PIMCO FUNDS
497, 1999-11-04
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<PAGE>

                   PIMCO Funds Prospectus

                   -------------------------------------------------------------
Pacific            SHORT DURATION BOND FUNDS
Investment         Money Market Fund               Low Duration Fund II
Management         Short-Term Fund                 Low Duration Fund III
Series             Low Duration Fund               Low Duration Mortgage Fund

November 1, 1999
                   -------------------------------------------------------------
Share Classes      INTERMEDIATE DURATION BOND FUNDS
                   Moderate Duration Fund          Total Return Fund III
Ins Institutional  Real Return Bond Fund           Total Return Mortgage Fund
                   Total Return Fund               High Yield Fund
Adm Administrative Total Return Fund II
                   -------------------------------------------------------------
                   LONG DURATION BOND FUNDS
                   Long-Term U.S. Government Fund  Long Duration Fund
                   -------------------------------------------------------------
                   TAX EXEMPT BOND FUNDS
                   Short Duration Municipal        California Intermediate
                     Income Fund                     Municipal Bond Fund
                   Municipal Bond Fund             New York Intermediate
                                                     Municipal Bond Fund
                   -------------------------------------------------------------
                   INTERNATIONAL  BOND FUNDS
                   Global Bond Fund                International Bond Fund
                   Global Bond Fund II             Emerging Markets Bond Fund
                   Foreign Bond Fund               Emerging Markets Bond Fund II
                   -------------------------------------------------------------
                   STOCK AND BOND FUNDS
                   Strategic Balanced Fund         Convertible Bond Fund
                   -------------------------------------------------------------
                   STOCK FUNDS
                   StockPLUS Fund




<PAGE>

            PIMCO Funds Prospectus

PIMCO       This Prospectus describes 28 mutual funds offered by PIMCO Funds:
Funds:      Pacific Investment Management Series. The Funds provide access to
Pacific     the professional investment advisory services offered by Pacific
Investment  Investment Management Company ("PIMCO"). As of September 30, 1999,
Management  PIMCO managed approximately $181 billion in assets. The firm's
Series      institutional heritage is reflected in the PIMCO Funds offered in
            this Prospectus.

November    This Prospectus explains what you should know about the Funds
1, 1999     before you invest. Please read it carefully.

Share       The Securities and Exchange Commission has not approved or
Classes     disapproved these securities, or determined if this Prospectus is
Institu-    truthful or complete. Any representation to the contrary is a
tional and  criminal offense.
Administra-
tive

1 Pacific Investment Management Series
<PAGE>

         Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summaries
           Money Market Fund..............................................   5
           Short-Term Fund................................................   7
           Low Duration Fund..............................................   9
           Low Duration Fund II...........................................  11
           Low Duration Fund III..........................................  13
           Low Duration Mortgage Fund.....................................  15
           Moderate Duration Fund.........................................  17
           Real Return Bond Fund..........................................  19
           Total Return Fund..............................................  21
           Total Return Fund II...........................................  23
           Total Return Fund III..........................................  25
           Total Return Mortgage Fund.....................................  27
           High Yield Fund................................................  29
           Long-Term U.S. Government Fund.................................  31
           Long Duration Fund.............................................  33
           Short Duration Municipal Income Fund...........................  35
           Municipal Bond Fund............................................  37
           California Intermediate Municipal Bond Fund....................  39
           New York Intermediate Municipal Bond Fund......................  41
           Global Bond Fund...............................................  43
           Global Bond Fund II............................................  45
           Foreign Bond Fund..............................................  47
           International Bond Fund........................................  49
           Emerging Markets Bond Fund.....................................  51
           Emerging Markets Bond Fund II..................................  53
           Strategic Balanced Fund........................................  55
           Convertible Bond Fund..........................................  57
           StocksPLUS Fund................................................  59
         Summary of Principal Risks.......................................  61
         Management of the Funds..........................................  64
         Investment Options...............................................  67
         Purchases, Redemptions and Exchanges.............................  68
         How Fund Shares are Priced.......................................  72
         Fund Distributions...............................................  73
         Tax Consequences.................................................  74
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  75
         Financial Highlights.............................................  85
         Appendix A--Description of Securities Ratings.................... A-1
</TABLE>

                                                                  Prospectus 2
<PAGE>

            Summary Information

The table below compares certain investment characteristics of the Funds. Other
important characteristics are described in the individual Fund Summaries
beginning on page 5. Following the table are certain key concepts which are
used throughout the prospectus.

<TABLE>
<CAPTION>
                                                                                                            Non-U.S. Dollar
                                                                                                            Denominated
                                        Main Investments   Duration               Credit Quality(1)         Securities(2)
- ---------------------------------------------------------------------------------------------------------------------------
 <C>            <C>                     <S>                <C>                    <C>                       <C>
 Short Duration Money Market            Money market       (less than or equal    Min 95% Aaa or             0%
 Bond Funds                             instruments        to) 90 days dollar-    Prime 1; (less
                                                           weighted average       than or equal to)
                                                           maturity               5% Aa or Prime 2
                -----------------------------------------------------------------------------------------------------------
                Short-Term              Money market       0-1 year               B to Aaa; max 10%          0-5%
                                        instruments and                           below Baa
                                        short maturity
                                        fixed income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Low Duration            Short maturity     1-3 years              B to Aaa; max 10%          0-20%
                                        fixed income                              below Baa
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Low Duration II         Short maturity     1-3 years              A to Aaa                   0%
                                        fixed income
                                        securities with
                                        quality and non-
                                        U.S. issuer
                                        restrictions
                -----------------------------------------------------------------------------------------------------------
                Low Duration III        Short maturity     1-3 years              B to Aaa; max 10%          0-20%
                                        fixed income                              below Baa
                                        securities with
                                        prohibitions on
                                        firms engaged in
                                        socially
                                        sensitive
                                        practices
                -----------------------------------------------------------------------------------------------------------
                Low Duration Mortgage   Short and          1-3 years              Baa to Aaa; max 10%        0%
                                        intermediate                              below Aaa
                                        maturity
                                        mortgage-related
                                        fixed income
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Intermediate   Moderate Duration       Short and          2-5 years              B to Aaa; max 10%          0-20%
 Duration Bond                          intermediate                              below Baa
 Funds                                  maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Real Return Bond        Inflation-         N/A                    B to Aaa; max 10%          0-35%
                                        indexed fixed                             below Baa
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Total Return            Intermediate       3-6 years              B to Aaa; max 10%          0-20%
                                        maturity fixed                            below Baa
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Total Return II         Intermediate       3-6 years              Baa to Aaa                 0%
                                        maturity fixed
                                        income
                                        securities with
                                        quality and
                                        non-U.S. issuer
                                        restrictions
                -----------------------------------------------------------------------------------------------------------
                Total Return III        Intermediate       3-6 years              B to Aaa; max 10%          0-20%
                                        maturity fixed                            below Baa
                                        income
                                        securities with
                                        prohibitions on
                                        firms engaged in
                                        socially
                                        sensitive
                                        practices
                -----------------------------------------------------------------------------------------------------------
                Total Return Mortgage   Intermediate       2-6 years              Baa to Aaa; max 10%        0%
                                        maturity                                  below Aaa
                                        mortgage-related
                                        fixed income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                High Yield              Higher yielding    2-6 years              B to Aaa; min 65%          0%
                                        fixed income                              below Baa
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Long Duration  Long-Term               Long-term          (greater than          A to Aaa                   0%
 Bond Funds     U.S. Government         maturity fixed     or equal to)
                                        income             8 years
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Long Duration           Long-term          (greater than          B to Aaa; max 10%          0-20%
                                        maturity fixed     or equal to)           below Baa
                                        income             8 years
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
 Tax Exempt     Short Duration          Short and          0-2 years              Baa to Aaa                 0%
 Bond Funds     Municipal Income        intermediate
                                        maturity
                                        municipal
                                        securities
                                        (exempt from
                                        federal income
                                        tax)
                -----------------------------------------------------------------------------------------------------------
                Municipal Bond          Intermediate and   3-10 years             Ba to Aaa; max             0%
                                        long-term                                 10% below Baa
                                        maturity
                                        municipal
                                        securities
                                        (exempt from
                                        federal income
                                        tax)
                -----------------------------------------------------------------------------------------------------------
                California Intermediate Intermediate       3-7 years              B to Aaa; max 10%          0%
                Municipal Bond          maturity                                  below Baa
                                        municipal
                                        securities
                                        (exempt from
                                        federal and
                                        California
                                        income tax)
                -----------------------------------------------------------------------------------------------------------
                New York Intermediate   Intermediate       3-7 years              B to Aaa; max 10%          0%
                Municipal Bond          maturity                                  below Baa
                                        municipal
                                        securities
                                        (exempt from
                                        federal and New
                                        York income tax)
- ---------------------------------------------------------------------------------------------------------------------------
 International  Global Bond             U.S. and non-      3-7 years              B to Aaa; max              25-75%
 Bond Funds                             U.S.                                      10% below Baa
                                        intermediate
                                        maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Global Bond II          U.S. and hedged    3-7 years              B to Aaa; max              25-75%
                                        non-U.S.                                  10% below Baa
                                        intermediate
                                        maturity fixed
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                Foreign Bond            Intermediate       3-7 years              B to Aaa; max              (greater than
                                        maturity hedged                           10% below Baa              or equal to)
                                        non-U.S. fixed                                                       85%
                                        income
                                        securities
                -----------------------------------------------------------------------------------------------------------
                International Bond      Non-U.S. fixed     0-8 years              Baa to Aaa                 (greater than
                                        income                                                               or equal to)
                                        securities (This                                                     65%
                                        Fund is offered
                                        only to PIMCO
                                        private account
                                        clients)
                -----------------------------------------------------------------------------------------------------------
                Emerging Markets Bond   Emerging market    0-8 years              B to Aaa                   (greater than
                                        fixed income                                                         or equal to)
                                        securities                                                           80%
                -----------------------------------------------------------------------------------------------------------
                Emerging Markets        Emerging market    0-8 years              B to Aaa; max 10%          (greater than
                Bond II                 fixed income                              below Ba                   or equal to)
                                        securities with                                                      80%
                                        restrictions on
                                        quality and
                                        denomination of
                                        securities (This
                                        Fund is offered
                                        only to PIMCO
                                        private account
                                        clients)
- ---------------------------------------------------------------------------------------------------------------------------
 Stock and      Strategic Balanced      Intermediate       0-6 years              B to Aaa; max              0-20%
 Bond Funds                             maturity fixed-                           10% below Baa
                                        income
                                        securities and
                                        S&P 500 stock
                                        index
                                        derivatives
                -----------------------------------------------------------------------------------------------------------
                Convertible Bond        Convertible        N/A                    Caa to Aaa; max            0-20%
                                        securities                                35% below Baa and
                                                                                  10% below B
- ---------------------------------------------------------------------------------------------------------------------------
 Stock Funds    StocksPLUS              S&P 500 stock      0-1 year               B to Aaa; max              0-20%
                                        index                                     10% below Baa
                                        derivatives
                                        backed by a
                                        portfolio of
                                        short-term
                                        fixed-income
                                        securities
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) As rated by Moody's Investors Service, Inc., or equivalently rated by
    Standard & Poor's Rating Service, or if unrated, determined by PIMCO to be
    of comparable quality.
(2) Percentage limitations relate to non-U.S. dollar-denominated securities for
    all Funds except the Global Bond, Global Bond II, Foreign Bond,
    International Bond, Emerging Markets Bond and Emerging Markets Bond II
    Funds. Percentage limitations for these six Funds relate to securities of
    non-U.S. issuers, denominated in any currency. Each Fund (except the Low
    Duration II, Total Return II, Long-Term U.S. Government, Short-Duration
    Municipal Income, Municipal Bond, California Intermediate Municipal Bond and
    New York Intermediate Municipal Bond Funds) may invest beyond these limits
    in U.S. dollar-denominated securities of non-U.S. issuers.

