141,687  $  58,888,483
Issued as reinvestment of dividends           320,647      3,012,585      379,765      3,637,852
Reacquired                                 (8,681,649)   (81,326,165)  (9,646,819)   (92,377,434)
                                          -----------  -------------  -----------  -------------
    Net decrease                           (2,653,014) $ (24,623,529)  (3,125,367) $ (29,851,099)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------

MONEY MARKET FUND
Sold                                                     554,884,511               $ 456,010,094
Issued as reinvestment of dividends                        3,480,343                   1,817,085
Reacquired                                              (573,064,234)               (418,420,213)
                                                       -------------               -------------
    Net increase (decrease)                            $ (14,699,380)              $  39,406,966
                                                       -------------               -------------
                                                       -------------               -------------
</TABLE>

6 WRITTEN OPTION ACTIVITY  Written option activity for the year
ended September 30, 1995 were as follows:

                                            AMOUNT OF    NUMBER OF
                                             PREMIUMS     OPTIONS
                                            ----------  -----------
EQUITY INCOME FUND:
Options outstanding at September 30, 1994   $   15,007          64
Options written during the year ended
  September 30, 1995                           223,437        1251
Options cancelled in closing purchase
  transactions                                (123,092)       (641)
Options expired prior to exercise              (77,714)       (477)
Options exercised                              (37,639)       (197)
                                            ----------  -----------
Options outstanding at September 30, 1995           --          --
                                            ===========  ==========

  The cost of cancelling options in closing purchase transactions was $137,193
resulting in a net short-term loss of $14,101.

GROWTH FUND:
Options outstanding at September 30, 1994     $  3,806,502     9,926
Options written during the year ended
  September 30, 1995                            42,712,362   125,185
Options cancelled in closing purchase
  transactions                                 (34,429,051)  (83,417)
Options expired prior to exercise               (7,078,453)  (31,673)
Options exercised                               (1,844,747)   (9,288)
                                              ------------  ---------
Options outstanding at September 30, 1995     $  3,166,613    10,733
                                              ===========  ==========

  The cost of cancelling options in closing purchase transactions was
$52,025,145 resulting in a net short-term loss of $17,596,094.
<PAGE>
PIMCO ADVISORS FUNDS                                                          73
- --------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS--CONTINUED

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
TARGET FUND:
Options outstanding at September 30, 1994     $  1,177,942     6,860
Options written during the year ended
  September 30, 1995                             3,255,894    18,079
Options cancelled in closing purchase
  transactions                                  (2,311,567)  (13,446)
Options expired prior to exercise                 (521,641)   (3,558)
Options exercised                               (1,436,531)   (7,112)
                                              ------------  ---------
Options outstanding at September 30, 1995     $    164,097       823
                                              ===========  ==========

  The cost of cancelling options in closing purchase transactions was $2,416,673
resulting in a net short-term loss of $105,106.

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
OPPORTUNITY FUND:
Options outstanding at September 30, 1994     $  2,692,443    13,527
Options written during the year ended
  September 30, 1995                            24,370,978   101,627
Options cancelled in closing purchase
  transactions                                 (14,071,399)  (58,508)
Options expired prior to exercise               (2,480,431)  (13,852)
Options exercised                               (5,541,108)  (27,467)
                                              ------------  ---------
Options outstanding at September 30, 1995     $  4,970,483    15,327
                                              ===========  ==========

  The cost of cancelling options in closing purchase transactions was
$16,191,925 resulting in a net short-term loss of $2,120,526.

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
INNOVATION FUND:
Options outstanding at September 30, 1994     $         --        --
Options written during the year ended
  September 30, 1995                               153,791       668
Options cancelled in closing purchase
  transactions                                    (124,180)     (512)
Options expired prior to exercise                  (11,580)      (44)
Options exercised                                  (18,031)     (112)
                                              ------------  ---------
Options outstanding at September 30, 1995               --        --
                                              ===========  ==========
  The cost of cancelling options in closing purchase transactions was $234,782
resulting in a net short-term loss of $110,602.