3 Pacific Investment Management Series
<PAGE>

            Summary Information (continued)

Fixed       The "Fixed Income Funds" are the Money Market, Short-Term, Low
Income      Duration, Low Duration II, Low Duration III, Low Duration
Instruments Mortgage, Moderate Duration, Real Return Bond, Total Return, Total
            Return II, Total Return III, Total Return Mortgage, High Yield,
            Long-Term U.S. Government, Long Duration, Short Duration Municipal
            Income, Municipal Bond, California Intermediate Municipal Bond,
            New York Intermediate Municipal Bond, Global Bond, Global Bond II,
            Foreign Bond, International Bond, Emerging Markets Bond, and
            Emerging Markets Bond II Funds. Each Fixed Income Fund differs
            from the others primarily in the length of the Fund's duration or
            the proportion of its investments in certain types of fixed income
            securities. Each Fixed Income Fund invests at least 65% of its
            assets in "Fixed Income Instruments," which as used in this
            Prospectus includes:

            .  securities issued or guaranteed by the U.S. Government, its
               agencies or instrumentalities ("U.S. Government Securities");
            .  corporate debt securities of U.S. and non-U.S. issuers,
               including convertible securities and corporate commercial
               paper;
            .  mortgage-backed and other asset-backed securities;
            .  inflation-indexed bonds issued both by governments and
               corporations;
            .  structured notes, including hybrid or "indexed" securities,
               event-linked bonds and loan participations;
            .  delayed funding loans and revolving credit facilities;
            .  bank certificates of deposit, fixed time deposits and bankers'
               acceptances;
            .  repurchase agreements and reverse repurchase agreements;
            .  debt securities issued by states or local governments and their
               agencies, authorities and other instrumentalities;
            .  obligations of non-U.S. governments or their subdivisions,
               agencies and instrumentalities; and
            .  obligations of international agencies or supranational
               entities.

Duration    Duration is a measure of the expected life of a fixed income
            security that is used to determine the sensitivity of a security's
            price to changes in interest rates. The longer a security's
            duration, the more sensitive it will be to changes in interest
            rates. Similarly, a Fund with a longer average portfolio duration
            will be more sensitive to changes in interest rates than a Fund
            with a shorter average portfolio duration.

Credit      In this Prospectus, references are made to credit ratings of debt
Ratings     securities which measure an issuer's expected ability to pay
            principal and interest on time. Credit ratings are determined by
            rating organizations, such as Standard & Poor's Rating Service
            ("S&P") or Moody's Investors Service, Inc. ("Moody's"). The
            following terms are generally used to describe the credit quality
            of debt securities depending on the security's credit rating or,
            if unrated, credit quality as determined by PIMCO:

            . high quality
            . investment grade
            . below investment grade ("high yield securities" or "junk bonds")

            For a further description of credit ratings, see "Appendix A--
            Description of Securities Ratings."

Fund        The Funds provide a broad range of investment choices. The
Descrip-    following summaries identify each Fund's investment objective,
tions,      principal investments and strategies, principal risks, performance
Performance information and fees and expenses. A more detailed "Summary of
and Fees    Principal Risks" describing principal risks of investing in the
            Funds begins after the Fund Summaries.

             It is possible to lose money on investments in the Funds. An
            investment in a Fund is not a deposit of a bank and is not
            guaranteed or insured by the Federal Deposit Insurance Corporation
            or any other government agency.

                                                                 Prospectus 4
<PAGE>

            PIMCO Money Market Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective     Fund Focus           Credit Quality
Investments   Seeks maximum            Money market         Minimum 95% rated
and           current income,          instruments          Aaa or Prime 1;
Strategies    consistent with                               (less than or equal
              preservation of          Average Portfolio    to) 5% Aa or Prime 2
              capital and daily        Maturity
              liquidity                (Less than or equal  Dividend Frequency
                                       to) 90 days dollar-  Declared daily and
                                       weighted average     distributed monthly
                                       maturity

            The Fund seeks to achieve its investment objective by investing at
            least 95% of its total assets in a diversified portfolio of money
            market securities that are in the highest rating category for
            short-term obligations. The Fund also may invest up to 5% of its
            total assets in money market securities that are in the second-
            highest rating category for short-term obligations. The Fund may
            only invest in U.S. dollar-denominated securities that mature in
            397 days or fewer from the date of purchase. The dollar-weighted
            average portfolio maturity of the Fund may not exceed 90 days. The
            Fund attempts to maintain a stable net asset value of $1.00 per
            share, although there is no assurance that it will be successful
            in doing so.

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

             The Fund's investments will comply with applicable rules
            governing the quality, maturity and diversification of securities
            held by money market funds.

- --------------------------------------------------------------------------------
Principal   An investment in the Fund is not insured or guaranteed by the
Risks       Federal Deposit Insurance Corporation or any other government
            agency. Although the Fund seeks to preserve the value of your
            investment at $1.00 per share, it is possible to lose money by
            investing in the Fund. Among the principal risks of investing in
            the Fund, which could adversely affect its net asset value, yield
            and total return, are:

              . Interest Rate Risk    . Market Risk
              . Credit Risk           . Issuer Risk
              . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (1/25/95), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. To obtain the Fund's
            current yield, call 1-800-927-4648. Past performance is no
            guarantee of future results.

5 Pacific Investment Management Series
<PAGE>

            PIMCO Money Market Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 2.24%
            Annual Return

          '92    '93    '94                 Highest and Lowest Quarter Returns
         3.44%  2.80%  3.92%                (for periods shown in the bar chart)
                                            ------------------------------------
       '95    '96    '97    '98             Highest (4th Qtr. '95)         1.72%
      6.06%  5.28%  5.34%  5.34%            ------------------------------------
                                            Lowest (2nd Qtr. '93)          0.67%

    Calendar Year End (through 12/31)

         Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                 Fund Inception
                                                 1 Year  5 Years (3/1/91)(3)
         ----------------------------------------------------------------------
         <S>                                     <C>    <C>     <C>
         Institutional Class                     5.34%   5.19%   4.71%
         ----------------------------------------------------------------------
         Administrative Class                    5.18%   4.95%   4.46%
         ----------------------------------------------------------------------
         Salomon 3-Month Treasury Bill Index(1)  5.05%   5.10%   4.70%
         ----------------------------------------------------------------------
         Lipper Institutional Money Market Fund
          Average(2)                             5.30%   5.15%   4.74%
         ----------------------------------------------------------------------
</TABLE>
         (1)  The Salomon 3-Month Treasury Bill Index is an unmanaged index
              representing monthly return equivalents of yield averages of the
              last 3 month Treasury Bill issues. It is not possible to invest
              directly in the index.
         (2)  The Lipper Institutional Money Market Fund Average is a total
              return performance average of Funds tracked by Lipper Analytical
              Services, Inc. that invest in high quality financial instruments
              (rated in the top two grades) with dollar-weighted maturities of
              less than 90 days. It does not take into account sales charges.
         (3)  The Fund commenced operations on 3/1/91. Index comparisons
              begin at 2/28/91.

- --------------------------------------------------------------------------------
Fees and  These tables describe the fees and expenses you may pay if you buy
Expenses  and hold Institutional Class or Administrative Class shares of the
of the    Fund:
Fund
          Shareholder Fees (fees paid directly from your investment)     None

          Annual Fund Operating Expenses (expenses that are deducted from
          Fund assets)
<TABLE>
<CAPTION>
                                   Distribution               Total Annual
                          Advisory and/or Service Other       Fund Operating
          Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
          ------------------------------------------------------------------
          <S>             <C>      <C>            <C>         <C>
          Institutional   0.15%    None           0.20%       0.35%
          ------------------------------------------------------------------
          Administrative  0.15     0.25%          0.20        0.60
          ------------------------------------------------------------------
</TABLE>
          (1) Other Expenses reflects a 0.20% Administrative Fee paid by
              the class.

          Examples. The Examples are intended to help you compare the cost of
          investing in Institutional Class or Administrative Class shares of the
          Fund with the costs of investing in other mutual funds. The Examples
          assume that you invest $10,000 in the noted class of shares for the
          time periods indicated, and then redeem all your shares at the end of
          those periods. The Examples also assume that your investment has a 5%
          return each year, the reinvestment of all dividends and distributions,
          and that the Fund's operating expenses remain the same. Although your
          actual costs may be higher or lower, the Examples show what your costs
          would be based on these assumptions.
<TABLE>
<CAPTION>
         Share Class             Year 1     Year 3       Year 5      Year 10
         -------------------------------------------------------------------
         <S>                     <C>        <C>          <C>         <C>
         Institutional           $36        $113         $197        $443
         -------------------------------------------------------------------
         Administrative           61         192          335         750
         -------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  6

<PAGE>

            PIMCO Short-Term Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Money market         B to Aaa; maximum
and           current income,        instruments and      10% below Baa
Strategies    consistent with        short maturity
              preservation of        fixed income         Dividend Frequency
              capital and daily      securities           Declared daily and
              liquidity                                   distributed monthly
                                     Average Portfolio
                                     Duration
                                     0-1 year

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            does not exceed one year. For point of reference, the dollar-
            weighted average portfolio maturity of this Fund is normally not
            expected to exceed three years.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 5% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Issuer Risk           . Leveraging Risk
              . Credit Risk           . Derivatives Risk      . Management Risk
              . Market Risk           . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (2/1/96), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

7 Pacific Investment Management Series

<PAGE>

            PIMCO Short-Term Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99 2.51%
                Annual Return

          '89   '90   '91   '92   '93       Highest and Lowest Quarter Returns
         9.44% 8.74% 6.65% 3.63% 4.62%      (for periods shown in the bar chart)
                                            ------------------------------------

          '94   '95   '96   '97   '98       Highest(4th Qtr.'95)           2.60%
         2.90% 9.21% 7.00% 6.51% 5.74%      ------------------------------------
                                            Lowest(1st Qtr.'94)            0.19%

        Calendar Year End (through 12/31)

          Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                     1 Year   5 Years   10 Years
          ----------------------------------------------------------------------
          <S>                                        <C>      <C>       <C>
          Institutional Class                        5.74%    6.25%     6.40%
          ----------------------------------------------------------------------
          Administrative Class                       5.50%    5.99%     6.13%
          ----------------------------------------------------------------------
          Salomon 3-Month Treasury Bill(1)           5.05%    5.10%     4.70%
          ----------------------------------------------------------------------
          Lipper Ultrashort Obligation Fund Avg(2)   5.41%    5.38%     5.84%
          ----------------------------------------------------------------------
</TABLE>
          (1)  The Salomon 3-Month Treasury Bill Index is an unmanaged index
               representing monthly return equivalents of yield averages of
               the last 3 month Treasury Bill issues. It is not possible to
               invest directly in the index.
          (2)  The Lipper Ultrashort Obligation Fund Average is a total
               return performance average of Funds tracked by Lipper
               Analytical Services, Inc. that invest at least 65% of their
               assets in investment-grade debt issues or better, and
               maintain a portfolio dollar-weighted average maturity between
               91 and 365 days. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and  These tables describe the fees and expenses you may pay if you buy
Expenses  and hold Institutional Class or Administrative Class shares of the
of the    Fund:
Fund

          Shareholder Fees (fees paid directly from your investment)     None

          Annual Fund Operating Expenses (expenses that are deducted from
          Fund assets)

<TABLE>
<CAPTION>
                                   Distribution               Total Annual
                          Advisory and/or Service Other       Fund Operating
          Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
          ------------------------------------------------------------------
          <S>             <C>      <C>            <C>         <C>
          Institutional   0.25%    None           0.20%       0.45%
          ------------------------------------------------------------------
          Administrative  0.25     0.25%          0.20        0.70
          ------------------------------------------------------------------
</TABLE>
          (1) Other Expenses reflects a 0.20% Administrative Fee paid by the
              class.

          Examples. The Examples are intended to help you compare the cost of
          investing in Institutional Class or Administrative Class shares of the
          Fund with the costs of investing in other mutual funds. The Examples
          assume that you invest $10,000 in the noted class of shares for the
          time periods indicated, and then redeem all your shares at the end of
          those periods. The Examples also assume that your investment has a 5%
          return each year, the reinvestment of all dividends and distributions,
          and that the Fund's operating expenses remain the same. Although your
          actual costs may be higher or lower, the Examples show what your costs
          would be based on these assumptions.
<TABLE>
<CAPTION>
          Share Class     Year 1      Year 3         Year 5      Year 10
          ------------------------------------------------------------------
          <S>             <C>         <C>            <C>         <C>
          Institutional   $46         $144           $252        $567
          ------------------------------------------------------------------
          Administrative   72          224            390         871
          ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 8
<PAGE>

            PIMCO Low Duration Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Short maturity      B to Aaa; maximum 10%
and           total return,         fixed income        below Baa
Strategies    consistent with       securities
              preservation of                           Dividend Frequency
              capital and           Average Portfolio   Declared daily and
              prudent               Duration            distributed monthly
              investment            1-3 years
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a one- to three-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Derivatives Risk        . Currency Risk
              . Credit Risk         . Liquidity Risk          . Leveraging Risk
              . Market Risk         . Mortgage Risk           . Management Risk
              . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (1/3/95), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.


9 Pacific Investment Management Series
<PAGE>

          PIMCO Low Duration Fund (continued)

          Calendar Year Total Returns -- Institutional Class

                                         More Recent Return       Information
                                         ------------------------------------
        Annual Return                    1/1/99-6/30/99                 1.05%

 '89    '90   '91    '92   '93           Highest and Lowest Quarter Returns
11.60% 9.05% 13.46% 7.69% 7.76%          (for periods shown in the bar chart)
                                         ------------------------------------
 '94   '95    '96   '97   '98            Highest                (2nd Qtr.'89)
0.63% 11.93% 6.14% 8.24%  7.16%                                        6.52%
                                         ------------------------------------
                                         Lowest                 (1st Qtr.'94)
                                                                      -0.32%

          Calendar Year End (through 12/31)

          Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                         1 Year 5 Years 10 Years
          ----------------------------------------------------------------------
          <S>                                            <C>    <C>     <C>
          Institutional Class                            7.16%  6.75%   8.31%
          ----------------------------------------------------------------------
          Administrative Class                           6.90%  6.49%   8.04%
          ----------------------------------------------------------------------
          Merrill Lynch 1-3 Year Treasury Index(1)       7.00%  5.99%   7.37%
          ----------------------------------------------------------------------
          Lipper Short Investment Grade Debt Fund Avg(2) 5.78%  5.41%   7.02%
          ----------------------------------------------------------------------
</TABLE>

          (1) The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index of
              U.S Treasury obligations having maturities from one to 2.99 years.
              It is not possible to invest directly in the index.
          (2) The Lipper Short Investment Grade Debt Fund Average is a total
              return performance average of Funds tracked by Lipper Analytical
              Services, Inc. that invest at least 65% of their assets in
              investment-grade debt issues (rated in the top four grades) with
              dollar-weighted average maturities of less than three years. It
              does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         ------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.18%       0.43%
         ------------------------------------------------------------------
         Administrative  0.25     0.25%          0.18        0.68
         ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.18% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
         Share Class                 Year 1      Year 3      Year 5      Year 10
         -----------------------------------------------------------------------
         <S>                         <C>         <C>         <C>         <C>
         Institutional               $44         $138        $241        $542
         -----------------------------------------------------------------------
         Administrative               69          218         379         847
         -----------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 10

<PAGE>

            PIMCO Low Duration Fund II

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Short maturity       A to Aaa
and           total return,          fixed income
Strategies    consistent with        securities           Dividend Frequency
              preservation of                             Declared daily and
              capital and            Average Portfolio    distributed monthly
              prudent                Duration
              investment             1-3 years
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a one- to three-year time frame based on PIMCO's
            forecast for interest rates. The Fund may invest only in U.S.
            dollar denominated securities of U.S. issuers that are rated A or
            higher by Moody's or S&P, or, if unrated, determined by PIMCO to
            be of comparable quality.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Issuer Risk          . Leveraging Risk
              . Credit Risk          . Derivatives Risk     . Management Risk
              . Market Risk          . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (2/2/98), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

11 Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 0.50%
          Annual Return
                                            Highest and Lowest Quarter Returns
        '92    '93    '94                   (for periods shown in the bar chart)
       6.23%  6.58%  0.32%                  ------------------------------------
                                            Highest (1st Qtr. '95)         3.83%
     '95    '96    '97    '98               ------------------------------------
   11.78%   5.22%  7.62%  6.60%             Lowest (1st Qtr. '94)         -0.60%


  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (11/1/91)(3)
         -----------------------------------------------------------------------
         <S>                                       <C>    <C>     <C>
         Institutional Class                       6.60%  6.24%   6.58%
         -----------------------------------------------------------------------
         Administrative Class                      6.32%  5.97%   6.31%
         -----------------------------------------------------------------------
         Merrill Lynch 1-3 Year Treasury Index(1)  7.00%  5.99%   6.18%
         -----------------------------------------------------------------------
         Lipper Short Investment Grade Debt
          Fund Avg(2)                              5.78%  5.41%   5.82%
         -----------------------------------------------------------------------
</TABLE>

            (1)  The Merrill Lynch 1-3 Year Treasury Index is an unmanaged
                 index of U.S Treasury obligations having maturities from one
                 to 2.99 years. It is not possible to invest directly in the
                 index.
            (2)  The Lipper Short Investment Grade Debt Fund Average is a
                 total return performance average of Funds tracked by Lipper
                 Analytical Services, Inc. that invest at least 65% of their
                 assets in investment-grade debt issues (rated in the top four
                 grades) with dollar-weighted average maturities of less than
                 three years. It does not take into account sales charges.
            (3)  The Fund began operations on 11/1/91. Index comparisons began
                 on 10/31/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         -------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.25%       0.50%
         ------------------------------------------------------------------
         Administrative  0.25     0.25%          0.25        0.75
         ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class          Year 1       Year 3        Year 5       Year 10
            --------------------------------------------------------------------
            <S>                  <C>          <C>           <C>          <C>
            Institutional        $51          $160          $280         $628
            --------------------------------------------------------------------
            Administrative        77           240           417          930
            --------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 12
<PAGE>

            PIMCO Low Duration Fund III

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Short maturity      B to Aaa; maximum 10%
and           total return,         fixed income        below Baa
Strategies    consistent with       securities
              preservation of                           Dividend Frequency
              capital and           Average Portfolio   Declared daily and
              prudent               Duration            distributed monthly
              investment            1-3 years
              management


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a one- to three-year time frame based on PIMCO's
            forecast for interest rates. The Fund will not invest in the
            securities of any issuer determined by PIMCO to be engaged
            principally in the provision of healthcare services, the
            manufacture of alcoholic beverages, tobacco products,
            pharmaceuticals or military equipment, or the operation of
            gambling casinos. The Fund will also avoid, to the extent possible
            on the basis of information available to PIMCO, the purchase of
            securities of issuers engaged in the production or trade of
            pornographic materials. An issuer will be deemed to be principally
            engaged in an activity if it derives more than 10% of its gross
            revenues from such activities.

            The Fund invests primarily in investment grade securities, but
            may invest up to 10% of its assets in high yield securities ("junk
            bonds") rated B or higher by Moody's or S&P, or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk    . Derivatives Risk     . Currency Risk
             . Credit Risk           . Liquidity Risk       . Leveraging Risk
             . Market Risk           . Mortgage Risk        . Management Risk
             . Issuer Risk           . Foreign Investment
                                       Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.

13  Pacific Investment Management Series

<PAGE>

            PIMCO Low Duration Fund III (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 1.11%
             Annual Return
                                            Highest and Lowest Quarter Returns
             '97        '98                 (for periods shown in the bar chart)
            7.12%      6.65%                ------------------------------------
                                            Highest (3rd Qtr. '98)         2.66%
                                            ------------------------------------
                                            Lowest (1st Qtr. '97)          0.58%

     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                       Fund Inception
                                                              1 Year   (12/31/96)
            -----------------------------------------------------------------------
            <S>                                               <C>      <C>
            Institutional Class                               6.65%    6.88%
            -----------------------------------------------------------------------
            Merrill Lynch 1-3 Year Treasury Index(1)          7.00%    6.83%
            -----------------------------------------------------------------------
            Lipper Short Investment Grade Debt Fund Avg(2)    5.78%    5.99%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Merrill Lynch 1-3 Year Treasury Index is an unmanaged
                index of U.S Treasury obligations having maturities from one to
                2.99 years. It is not possible to invest directly in the index.
            (2) The Lipper Short Investment Grade Debt Fund Average is a total
                return performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                investment-grade debt issues (rated in the top four grades) with
                dollar-weighted average maturities of less than three years. It
                does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
            Share Class     Year 1      Year 3      Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>         <C>         <C>         <C>
            Institutional   $51         $160        $280        $628
            ------------------------------------------------------------------
            Administrative   77          240         417         930
            ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 14
<PAGE>

            PIMCO Low Duration Mortgage Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Short maturity       Baa to Aaa; maximum
and           total return,          mortgage-related     10% below Aaa
Strategies    consistent with        fixed income
              preservation of        securities           Dividend Frequency
              capital and                                 Declared daily and
              prudent                Average Portfolio    distributed monthly
              investment             Duration
              management             1-3 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in a
            diversified portfolio of mortgage-related Fixed Income Instruments
            of varying maturities. The average portfolio duration of this Fund
            normally varies within a one- to three-year time frame based on
            PIMCO's forecast for interest rates. The Fund invests primarily in
            securities that are in the highest rating category, but may invest
            up to 10% of its assets in securities rated below Aaa by Moody's
            or AAA by S&P, subject to a minimum rating of Baa by Moody's or
            BBB by S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund may not invest in securities
            denominated in foreign currencies, but may invest without limit in
            U.S. dollar-denominated securities of foreign issuers.


             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Mortgage Risk      . Foreign Investment
              . Credit Risk          . Derivatives Risk     Risk
              . Market Risk          . Liquidity Risk     . Leveraging Risk
              . Issuer Risk                               . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund had not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.

15  Pacific Investment Management Series

<PAGE>

            PIMCO Low Duration Mortgage Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 2.11%
       Annual Return
                                            Highest and Lowest Quarter Returns
            '98                             (for periods shown in the bar chart)
           6.10%                            ------------------------------------
                                            Highest (3rd Qtr. '98)         2.82%
                                            ------------------------------------
                                            Lowest (4th Qtr. '98)         -0.13%

Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                      Fund Inception
                                                         1 Year       (7/31/97)
            ------------------------------------------------------------------------
            <S>                                          <C>          <C>
            Institutional Class                          6.10%        7.45%
            ------------------------------------------------------------------------
            Merrill Lynch 1-3 Year Treasury Index(1)     7.00%        6.77%
            ------------------------------------------------------------------------
            Lipper U.S. Mortgage Fund Avg(2)             6.20%        6.52%
            ------------------------------------------------------------------------
</TABLE>

            (1)  The Merrill Lynch 1-3 Year Treasury Index is an unmanaged
                 index of U.S Treasury obligations having maturities from one
                 to 2.99 years. It is not possible to invest directly in the
                 index.
            (2)  The Lipper U.S. Mortgage Fund Average is a total return
                 performance average of Funds tracked by Lipper Analytical
                 Services, Inc. that invest at least 65% of their assets in
                 mortgages/securities issued or guaranteed as to principal and
                 interest by the U.S. government and certain federal agencies.
                 It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.26%       0.51%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.26        0.76
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            -----------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $52      $164           $285        $640
            -----------------------------------------------------------------
            Administrative   78       243            422         942
            -----------------------------------------------------------------
</TABLE>
                                                                   Prospectus 16
<PAGE>

            PIMCO Moderate Duration Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Short and            B to Aaa; maximum
and           total return,          intermediate         10% below Baa
Strategies    consistent with        maturity fixed
              preservation of        income securities    Dividend Frequency
              capital and                                 Declared daily and
              prudent                Average Portfolio    distributed monthly
              investment             Duration
              management             2-5 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a two- to five-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Derivatives Risk   . Currency Risk
              . Credit Risk          . Liquidity Risk     . Leveraging Risk
              . Market Risk          . Mortgage Risk      . Management Risk
              . Issuer Risk          . Foreign Investment
                                       Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.