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
HIGH INCOME FUND:
Options outstanding at September 30, 1994     $         --        --
Options written during the year ended
  September 30, 1995                               113,875       875
Options cancelled in closing purchase
  transactions                                           0         0
Options expired prior to exercise                  (85,875)     (625)
Options exercised                                  (21,000)     (200)
                                              ------------  ---------
Options outstanding at September 30, 1995     $      7,000        50
                                              ===========  ==========

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
TOTAL RETURN INCOME FUND:
Options outstanding at September 30, 1994     $         --        --
Options written during the year ended
  September 30, 1995                               257,423       480
Options cancelled in closing purchase
  transactions                                           0         0
Options expired prior to exercise                 (225,852)     (400)
Options exercised                                        0         0
                                              ------------  ---------
Options outstanding at September 30, 1995     $     31,571        80
                                              ------------  ---------
                                              ------------  ---------

                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
U.S. GOVERNMENT FUND:
Options outstanding at September 30, 1994     $         --        --
Options written during the year ended
  September 30, 1995                               348,585       388
Options cancelled in closing purchase
  transactions                                           0         0
Options expired prior to exercise                 (132,826)     (150)
Options exercised                                 (114,077)     (150)
                                              ------------  ---------
Options outstanding at September 30, 1995     $    101,682        88
                                              ============  =========
    
                                               AMOUNT OF    NUMBER OF
                                                PREMIUMS     OPTIONS
                                              ------------  ---------
SHORT INTERMEDIATE FUND:
Options outstanding at September 30, 1994     $         --        --
Options written during the year ended
  September 30, 1995                               207,467       219
Options cancelled in closing purchase
  transactions                                    (113,671)     (121)
Options expired prior to exercise                        0         0
Options exercised                                        0         0
                                              ------------  ---------
Options outstanding at September 30, 1995     $     93,796        98
                                              ============  =========


  The cost of cancelling options in closing purchase transactions was $8,395
resulting in a net short-term gain of $105,276.
<PAGE>
74        PIMCO ADVISORS FUNDS

- --------------------------------------------------------------------------------

7   OUTSTANDING FORWARD FOREIGN CURRENCY CONTRACTS

    Outstanding forward foreign currency contracts at September 30, 1995 were as
follows:

<TABLE>
<CAPTION>
                                                                     Unrealized
                                            Market     Settlement   Appreciation
                                             Value        Date     (Depreciation)
                                          -----------  ----------  --------------
<S>                                       <C>          <C>         <C>
INTERNATIONAL FUND
Contracts to Buy:
      10,399,988 CHF                      $ 8,994,024   10/16/95    $   350,834
      25,000,000 FRF                        5,091,500   10/16/95          6,885
     800,000,000 JPY                        8,296,000   10/01/95        590,356
    1,600,000,000 JPY                      16,592,000   10/16/95      1,180,711
                                          -----------              --------------
Total contracts to Buy (Payable Amount
  $36,844,738)                            $38,973,524               $ 2,128,786
                                          ===========              ==============
Contracts to Sell:
       5,903,188 CHF                      $ 5,105,142   10/16/95    $    63,166
      25,000,000 FRF                        5,091,500   10/16/95       (185,497)
     800,000,000 JPY                        8,296,000   10/01/95       (286,148)
    1,600,000,000 JPY                      16,592,000   10/16/95       (572,297)
       5,500,000 DM                         3,855,891   10/16/95       (118,703)
                                          -----------              --------------
Total contracts to Sell (Receivable
  Amount $37,841,054)                     $38,940,533               $(1,099,479)
                                          ===========              ==============
TOTAL RETURN INCOME FUND
Contracts to Sell:
        295,920 DM                        $   207,483   10/16/95    $    (7,483)
       4,226,899 DM                         2,964,933   10/24/95       (116,618)
                                          ===========              ==============
Total contracts to Sell (Receivable
  amount $3,048,315)                      $ 3,172,416               $  (124,101)
                                          ===========              ==============
SHORT-INTERMEDIATE FUND
Contracts to Buy:
         13,835 CDN                       $    10,309   10/16/95    $       141
       4,222,944 FIM                          991,226   10/04/95          1,389
                                          -----------              --------------
Total contracts to Buy (Payable Amount
  $1,000,005)                             $ 1,001,535               $     1,530
                                           ===========              ==============
Contracts to Sell:
    2,929,792 CDN                         $ 2,183,249   10/12/95    $    (7,860)
    4,222,944 FIM                             991,226   10/04/95        (27,809)
    4,222,944 FIM                             988,114   11/06/95          1,538
                                          -----------              --------------
Total contracts to Sell (Receivable
  Amount $4,128,458)                      $ 4,162,589               $   (34,131)
                                          ===========              ==============
</TABLE>