17  Pacific Investment Management Series

<PAGE>

            PIMCO Moderate Duration Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                           More Recent Return Information
            Annual Return                  ------------------------------------
                                           1/1/99-6/30/99                -0.55%
             '97      '98
            7.97%    8.11%                 Highest and Lowest Quarter Returns
                                           (for periods shown in the bar chart)
                                           ------------------------------------
                                           Highest (3rd Qtr. '98)         4.26%
                                           ------------------------------------
                                           Lowest (1st Qtr. '97)         -0.25%

                     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>                                                        Fund Inception
                                                          1 Year (12/31/96)
         ----------------------------------------------------------------------
         <S>                                              <C>    <C>
         Institutional Class                              8.11%  8.04%
         ----------------------------------------------------------------------
         Lehman Brothers Intermediate
          Government/Corporate Bond Index(1)              8.42%  8.14%
         ----------------------------------------------------------------------
         Lipper Short Intermediate Investment Grade Debt
         Fund Avg(2)                                      6.63%  6.65%
         ----------------------------------------------------------------------
</TABLE>
         (1) The Lehman Brothers Intermediate Government/Corporate Bond Index is
             an unmanaged index of fixed income securities having maturities
             from 1 to 9.99 years. It is not possible to invest directly in the
             index.
         (2) The Lipper Short Intermediate Investment Grade Debt Fund Average is
             a total return performance average of Funds tracked by Lipper
             Analytical Services, Inc. that invest at least 65% of their assets
             in investment-grade debt issues (rated in the top four grades) with
             dollar-weighted average maturities of one to five years. It does
             not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and  These tables describe the fees and expenses you may pay if you buy
Expenses  and hold Institutional Class or Administrative Class shares of the
of the    Fund:
Fund
          Shareholder Fees (fees paid directly from your investment)     None

          Annual Fund Operating Expenses (expenses that are deducted from Fund
          assets)
<TABLE>
<CAPTION>
                                  Distribution               Total Annual
                         Advisory and/or Service Other       Fund Operating
         Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
         -------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   0.25%    None           0.20%       0.45%
         -------------------------------------------------------------------
         Administrative  0.25     0.25%          0.20        0.70
         -------------------------------------------------------------------
</TABLE>
         (1) Other Expenses reflects a 0.20% Administrative Fee paid by the
             class.

         Examples. The Examples are intended to help you compare the cost of
         investing in Institutional Class or Administrative Class shares of the
         Fund with the costs of investing in other mutual funds. The Examples
         assume that you invest $10,000 in the noted class of shares for the
         time periods indicated, and then redeem all your shares at the end of
         those periods. The Examples also assume that your investment has a 5%
         return each year, the reinvestment of all dividends and distributions,
         and that the Fund's operating expenses remain the same. Although your
         actual costs may be higher or lower, the Examples show what your costs
         would be based on these assumptions.
<TABLE>
<CAPTION>
         Share Class     Year 1   Year 3         Year 5      Year 10
         ------------------------------------------------------------------
         <S>             <C>      <C>            <C>         <C>
         Institutional   $46      $144           $252        $567
         ------------------------------------------------------------------
         Administrative   72       224            390         871
         ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 18

<PAGE>

            PIMCO Real Return Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus            Credit Quality
Investments   Seeks maximum          Inflation-indexed     B to Aaa; maximum
and           real return,           fixed income          10% below Baa
Strategies    consistent with        securities
              preservation of                              Dividend Frequency
              real capital and       Average Portfolio     Declared daily and
              prudent                Duration              distributed monthly
              investment             See description below
              management


            The Fund seeks its investment objective by investing under normal
            circumstances at least 65% of its assets in inflation-indexed
            bonds of varying maturities issued by the U.S. and non-U.S.
            governments, their agencies or instrumentalities, and
            corporations. Inflation-indexed bonds are fixed income securities
            that are structured to provide protection against inflation. The
            value of the bond's principal or the interest income paid on the
            bond is adjusted to track changes in an official inflation
            measure. The U.S. Treasury uses the Consumer Price Index for Urban
            Consumers as the inflation measure. Inflation-indexed bonds issued
            by a foreign government are generally adjusted to reflect a
            comparable inflation index, calculated by that government. "Real
            return" is a measure of the change in purchasing power of money
            invested in a particular instrument after adjusting for inflation.

             Because of the unique features of inflation-indexed bonds, PIMCO
            uses a modified form of duration for the Fund ("real duration")
            which measures price changes as a result of changes in "real"
            interest rates. A "real" interest rate is the market interest rate
            minus expected inflation. There is no limit on the real duration
            of the Fund, but it is expected that the average real duration of
            this Fund will normally vary approximately within the range of the
            average real duration of all inflation-indexed bonds issued by the
            U.S. Treasury in the aggregate, which as of July 20, 1999 was 9.2
            years. For point of reference, it is expected that the average
            portfolio duration (as opposed to real duration) of the Fund will
            generally vary within a one- to five-year time frame, although
            this range is subject to change. The Fund may invest in fixed
            income securities of any maturity.

             The Fund invests primarily in investment grade securities, but
            may invest up to 10% of its assets in high yield securities ("junk
            bonds") rated B or higher by Moody's or S&P, or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 35% of its assets in non-inflation indexed Fixed
            Income Instruments. The Fund also may invest up to 35% of its
            assets in securities denominated in foreign currencies, and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates. The Fund is non-
            diversified, which means that it may concentrate its assets in a
            smaller number of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Derivatives Risk     . Currency Risk
              . Credit Risk          . Liquidity Risk       . Leveraging Risk
              . Market Risk          . Concentration Risk   . Management Risk
              . Issuer Risk          . Foreign Investment
                                       Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.

19  Pacific Investment Management Series

<PAGE>

            PIMCO Real Return Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 4.14%
          Annual Return
                                            Highest and Lowest Quarter Returns
              '98                           (for periods shown in the bar chart)
             5.21%                          ------------------------------------
                                            Highest (3rd Qtr. '98)         3.19%
                                            ------------------------------------
                                            Lowest (4th Qtr. '98)         -0.05%

  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                         1 Year     (1/29/97)(3)
            ----------------------------------------------------------------------
            <S>                                          <C>        <C>
            Institutional Class                          5.21%      4.83%
            ----------------------------------------------------------------------
            Lehman Brothers Inflation Linked Treasury
             Index(1)                                    3.95%      3.32%
            ----------------------------------------------------------------------
            Lipper Short U.S. Government Fund Avg(2)     5.83%      5.78%
            ----------------------------------------------------------------------
</TABLE>

            (1) The Lehman Brothers Inflation Linked Treasury Index is an
                unmanaged index consisting of the U.S. Treasury Inflation
                Protected Securities market. It is not possible to invest
                directly in the index.
            (2) The Lipper Short U.S. Government Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                securities issued or guaranteed by the U.S. government, its
                agencies, or its instrumentalities, with dollar-weighted average
                maturities of less than three years. It does not take into
                account sales charges.
            (3) The Fund began operations on 1/29/97. Index comparisons began
                on 1/31/97.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.27%       0.52%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.27%       0.77
            ------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $53      $167           $291        $653
            ------------------------------------------------------------------
            Administrative   79       246            428         954
            ------------------------------------------------------------------
</TABLE>

                                                                 Prospectus 20
<PAGE>

            PIMCO Total Return Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Intermediate         B to Aaa; maximum
and           total return,          maturity fixed       10% below Baa
Strategies    consistent with        income securities
              preservation of                             Dividend Frequency
              capital and            Average Portfolio    Declared daily and
              prudent                Duration             distributed monthly
              investment             3-6 years
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a three- to six-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk . Derivatives Risk        . Currency Risk
              . Credit Risk        . Liquidity Risk          . Leveraging Risk
              . Market Risk        . Mortgage Risk           . Management Risk
              . Issuer Risk        . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (9/8/94), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

21 Pacific Investment Management Series

<PAGE>

          PIMCO Total Return Fund (continued)

          Calendar Year Total Returns -- Institutional Class

                                           More Recent Return Information
                                           -------------------------------------
          Annual Return                    1/1/99-6/30/99                 -1.15%

  '89    '90     '91    '92     '93        Highest and Lowest Quarter Returns
14.24%  8.05%  19.55%  9.73%  12.51%       (for periods shown in the bar chart)
                                           -------------------------------------
  '94     '95    '96     '97    '98        Highest (2nd Qtr.'89)          -8.26%
- -3.58%  19.77%  4.69%  10.16%  9.76%       -------------------------------------
                                           Lowest (1st Qtr.'94)           -2.69%

   Calendar Year End (through 12/31)

          Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                    1 Years   5 Years  10 Years
          ---------------------------------------------------------------------
          <S>                                       <C>       <C>      <C>
          Institutional Class                       9.76%     7.89%    10.29%
          ---------------------------------------------------------------------
          Administrative Class                      9.48%     7.63%    10.03%
          ---------------------------------------------------------------------
          Lehman Aggregate Bond Index(1)            8.69%     7.27%     9.26%
          ---------------------------------------------------------------------
          Lipper Intermediate Investment
          Grade Debt Fund Avg(2)                    7.25%     6.35%     8.34%
          ---------------------------------------------------------------------
</TABLE>

          (1) The Lehman Brothers Aggregate Bond Index is an unmanaged index
              investment grade, U.S. dollar-denominated fixed income securities
              of domestic issuers having a maturity greater than one year. It is
              not possible to invest directly in the index.
          (2) The Lipper Intermediate Investment Grade Debt Fund Average is a
              total return performance average of Funds tracked by Lipper
              Analytical Services, Inc. that invest at least 65% of their assets
              in investment-grade debt issues (rated in the top four grades)
              with dollar-weighted average maturities of five to ten years. It
              does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and      These tables describe the fees and expenses you may pay if you buy
Expenses      and hold Institutional Class or Administrative Class shares of the
of the Fund   Fund:


              Shareholder Fees (fees paid directly from your investment)    None

              Annual Fund Operating Expenses (expenses that are deducted from
              Fund assets)

<TABLE>
<CAPTION>
                                       Advisory Distribution                Total Annual
                                       and/or Service          Other        Fund Operating
              Share Class     Fees     (12b-1) Fees            Expenses(1)  Expenses
              ----------------------------------------------------------------------------
              <S>             <C>      <C>                     <C>          <C>
              Institutional   0.25%    None                    0.18%        0.43%
              ----------------------------------------------------------------------------
              Administrative  0.25     0.25%                   0.18         0.68
              ----------------------------------------------------------------------------
 </TABLE>
              (1) Other Expenses reflects a 0.18% Administrative Fee paid by the
                  class.

              Examples. The Examples are intended to help you compare the cost
              of investing in Institutional Class or Administrative Class shares
              of the Fund with the costs of investing in other mutual funds. The
              Examples assume that you invest $10,000 in the noted class of
              shares for the time periods indicated, and then redeem all your
              shares at the end of those periods. The Examples also assume that
              your investment has a 5% return each year, the reinvestment of all
              dividends and distributions, and that the Fund's operating
              expenses remain the same. Although your actual costs may be higher
              or lower, the Examples show what your costs would be based on
              these assumptions.

<TABLE>
<CAPTION>
              Share Class      Year 1      Year 3        Year 5      Year 10
              --------------------------------------------------------------
              <S>              <C>         <C>           <C>         <C>
              Institutional    $44         $138          $241        $542
              --------------------------------------------------------------
              Administrative    69          218           379         847
              --------------------------------------------------------------
</TABLE>
                                                                   Prospectus 22

<PAGE>

            PIMCO Total Return Fund II

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Intermediate         Baa to Aaa
and           total return,          maturity fixed
Strategies    consistent with        income securities    Dividend Frequency
              preservation of                             Declared daily and
              capital and            Average Portfolio    distributed monthly
              prudent                Duration
              investment             3-6 years
              management


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a three- to six-year time frame based on PIMCO's
            forecast for interest rates. The Fund may invest only in U.S.
            dollar denominated securities of U.S. issuers that are rated at
            least Baa by Moody's or BBB by S&P, or, if unrated, determined by
            PIMCO to be of comparable quality.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Issuer Risk           . Leveraging Risk
              . Credit Risk           . Derivatives Risk      . Management Risk
              . Market Risk           . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (11/30/94), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

23 Pacific Investment Management Series
<PAGE>

          PIMCO Total Return Fund II (continued)

          Calendar Year Total Returns -- Institutional Class

                                           More Recent Return Information
                                           -------------------------------------
          Annual Return                    1/1/99-6/30/99                 -1.74%

       '92     '93     '94                 Highest and Lowest Quarter Returns
      9.34%  10.90%  -2.21%                (for periods shown in the bar chart)
                                           -------------------------------------
     '95    '96    '97    '98              Highest(3rd Qtr.'92)            5.57%
   18.97%  3.85%  9.99%  9.62%             -------------------------------------
                                           Lowest(1st Qtr.'94)            -2.60%
 Calendar Year End (through 12/31)

          Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>

                                                                  Fund Inception
                                               1 Year    5 Years  (12/30/91)(3)
          ----------------------------------------------------------------------
          <S>                                  <C>       <C>      <C>
          Institutional Class                   9.62%    7.82%    8.49%
          ----------------------------------------------------------------------
          Administrative Class                  9.36%    7.54%    8.22%
          ----------------------------------------------------------------------
          Lehman Aggregate Bond Index(1)        8.69%    7.27%    7.64%
          ----------------------------------------------------------------------
          Lipper Intermediate Investment Grade
           Debt Fund Avg(2)                     7.25%    6.35%    7.16%
          ----------------------------------------------------------------------
</TABLE>
           (1) The Lehman Brothers Aggregate Bond Index is an unmanaged index of
               investment grade, U.S. dollar-denominated fixed income securities
               of domestic issuers having a maturity greater than one year. It
               is not possible to invest directly in the index.
           (2) The Lipper Intermediate Investment Grade Debt Fund Average is a
               total return performance average of Funds tracked by Lipper
               Analytical Services, Inc. that invest at least 65% of their
               assets in investment-grade debt issues (rated in the top four
               grades) with dollar-weighted average maturities of five to ten
               years. It does not take into account sales charges.
           (3) The Fund began operations on 12/30/91. Index comparisons began
               on 12/31/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:


            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from Fund
            assets)

<TABLE>
<CAPTION>
                                     Distribution                 Total Annual
                           Advisory  and/or Service  Other        Fund Operating
            Share Class    Fees      (12b-1) Fees    Expenses(1)  Expenses
            --------------------------------------------------------------------
            <S>            <C>       <C>             <C>          <C>
            Institutional  0.25%     None            0.25%        0.50%
            --------------------------------------------------------------------
            Administrative 0.25      0.25%           0.25         0.75
            --------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost of
            investing in Institutional Class or Administrative Class shares of
            the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of shares
            for the time periods indicated, and then redeem all your shares at
            the end of those periods. The Examples also assume that your
            investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating expenses
            remain the same. Although your actual costs may be higher or lower,
            the Examples show what your costs would be based on these
            assumptions.
<TABLE>
<CAPTION>
            Share Class      Year 1      Year 3      Year 5      Year 10
            ------------------------------------------------------------
            <S>              <C>         <C>         <C>         <C>
            Institutional    $51         $160        $280        $628
            ------------------------------------------------------------
            Administrative    77          240         417         930
            ------------------------------------------------------------
</TABLE>
                                                                   Prospectus 24
<PAGE>

            PIMCO Total Return Fund III

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Intermediate        B to Aaa; maximum 10%
and           total return,         maturity fixed      below Baa
Strategies    consistent with       income
              preservation of       securities          Dividend Frequency
              capital and                               Declared daily and
              prudent               Average Portfolio   distributed monthly
              investment            Duration
              management            3-6 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a three- to six-year time frame based on PIMCO's
            forecast for interest rates. The Fund will not invest in the
            securities of any issuer determined by PIMCO to be engaged
            principally in the provision of healthcare services, the
            manufacture of alcoholic beverages, tobacco products,
            pharmaceuticals or military equipment, or the operation of
            gambling casinos. The Fund will also avoid, to the extent possible
            on the basis of information available to the Adviser, the purchase
            of securities of issuers engaged in the production or trade of
            pornographic materials. An issuer will be deemed to be principally
            engaged in an activity if it derives more than 10% of its gross
            revenues from such activities.

             The Fund invests primarily in investment grade securities, but
            may invest up to 10% of its assets in high yield securities ("junk
            bonds") rated B or higher by Moody's or S&P, or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk  . Derivatives Risk       . Currency Risk
             . Credit Risk         . Liquidity Risk         . Leveraging Risk
             . Market Risk         . Mortgage Risk          . Management Risk
             . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (4/11/97), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.


25 Pacific Investment Management Series

<PAGE>

           PIMCO Total Return Fund III (continued)

           Calendar Year Total Returns -- Institutional Class

          Annual Return                    More Recent Return Information
                                           -------------------------------------
         '92     '93     '94               1/1/99-6/30/99                 -1.36%
        9.02%  12.64%  -3.43%
                                           Highest and Lowest Quarter Returns
      '95    '96    '97    '98             (for periods shown in the bar chart)
    19.23%  4.63% 10.21% 10.37%            -------------------------------------
                                           Highest (3rd Qtr.'91)           6.90%
                                           -------------------------------------
 Calendar Year End (through 12/31)         Lowest (1st Qtr.'94)           -2.68%

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                1 Year   5 Years  (5/1/91)(3)
            --------------------------------------------------------------------
            <S>                                 <C>      <C>      <C>
            Institutional Class                 10.37%   7.94%    9.79%
            --------------------------------------------------------------------
            Administrative Class                10.09%   7.66%    9.52%
            --------------------------------------------------------------------
            Lehman Aggregate Bond Index(1)       8.69%   7.27%    8.50%
            --------------------------------------------------------------------
            Lipper Intermediate Investment Grade
            Debt Fund Avg(2)                     7.25%   6.35%    7.98%
            --------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers Aggregate Bond Index is an unmanaged index
                of investment grade, U.S. dollar-denominated fixed income
                securities of domestic issuers having a maturity greater than
                one year. It is not possible to invest directly in the index.
            (2) The Lipper Intermediate Investment Grade Debt Fund Average is
                a total return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in investment-grade debt issues (rated in the top four
                grades) with dollar-weighted average maturities of five to ten
                years. It does not take into account sales charges.
            (3) The Fund began operations on 5/1/91. Index comparisons began
                on 4/30/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:


            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1      Year 3         Year 5      Year 10
            ----------------------------------------------------------------
            <S>               <C>         <C>            <C>         <C>
            Institutional     $51         $160           $280        $628
            ----------------------------------------------------------------
            Administrative     77          240            417         930
            ----------------------------------------------------------------
</TABLE>
                                                                   Prospectus 26
<PAGE>

            PIMCO Total Return Mortgage Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum total    Intermediate         Baa to Aaa; maximum
and           return, consistent     maturity fixed       10% below Aaa
Strategies    with preservation      income securities
              of capital and                              Dividend Frequency
              prudent investment     Average Portfolio    Declared daily and
              management             Duration             distributed monthly
                                     2-6 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in a
            diversified portfolio of mortgage-related Fixed Income Instruments
            of varying maturities. The average portfolio duration of this Fund
            normally varies within a two- to six-year time frame based on
            PIMCO's forecast for interest rates. The Fund invests primarily in
            securities that are in the highest rating category, but may invest
            up to 10% of its assets in securities rated below Aaa by Moody's
            or AAA by S&P, subject to a minimum rating of Baa by Moody's or
            BBB by S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund may not invest in securities
            denominated in foreign currencies, but may invest without limit in
            U.S. dollar-denominated securities of foreign issuers.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Mortgage Risk       . Foreign Investment
              . Credit Risk         . Derivatives Risk      Risk
              . Market Risk         . Liquidity Risk      . Leveraging Risk
              . Issuer Risk                               . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.


27 Pacific Investment Management Series

<PAGE>

            PIMCO Total Return Mortgage Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                           More Recent Return Information
                                           -------------------------------------
                                           1/1/99-6/30/99                  0.64%
              Annual Return
                                           Highest and Lowest Quarter Returns
                   '98                     (for periods shown in the bar chart)
                  7.23%                    -------------------------------------
                                           Highest (4th Qtr. '97)          3.18%
                                           -------------------------------------
                                           Lowest (4th Qtr. '98)          -0.36%

         Calendar Year End (through 12/31)

         Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                  1 Year          (7/31/97)
            --------------------------------------------------------------------
            <S>                                   <C>             <C>
            Institutional Class                   7.23%           8.66%
            --------------------------------------------------------------------
            Lehman Mortgage Index(1)              6.96%           7.38%
            --------------------------------------------------------------------
            Lipper U.S. Mortgage Fund Avg(2)      6.20%           6.52%
            --------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers Mortgage Index is an unmanaged index of
                mortgage-related fixed income securities. It is not possible
                to invest directly in the index.
            (2) The Lipper U.S. Mortgage Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                mortgages/securities issued or guaranteed as to principal and
                interest by the U.S. government and certain federal agencies.
                It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:


            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
 </TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1       Year 3         Year 5        Year 10
            -------------------------------------------------------------------
            <S>               <C>          <C>            <C>           <C>
            Institutional     $51          $160           $280          $628
            -------------------------------------------------------------------
            Administrative     77           240            417           930
            -------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 28

<PAGE>

            PIMCO High Yield Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Higher yielding     B to Aaa; minimum 65%
and           total return,         fixed income        below Baa
Strategies    consistent with       securities
              preservation of                           Dividend Frequency
              capital and           Average Portfolio   Declared daily and
              prudent               Duration            distributed monthly
              investment            2-6 years
              management


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of high yield securities ("junk bonds")
            rated below investment grade but rated at least B by Moody's or
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality. The remainder of the Fund's assets may be invested in
            investment grade Fixed Income Instruments. The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            may not invest in securities denominated in foreign currencies,
            but may invest without limit in U.S. dollar-denominated securities
            of foreign issuers.

             The Fund may invest up to 15% of its assets in derivative
            instruments, such as options, futures contracts or swap
            agreements, or in mortgage- or asset-backed securities. The Fund
            may lend its portfolio securities to brokers, dealers, and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of income earned on the Fund's
            investments, plus capital appreciation, if any, which generally
            arises from decreases in interest rates or improving credit
            fundamentals for a particular sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Issuer Risk          . Foreign Investment
              . Credit Risk          . Liquidity Risk         Risk
              . High Yield Risk      . Derivatives Risk     . Leveraging Risk
              . Market Risk          . Mortgage Risk        . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (1/16/95), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.