8   FEDERAL INCOME TAXES

    For federal income tax purposes, the funds indicated below have capital loss
carryforwards as of September 30, 1995, which are available to offset future
capital gains, if any.

                                          Capital
                                           Loss
                                        Carryforward Expiration
                                        -----------  ---------
Discovery Fund                           $ 514,000     2003
Precious Metals Fund                       529,000     2000
                                            18,000     2001
High Income Fund                        14,400,000     1997
                                        16,088,000     1998
                                        28,820,000     1999
                                         5,495,000     2002
                                        50,541,000     2003
Tax-Exempt Fund                          1,055,000     2003
U.S. Government Fund                    24,887,000     1996
                                        12,490,000     1997
                                        12,622,000     1998
                                        17,277,000     2002
                                         8,501,000     2003
Short-Intermediate Fund                  1,598,000     2000
                                         3,550,000     2002
                                         1,170,000     2003
<PAGE>
PIMCO ADVISORS FUNDS                                                          75
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE TRUSTEES AND SHAREHOLDERS OF
PIMCO ADVISORS FUNDS:

  We have audited the accompanying statements of assets and liabilities of PIMCO
Advisors Funds (comprised of the PIMCO Advisors Equity Income Fund, PIMCO
Advisors Value Fund, PIMCO Advisors Growth Fund, PIMCO Advisors Target Fund,
PIMCO Advisors Discovery Fund, PIMCO Advisors Opportunity Fund, PIMCO Advisors
Innovation Fund, PIMCO Advisors International Fund, PIMCO Advisors Precious
Metals Fund, PIMCO Advisors High Income Fund, PIMCO Advisors Total Return Income
Fund, PIMCO Advisors Tax Exempt Fund, PIMCO Advisors U.S. Government Fund, PIMCO
Advisors Short-Intermediate Fund, and PIMCO Advisors Money Market Fund),
including the portfolios of investments, as of September 30, 1995 and the
related statements of operations, and changes in net assets for the year then
ended for all Funds other than the PIMCO Advisors Innovation Fund and PIMCO
Advisors Total Return Income Fund for which the period was December 22, 1994,
commencement of operations, to September 30, 1995, and the PIMCO Advisors Value
Fund and PIMCO Advisors Discovery Fund for which the period was June 27, 1995,
commencement of operations, to September 30, 1995, and the statements of changes
in net assets for the year ended September 30, 1994 for all Funds other than the
PIMCO Advisors Innovation Fund, PIMCO Advisors Total Return Income Fund, PIMCO
Advisors Value Fund, and PIMCO Advisors Discovery Fund and selected per share
data and ratios for the periods shown in the "Financial Highlights". The
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

  In  our opinion, the financial statements and financial highlights referred to
above present fairly, in all material  respects, the financial position of  each
of  the respective Funds  constituting the PIMCO Advisors  Funds as of September
30, 1995 and the results  of their operations, the  changes in their net  assets
and  their financial highlights for the periods referred to above, in conformity
with generally accepted accounting principles.

                                   COOPERS & LYBRAND L.L.P.
New York, New York
November 16, 1995



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