29 Pacific Investment Management Series

<PAGE>

            PIMCO High Yield Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
          Annual Return                     -----------------------------------
                                            1/1/99-6/30/99                1.04%
         '93     '94      '95
       18.70%   2.39%   20.68%              Highest and Lowest Quarter Returns
                                            (for periods shown in the bar chart)
        '96      '97      '98               -----------------------------------
      11.68%   13.21%    6.54%              Highest (1st Qtr. '93         6.27%
                                            -----------------------------------
                                            Lowest (3rd Qtr. '98)        -1.76%

           Calendar Year End (through 12/31)

           Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (12/16/92)(3)
            --------------------------------------------------------------------
            <S>                                    <C>    <C>     <C>
            International Class                    6.54%  10.73%  11.98%
            --------------------------------------------------------------------
            Administrative Class                   6.29%  10.46%  11.71%
            --------------------------------------------------------------------
            Lehman Brothers BB Intermediate
            Corporate Index(1)                     5.74%   9.09%  10.00%
            --------------------------------------------------------------------
            Lipper High Current Yield Fund Avg(2) -0.44%   7.37%   9.36%
            --------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers BB Intermediate Corporate Index is an
                unmanaged index comprised of various fixed income securities
                rated BB. It is not possible to invest directly in the index.
            (2) The Lipper High Current Yield Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that aim at high (relative) current yield from
                fixed income securities, have not quality or maturity
                restrictions, and tend to invest in lower grade debt issues.
                It does not take into account sales charges.
            (3) The Fund began operations on 12/16/92. Index comparisons began
                on 12/31/92.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the Fund Fund:

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1       Year 3         Year 5      Year 10
            -----------------------------------------------------------------
            <S>               <C>          <C>            <C>         <C>
            Institutional     $51          $160           $280        $628
            -----------------------------------------------------------------
            Administrative     77           240            417         930
            -----------------------------------------------------------------
</TABLE>
                                                                   Prospectus 30
<PAGE>

            PIMCO Long-Term U.S. Government Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Long-term            A to Aaa
and           total return,          maturity fixed
Strategies    consistent with        income securities    Dividend Frequency
              preservation of                             Declared daily and
              capital and            Average Portfolio    distributed monthly
              prudent                Duration
              investment             (greater than or
              management             equal to) 8 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of fixed income securities that are issued
            or guaranteed by the U.S. Government, its agencies or government-
            sponsored enterprises ("U.S. Government Securities").
            Additionally, the Fund may obtain exposure to U.S. Government
            Securities through the use of futures contracts (including related
            options) with respect to such securities, and options on such
            securities, when PIMCO deems it appropriate to do so. While PIMCO
            may invest in derivatives at any time it deems appropriate, it
            will generally do so when it believes that U.S. Government
            Securities are overvalued relative to derivative instruments.
            Assets not invested in U.S. Government Securities may be invested
            in other types of Fixed Income Instruments. This Fund will
            normally have a minimum average portfolio duration of eight years.
            For point of reference, the dollar-weighted average portfolio
            maturity of the Fund is normally expected to be more than ten
            years.

             The Fund's investments in Fixed Income Instruments are limited to
            those of U.S. dollar-denominated securities of U.S. issuers that
            are rated at least A by Moody's or S&P, or, if unrated, determined
            by PIMCO to be of comparable quality. In addition, the Fund may
            only invest up to 10% of its assets in securities rated A by
            Moody's or S&P, and may only invest up to 25% of its assets in
            securities rated Aa by Moody's or AA by S&P.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage-backed securities. The Fund may lend its portfolio
            securities to brokers, dealers and other financial institutions to
            earn income. Rather than investing directly in the securities in
            which it primarily invests, the Fund may use other investment
            techniques to gain exposure to market movements related to such
            securities, such as entering into a series of contracts to buy or
            sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              .Interest Rate Risk    .Issuer Risk           .Leveraging Risk
              .Credit Risk           .Derivatives Risk      .Management Risk
              .Market Risk           .Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (9/23/97), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.


31 Pacific Investment Management Series

<PAGE>

            PIMCO Long-Term U.S. Government Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                -5.88%

             '92     '93     '94            Highest and Lowest Quarter Returns
           11.93%  18.57%  -7.39%           (for periods shown in the bar chart)
                                            ------------------------------------

         '95     '96     '97     '98        Highest (2nd Qtr. '95)        10.76%
       31.57%   0.71%  15.02%  13.39%       ------------------------------------
                                            Lowest (1st Qtr. '96)         -6.26%

      Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                     1 Year 5 Years (7/1/91)(3)
            ----------------------------------------------------------------------
            <S>                                      <C>    <C>     <C>
            Institutional Class                      13.39% 9.86%   13.06%
            ----------------------------------------------------------------------
            Administrative Class                     13.08% 9.59%   12.79%
            ----------------------------------------------------------------------
            Lehman Long-Term Treasury Index(1)       13.51% 9.34%   11.66%
            ----------------------------------------------------------------------
            Lipper General U.S. Government Fund Avg*  8.07% 6.15%    7.75%
            ----------------------------------------------------------------------
</TABLE>
            (1) The Lehman Long-Term Treasury Index is an unmanaged index of
                U.S. Treasury issues with maturities greater than 10 years. It
                is not possible to invest directly in the index.
            (2) The Lipper General U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in U.S. government and agency issues. It does not take
                into account sales charges.
            (3) The Fund began operations on 7/1/91. Index comparisons began
                on 6/30/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.26        0.76
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1      Year 3      Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>         <C>         <C>         <C>
            Institutional   $51         $160        $280        $628
            ------------------------------------------------------------------
            Administrative   78          243         422         942
            ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 32
<PAGE>

            PIMCO Long Duration Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Long-term            B to Aaa; maximum
and           total return,          maturity fixed       10% below Baa
Strategies    consistent with        income securities
              preservation of                             Dividend Frequency
              capital and            Average Portfolio    Declared daily and
              prudent                Duration             distributed monthly
              investment             (greater than or
              management             equal to) 8 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. This Fund will normally have a minimum average
            portfolio duration of eight years.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Derivatives Risk        . Currency Risk
              . Credit Risk         . Liquidity Risk          . Leveraging Risk
              . Market Risk         . Mortgage Risk           . Management Risk
              . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not yet have a full calendar year of performance.
Information Thus, no bar chart or annual returns table is included for the
            Fund.

33 Pacific Investment Management Series

<PAGE>

            PIMCO Long Duration Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class         Year 1      Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>                 <C>         <C>            <C>         <C>
            Institutional       $51         $160           $280        $628
            ------------------------------------------------------------------
            Administrative       77          240            417         930
            ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 34
<PAGE>

            PIMCO Short Duration Municipal Income Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high             Short and            Baa to Aaa
and           current income         intermediate
Strategies    exempt from            maturity             Dividend Frequency
              federal income         municipal            Declared daily and
              tax, consistent        securities           distributed monthly
              with preservation      (exempt from
              of capital.            federal income
                                     tax)

                                     Average Portfolio
                                     Duration
                                     0-2 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets 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
            ("Municipal Bonds"). Municipal Bonds generally are issued by or on
            behalf of states and local governments and their agencies,
            authorities and other instrumentalities.

             The Fund may invest without limit in "private activity" bonds
            whose interest is a tax-preference item for purposes of the
            federal alternative minimum tax ("AMT"). For shareholders subject
            to the AMT, a substantial portion of the Fund's distributions may
            not be exempt from federal income tax. The Fund may invest up to
            20% of its net assets in other types of Fixed Income Instruments.
            The Fund may invest more than 25% of its assets in bonds of
            issuers in the same state. The Fund may only invest in investment
            grade debt securities. The average portfolio duration of this Fund
            varies based on PIMCO's forecast for interest rates and under
            normal market conditions is not expected to exceed two years. The
            Fund will seek income that is high relative to prevailing rates
            from Municipal Bonds.

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            Rather than investing directly in securities in which it primarily
            invests, the Fund may use other investment techniques to gain
            exposure to market movements related to such securities, such as
            entering into a series of contracts to buy and sell such
            securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Issuer Risk          . Leveraging Risk
              . Credit Risk           . Derivatives Risk     . Management Risk
              . Market Risk           . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not have a full calendar year of performance. Thus,
Information no bar chart or annual returns table is included for the Fund.


35 Pacific Investment Management Series

<PAGE>

            PIMCO Short Duration Municipal Income Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund

            Shareholder fees (fees paid directly from your investment)    None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets):
<TABLE>
<CAPTION>
                                       Distribution               Total Annual
                             Advisory  and/or Service Other       Fund Operating
                             Fees      (12b-1) Fees   Expenses(1) Expenses
            --------------------------------------------------------------------
            <S>              <C>       <C>            <C>         <C>
            Institutional    0.20%     None           0.19%       0.39%
            --------------------------------------------------------------------
            Administrative   0.20%     0.25%          0.19%       0.64%
            --------------------------------------------------------------------
</TABLE>
            (1) Other expenses reflects a 0.19% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
                                  Year 1       Year 3        Year 5      Year 10
            --------------------------------------------------------------------
            <S>                   <C>          <C>           <C>         <C>
            Institutional         $40          $125          $219        $493
            --------------------------------------------------------------------
            Administrative        $65          $205          $357        $798
            --------------------------------------------------------------------
</TABLE>

                                                                   Prospectus 36
<PAGE>

            PIMCO Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high             Intermediate to      Ba to Aaa; maximum
and           current income         long-term            10% below Baa
Strategies    exempt from            maturity
              federal income         municipal            Dividend Frequency
              tax, consistent        securities           Declared daily and
              with preservation      (exempt from         distributed monthly
              of capital.            federal income
              Capital                tax)
              appreciation is a
              secondary              Average Portfolio
              objective.             Duration
                                     3-10 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets 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
            ("Municipal Bonds"). Municipal Bonds generally are issued by or on
            behalf of states and local governments and their agencies,
            authorities and other instrumentalities.

             The Fund may invest up to 20% of its net assets in U.S.
            Government Securities, money market instruments and/or "private
            activity" bonds. For shareholders subject to the federal
            alternative minimum tax ("AMT"), distributions derived from
            "private activity" bonds must be included in their AMT
            calculations, and as such may be subject to federal income tax.
            The average portfolio duration of this Fund normally varies within
            a three- to ten-year time frame, based on PIMCO's forecast for
            interest rates. The Fund invests primarily in investment grade
            debt securities, but may invest up to 10% of its net assets in
            Municipal Bonds or "private activity" bonds which are high yield
            securities ("junk bonds") rated at least Ba by Moody's or BB by
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality.

             The Fund may invest in derivative instruments, such as options
            and futures and options on futures, on U.S. Government Securities
            and Municipal Bonds, and invest in mortgage- or asset-backed
            securities. The Fund may lend its portfolio securities to brokers,
            dealers and other financial institutions to earn income. Rather
            than investing directly in the securities in which it primarily
            invests, the Fund may use other investment techniques to gain
            exposure to market movements related to such securities, such as
            entering into a series of contracts to buy or sell such
            securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Issuer Risk        . Leveraging Risk
              . Credit Risk           . Liquidity Risk     . Management Risk
              . Market Risk           . Derivatives Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (9/30/98), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.


37 Pacific Investment Management Series
<PAGE>

            PIMCO Municipal Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                          More Recent Return Information
                                          --------------------------------------
                                          1/1/99-6/30/99                  -1.61%

                  '98                     Highest and Lowest Quarter Returns
                 6.07%                    (for periods shown in the bar chart)
                                          --------------------------------------
                                          Highest (3rd Qtr. '98)           3.33%
                                          --------------------------------------
                                          Lowest (4th Qtr. '98)            0.18%

                         Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>                                                                   Fund Inception
                                                       1 Year     (12/31/97)
            --------------------------------------------------------------------
            <S>                                        <C>        <C>
            Institutional Class                        6.07%      6.07%
            --------------------------------------------------------------------
            Administrative Class                       5.45%      5.45%
            --------------------------------------------------------------------
            Lehman General Municipal Bond Index(1)     6.48%      6.48%
            --------------------------------------------------------------------
            Lipper General Municipal Fund Avg(2)       5.32%      5.32%
            --------------------------------------------------------------------
</TABLE>

            (1) The Lehman General Municipal Bond Index is an unmanaged index
                of municipal bonds. It is not possible to invest directly in
                the index.
            (2) The Lipper General Municipal Debt Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in municipal debt issues in the top four credit
                ratings. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund

            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1       Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>          <C>            <C>         <C>
            Institutional   $51          $160           $280        $628
            ------------------------------------------------------------------
            Administrative   77           240            417         930
            ------------------------------------------------------------------
</TABLE>


                                                                   Prospectus 38
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high             Intermediate         B to Aaa; maximum
and           current income         maturity             10% below Baa
Strategies    exempt from            municipal
              federal and            securities           Dividend Frequency
              California income      (exempt from         Declared daily and
              tax. Capital           federal and          distributed monthly
              appreciation is a      California income
              secondary              tax)
              objective.
                                     Average Portfolio
                                     Duration
                                     3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets in
            Municipal Bonds whose interest is, in the opinion of bond counsel
            for the issuer at the time of issuance, exempt from federal income
            tax. The Fund invests under normal circumstances at least 65% of
            its net assets in debt securities whose interest is, in the
            opinion of bond counsel for the issuer at the time of issuance,
            exempt from regular federal income tax and California income tax
            ("California Municipal Bonds"). California Municipal Bonds
            generally are issued by or on behalf of the State of California
            and its political subdivisions, financing authorities and their
            agencies.

             The Fund may invest without limit in "private activity" bonds
            whose interest is a tax-preference item for purposes of the
            federal alternative minimum tax ("AMT"). For shareholders subject
            to the AMT, a substantial portion of the Fund's distributions may
            not be exempt from federal income tax. The Fund may invest up to
            20% of its net assets in other types of Fixed Income Instruments.
            The average portfolio duration of this Fund normally varies within
            a three- to seven-year time frame based on PIMCO's forecast for
            interest rates. The Fund will seek income that is high relative to
            prevailing rates from Municipal Bonds. Capital appreciation, if
            any, generally arises from decreases in interest rates or
            improving credit fundamentals for a particular state, municipality
            or issuer.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality.

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            Rather than investing directly in securities in which it primarily
            invests, the Fund may use other investment techniques to gain
            exposure to market movements related to such securities, such as
            entering into a series of contracts to buy or sell such
            securities.


- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return are:

              . Interest Rate Risk    . Issuer Risk           . Mortgage Risk
              . Credit Risk           . Concentration Risk    . Leveraging Risk
              . California State      . Liquidity Risk        . Management Risk
                Specific Risk         . Derivatives Risk
              . Market Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not have a full calendar year of performance. Thus,
Information no bar chart or annual returns table is included for the Fund.


39 Pacific Investment Management Series
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class and Administrative Class shares of
of the      the Fund:
Fund

            Shareholder fees (fees paid directly from your investment)    None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets):

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
                            Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.24%       0.49%
            ------------------------------------------------------------------
            Administrative  0.25%    0.25%          0.24%       0.74%
            ------------------------------------------------------------------
</TABLE>
            (1) Other expenses reflects a 0.24% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class and Administrative Class
            shares of the Fund with the costs of investing in other mutual
            funds. The Examples assume that you invest $10,000 in the noted
            class of shares for the time periods indicated, and then redeem
            all your shares at the end of those periods. The Examples also
            assume that your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and that the
            Fund's operating expenses remain the same. Although your actual
            costs may be higher or lower, the Examples show what your costs
            would be based on these assumptions.

<TABLE>
<CAPTION>
                             Year 1        Year 3         Year 5       Year 10
            ------------------------------------------------------------------
            <S>              <C>           <C>            <C>          <C>
            Institutional    $50           $157           $274         $616
            ------------------------------------------------------------------
            Administrative   $76           $237           $411         $918
            ------------------------------------------------------------------
</TABLE>
                                                                   Prospectus 40
<PAGE>

            PIMCO New York Intermediate Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high             Intermediate         B to Aaa; maximum
and           current income         maturity             10% below Baa
Strategies    exempt from            municipal
              federal and New        securities           Dividend Frequency
              York income tax.       (exempt from         Declared daily and
              Capital                federal and New      distributed monthly
              appreciation is a      York income tax)
              secondary
              objective.             Average Portfolio
                                     Duration 3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets in
            Municipal Bonds whose interest is, in the opinion of bond counsel
            for the issuer at the time of issuance, exempt from federal income
            tax. The Fund will invest under normal circumstances at least 65%
            of its net assets in debt securities whose interest is, in the
            opinion of bond counsel for the issuer at the time of issuance,
            exempt from regular federal income tax and New York income tax
            ("New York Municipal Bonds"). New York Municipal Bonds generally
            are issued by or on behalf of the State of New York and its
            political subdivisions, financing authorities and their agencies.

             The Fund may invest without limit in "private activity" bonds
            whose interest is a tax-preference item for purposes of the
            federal alternative minimum tax ("AMT"). For shareholders subject
            to the AMT, a substantial portion of the Fund's distributions may
            not be exempt from federal income tax. The Fund may invest up to
            20% of its net assets in other types of Fixed Income Instruments.
            The average portfolio duration of this Fund normally varies within
            a three- to seven-year time frame based on PIMCO's forecast for
            interest rates. The Fund will seek income that is high relative to
            prevailing rates from municipal bonds. Capital appreciation, if
            any, generally arises from decreases in interest rates or
            improving credit fundamentals for a particular state, municipality
            or issuer.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality.

             The Fund may invest in derivative instruments, such as options,
            futures contracts or swap agreements, or in mortgage- or asset-
            backed securities. The Fund may lend its portfolio securities to
            brokers, dealers and other financial institutions to earn income.
            Rather than investing directly in securities in which it primarily
            invests, this Fund may use other investment techniques to gain
            exposure to market movements related to such securities, such as
            entering into a series of contracts to buy or sell such
            securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return are:


              . Interest Rate Risk    . Issuer Risk           . Mortgage Risk
              . Credit Risk           . Concentration Risk    . Leveraging Risk
              . New York State        . Liquidity Risk        . Management Risk
                Specific Risk         . Derivatives Risk
              . Market Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not have a full calendar year of performance. Thus,
Information no bar chart or annual returns table is included for the Fund.

41 Pacific Investment Management Series
<PAGE>

            PIMCO New York Intermediate Municipal Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder fees (fees paid directly from your investment)    None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets):

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
                            Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.24%       0.49%
            ------------------------------------------------------------------
            Administrative  0.25%    0.25%          0.24%       0.74%
            ------------------------------------------------------------------
</TABLE>
            (1) Other expenses reflects a 0.24% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
                            Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $50      $157           $274        $616
            ------------------------------------------------------------------
            Administrative  $76      $237           $411        $918
            ------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 42
<PAGE>

            PIMCO Global Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus              Credit Quality
Investments   Seeks maximum          U.S. and foreign        B to Aaa; maximum
and           total return,          intermediate maturity   10% below Baa
Strategies    consistent with        fixed income
              preservation of        securities              Dividend Frequency
              capital and                                    Declared daily
              prudent                Average Portfolio       and distributed
              investment             Duration 3-7 years      monthly
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in Fixed
            Income Instruments of issuers located in at least three countries
            (one of which may be the United States), which may be represented
            by futures contracts (including related options) with respect to
            such securities, and options on such securities. The Fund invests
            primarily in securities of issuers located in economically
            developed countries. Securities may be denominated in major
            foreign currencies, baskets of foreign currencies (such as the
            euro), or the U.S. dollar.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. Investments in the securities of issuers located outside
            the United States will normally vary between 25% and 75% of the
            Fund's assets. The average portfolio duration of this Fund
            normally varies within a three- to seven-year time frame. The Fund
            invests primarily in investment grade debt securities, but may
            invest up to 10% of its assets in high yield securities ("junk
            bonds") rated B or higher by Moody's or S&P, or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund is non-
            diversified, which means that it may concentrate its assets in a
            smaller number of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Foreign Investment    . Mortgage Risk
              . Credit Risk             Risk                  . Derivatives Risk
              . Market Risk           . Currency Risk         . Leveraging Risk
              . Issuer Risk           . Concentration Risk    . Management Risk
                                      . Liquidity Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (7/31/96), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

43 Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99              -6.86%
             Annual Return

  '94     '95     '96     '97     '98       Highest and Lowest Quarter Returns
- -1.70%  22.96%  10.32%  -0.90%  12.50%      (for periods shown in the bar chart)
                                            ------------------------------------
                                            Highest (1st Qtr. '95)         8.40%
                                            ------------------------------------
                                            Lowest (1st Qtr. '97)         -4.40%

      Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (11/23/93)(3)
            --------------------------------------------------------------------
            <S>                                    <C>    <C>     <C>
            Institutional Class                    12.50% 8.25%   8.84%
            --------------------------------------------------------------------
            Administrative Class                   12.37% 8.02%   8.61%
            --------------------------------------------------------------------
            J.P. Morgan Global (Unhedged) Index(1) 15.30% 8.08%   8.16%
            --------------------------------------------------------------------
            Lipper Global Income Fund Avg(2)        6.30% 5.57%   5.88%
            --------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Global (Unhedged) Index is an unmanaged index
                representative of the total return performance in U.S. dollars
                on an unhedged basis of major world bond markets. It is not
                possible to invest directly in the index.
            (2) The Lipper Global Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, one of which may be the United States. It
                does not take into account sales charges.
            (3) The Fund began operations on 11/23/93. Index comparisons began
                on 11/30/93.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.30%       0.55%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.30        0.80
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.30% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1        Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>               <C>           <C>            <C>         <C>
            Institutional     $56           $176           $307        $689
            ------------------------------------------------------------------
            Administrative     82            255            444         990
            ------------------------------------------------------------------
</TABLE>

                                                                 Prospectus 44
<PAGE>

            PIMCO Global Bond Fund II

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          U.S. and hedged      B to Aaa; maximum
and           total return,          foreign              10% below Baa
Strategies    consistent with        intermediate
              preservation of        maturity fixed       Dividend Frequency
              capital                income securities    Declared daily and
                                                          distributed monthly
                                     Average Portfolio
                                     Duration 3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in Fixed
            Income Instruments of issuers located in at least three countries
            (one of which may be the United States), which may be represented
            by futures contracts (including related options) with respect to
            such securities, and options on such securities. The Fund invests
            primarily in securities of issuers located in economically
            developed countries. Securities may be denominated in major
            foreign currencies, baskets of foreign currencies (such as the
            euro), or the U.S. dollar. The Fund will normally hedge at least
            75% of its exposure to foreign currency to reduce the risk of loss
            due to fluctuations in currency exchange rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. Investments in the securities of issuers located outside
            the United States will normally vary between 25% and 75% of the
            Fund's assets. The average portfolio duration of this Fund
            normally varies within a three- to seven-year time frame. The Fund
            invests primarily in investment grade securities, but may invest
            up to 10% of its assets in high yield securities ("junk bonds")
            rated B or higher by Moody's or S&P, or, if unrated, determined by
            PIMCO to be of comparable quality. The Fund is non-diversified,
            which means that it may concentrate its assets in a smaller number
            of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Foreign Investment    . Mortgage Risk
              . Credit Risk             Risk                  . Derivatives Risk
              . Market Risk           . Currency Risk         . Leveraging Risk
              . Issuer Risk           . Concentration Risk    . Management Risk
                                      . Liquidity Risk


            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not yet commenced
            operations as of the date of this prospectus. Past performance is
            no guarantee of future results.

45 Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund II (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                -0.38%
           Annual Return

         '96     '97     '98                Highest and Lowest Quarter Returns
       12.84%   8.68%   7.71%               (for periods shown in the bar chart)
                                            ------------------------------------
                                            Highest (3rd Qtr. '96)         5.39%
                                            ------------------------------------
                                            Lowest (1st Qtr. '97)          0.23%

   Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                     Fund Inception
                                                    1 Year           (10/2/95)(3)
            -----------------------------------------------------------------------
            <S>                                     <C>              <C>
            Institutional Class                      7.71%           10.82%
            -----------------------------------------------------------------------
            J.P. Morgan Global (Hedged) Index(1)    11.42%           10.89%
            -----------------------------------------------------------------------
            Lipper Global Income Fund Avg(2)         6.30%            7.05%
            -----------------------------------------------------------------------
</TABLE>
            (1)  The J.P. Morgan Global (Hedged) Index is an unmanaged index
                 representative of the total return performance in U.S.
                 dollars on a hedged basis of major world bond markets. It is
                 not possible to invest directly in the index.
            (2)  The Lipper Global Income Fund Average is a total return
                 performance average of Funds tracked by Lipper Analytical
                 Services, Inc. that invest primarily in U.S. dollar and non-
                 U.S. dollar debt securities of issuers located in at least
                 three countries, one of which may be the United States. It
                 does not take into account sales charges.
            (3)  The Fund began operations on 10/2/95. Index comparisons began
                 on 9/30/95.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.30%       0.55%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.30        0.80
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.30% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class        Year 1      Year 3       Year 5      Year 10
            ------------------------------------------------------------------
            <S>                <C>         <C>          <C>         <C>
            Institutional      $56         $176         $307        $689
            ------------------------------------------------------------------
            Administrative      82          255          444         990
            ------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 46
<PAGE>

            PIMCO Foreign Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Intermediate         B to Aaa; maximum
and           total return,          maturity hedged      10% below Baa
Strategies    consistent with        foreign fixed
              preservation of        income securities    Dividend Frequency
              capital and                                 Declared daily and
              prudent                Average Portfolio    distributed monthly
              investment             Duration 3-7 years
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 85% of its assets in Fixed
            Income Instruments of issuers located outside the United States,
            representing at least three foreign countries, which may be
            represented by futures contracts (including related options) with
            respect to such securities, and options on such securities. Such
            securities normally are denominated in major foreign currencies or
            baskets of foreign currencies (such as the euro). The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. The average portfolio duration of this Fund normally
            varies within a three- to seven-year time frame. The Fund invests
            primarily in investment grade debt securities, but may invest up
            to 10% of its assets in high yield securities ("junk bonds") rated
            B or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund is non-diversified, which
            means that it may concentrate its assets in a smaller number of
            issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:


              . Interest Rate Risk    . Foreign Investment    . Mortgage Risk
              . Credit Risk             Risk                  . Derivatives Risk
              . Market Risk           . Currency Risk         . Leveraging Risk
              . Issuer Risk           . Concentration Risk    . Management Risk
                                      . Liquidity Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (1/28/97), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

47 Pacific Investment Management Series
<PAGE>

            PIMCO Foreign Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                           More Recent Return     Information
                                           ----------------------------------
                                           1/1/99-6/30/99               0.15%
         Annual Return

      '93      '94      '95                Highest and Lowest  Quarter Returns
    16.40%   -7.30%   21.22%               (for periods shown in the bar chart)
                                           ------------------------------------
      '96     '97      '98                 Highest  (4th Qtr.'95)         7.87%
    18.89%    9.60%   10.03%               ------------------------------------
                                           Lowest  (1st Qtr. '94)        -5.80%

  Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                     1 Year 5 Years (12/3/92)(3)
            ----------------------------------------------------------------------
            <S>                                      <C>    <C>     <C>
            Institutional Class                      10.03% 10.01%  11.18%
            ----------------------------------------------------------------------
            Administrative Class                      9.75%  9.74%  10.91%
            ----------------------------------------------------------------------
            J.P. Morgan Non-U.S. Index (Hedged)(1)   12.09%  9.45%  10.24%
            ----------------------------------------------------------------------
            Lipper International Income Fund Avg(2)  11.91%  6.55%   8.01%
            ----------------------------------------------------------------------
</TABLE>

            (1) The J.P. Morgan Non-U.S. Index (Hedged) in an unmanaged index
                representative of the total return performance in U.S. dollars
                of major non-U.S. bond markets. It is not possible to invest
                directly in the index.
            (2) The Lipper International Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, excluding the United States, except in
                periods of market weakness. It does not take into account
                sales charges.
            (3) The Fund began operations on 12/3/92. Index comparisons began
                on 11/30/92.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>                            Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
 </TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $51      $160           $280        $628
            ------------------------------------------------------------------
            Administrative   77       240            417         930
            ------------------------------------------------------------------
</TABLE>
                                                                Prospectus 48
<PAGE>

            PIMCO International Bond Fund

            This Fund is offered only to private account clients of PIMCO

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus            Credit Quality
Investments   Seeks maximum          Foreign fixed income  Baa to Aaa
and           total return,          securities
Strategies    consistent with                              Dividend Frequency
              preservation of        Average Portfolio     Declared and
              capital and            Duration 0-8 years    distributed
              prudent                                      quarterly
              investment
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in Fixed
            Income Instruments of foreign issuers representing at least three
            foreign countries or currencies, which may be represented by
            futures contracts (including related options) with respect to such
            securities, and options on such securities. Such securities may be
            denominated in foreign currencies, baskets of foreign currencies
            (such as the euro), or the U.S. dollar. The Fund will normally
            hedge at least 75% of its exposure to foreign currency to reduce
            the risk of loss due to fluctuations in currency exchange rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. The Fund may invest only in investment grade securities.
            The average portfolio duration of this Fund varies based on the
            strategy currently being used by PIMCO in managing the assets of
            the Fund within the overall PIMCO private account management
            program, but is normally not expected to exceed eight years. The
            Fund is non-diversified, which means that it may concentrate its
            assets in a smaller number of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Foreign Investment    . Mortgage Risk
              . Credit Risk             Risk                  . Derivatives Risk
              . Market Risk           . Currency Risk         . Leveraging Risk
              . Issuer Risk           . Concentration Risk    . Management Risk
                                      . Liquidity Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of two broad-based securities market indices and
            an index of similar funds. The bar chart and the information to
            its right show performance of the Fund's Institutional Class
            Shares. The Administrative Class of the Fund has not yet commenced
            operations as of the date of this prospectus. Past performance is
            no guarantee of future results.

49 Pacific Investment Management Series
<PAGE>

            PIMCO International Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

            Annual Return                  More Recent Return       Information
                                           ------------------------------------
   '90    '91   '92    '93                 1/1/99-6/30/99                -3.07%
  7.05% 14.29% 7.00% 14.31%
                                           Highest and Lowest Quarter Returns
  '94    '95    '96   '97    '98           (for periods shown in the bar chart)
 -9.52% 20.76% 16.75% 6.21% 11.21%         ------------------------------------
                                           Highest                (4th Qtr.'95)
                                                                          7.84%
                                           ------------------------------------
                                           Lowest                 (2nd Qtr.'94)
                                                                         -5.80%




                 Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (12/13/89)(4)
            -------------------------------------------------------------------
            <S>                                     <C>    <C>    <C>
            Institutional Class                     11.21% 8.54%  9.42%
            -------------------------------------------------------------------
            Salomon World Gov Bond Ten-Market
            Index(1)                                11.42% 9.51%  9.14%
            -------------------------------------------------------------------
            Lehman Aggregate Bond Index(2)           8.69% 7.27%  8.64%
            -------------------------------------------------------------------
            Lipper International Income Fund Avg(3) 11.91% 6.55%  8.01%
            -------------------------------------------------------------------
</TABLE>

            (1) The Salomon World Government Bond Ten-Market Index is an
                unmanaged index of local currency sovereign debt of Australia,
                Canada, Denmark, France, Germany, Japan, the Netherlands,
                Switzerland, the United Kingdom and the United States. It is
                not possible to invest directly in the index.
            (2) The Lehman Brothers Aggregate Bond Index is an unmanaged index
                of fixed income securities.
            (3) The Lipper International Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, excluding the United States. It does not take
                into account sales charges.
            (4) The Fund began operations on 12/13/89. Index comparisons began
                on 11/30/89.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.25%    None           0.25%       0.50%
            ------------------------------------------------------------------
            Administrative  0.25     0.25%          0.25        0.75
            ------------------------------------------------------------------
 </TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1     Year 3      Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>        <C>         <C>         <C>
            Institutional   $51        $160        $280        $628
            ------------------------------------------------------------------
            Administrative   77         240         417         930
            ------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 50
<PAGE>

            PIMCO Emerging Markets Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Emerging market     B to Aaa
and           total return,         fixed income
Strategies    consistent with       securities          Dividend Frequency
              preservation of                           Declared daily and
              capital and           Average Portfolio   distributed monthly
              prudent               Duration 0-8 years
              investment
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in Fixed
            Income Instruments of issuers that economically are tied to
            countries with emerging securities markets. Such securities may be
            denominated in foreign currencies and the U.S. dollar. The Fund
            may invest up to 10% of its assets in shares of investment
            companies that invest primarily in emerging market debt
            securities. The average portfolio duration of this Fund varies
            based on PIMCO's forecast for interest rates and, under normal
            market conditions, is not expected to exceed eight years.

             PIMCO has broad discretion to identify and invest in countries
            that it considers to qualify as emerging securities markets.
            However, PIMCO generally considers an emerging securities market
            to be one located in any country that is defined as an emerging or
            developing economy by the World Bank or its related organizations,
            or the United Nations or its authorities. The Fund emphasizes
            countries with relatively low gross national product per capita
            and with the potential for rapid economic growth. PIMCO will
            select the Fund's country and currency composition based on its
            evaluation of relative interest rates, inflation rates, exchange
            rates, monetary and fiscal policies, trade and current account
            balances, and any other specific factors PIMCO believes to be
            relevant. The Fund likely will concentrate its investments in
            Asia, Africa, the Middle East, Latin America and the developing
            countries of Europe. The Fund may invest in securities whose
            return is based on the return of an emerging securities market,
            rather than investing directly in securities of issuers from
            emerging markets.

             The Fund may invest substantially all of its assets in high yield
            securities ("junk bonds") rated B or higher by Moody's or S&P, or,
            if unrated, determined by PIMCO to be of comparable quality. The
            Fund is non-diversified, which means that it may concentrate its
            assets in a smaller number of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk    . Emerging Markets     . Liquidity Risk
             . Credit Risk             Risk                 . Derivatives Risk
             . High Yield Risk       . Foreign Investment   . Leveraging Risk
             . Market Risk             Risk                 . Management Risk
             . Issuer Risk           . Currency Risk
                                     . Concentration Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (9/30/98), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

51 Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                          More Recent Return Information
                                          --------------------------------------
                                          1/1/99-6/30/99                   9.99%

                    '98                   Highest and Lowest Quarter Returns
                 -11.76%                  (for periods shown in the bar chart)
                                          --------------------------------------
                                          Highest (4th Qtr. '98)          12.27%
                                          --------------------------------------
                                          Lowest (3rd Qtr. '98)          -21.05%

                         Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                     Fund
                                                                     Inception
                                                             1 Year   (7/31/97)
            --------------------------------------------------------------------
            <S>                                              <C>      <C>
            Institutional Class                              -11.76%  -10.26%
            --------------------------------------------------------------------
            Administrative Class                             -12.84%  -11.10%
            --------------------------------------------------------------------
            J.P. Morgan Emerging Markets Bond Index Plus(1)  -14.35%  -11.36%
            --------------------------------------------------------------------
            Lipper Emerging Market Debt Fund Avg(2)          -20.26%  -15.58%
            --------------------------------------------------------------------
</TABLE>

            (1)  The J.P. Morgan Emerging Markets Bond Index Plus is an
                 unmanaged index which tracks the total returns for external-
                 currency denominated debt instruments of emerging markets. It
                 is not possible to invest directly in the index.
            (2)  The Lipper Emerging Market Debt Fund Average is a total
                 return performance average of Funds tracked by Lipper
                 Analytical Services, Inc. that seek either current income or
                 total return by investing at least 65% of total assets in
                 emerging market debt securities. It does not take into
                 account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.45%    None           0.40%       0.85%
            ------------------------------------------------------------------
            Administrative  0.45     0.25%          0.40        1.10
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1     Year 3       Year 5      Year 10
            -------------------------------------------------------------------
            <S>               <C>        <C>          <C>         <C>
            Institutional     $87        $271         $471        $1,049
            -------------------------------------------------------------------
            Administrative    112        350          606         1,340
            -------------------------------------------------------------------
</TABLE>

                                                                 Prospectus 52
<PAGE>

            PIMCO Emerging Markets Bond Fund II

            This Fund is offered only to private account clients of PIMCO

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Emerging market      B to Aaa; max 10%
and           total return,          fixed income         below Ba
Strategies    consistent with        securities
              preservation of                             Dividend Frequency
              capital and            Average Portfolio    Declared daily and
              prudent                Duration 0-8 years   distributed monthly
              investment
              management

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in Fixed
            Income Instruments of issuers that economically are tied to
            countries with emerging securities markets. Such securities may be
            denominated in foreign currencies and the U.S. dollar. However,
            the Fund may only invest up to 15% of its assets in securities
            denominated in currencies of emerging market countries. The Fund
            may invest up to 10% of its assets in shares of investment
            companies that invest primarily in emerging market debt
            securities. The average portfolio duration of this Fund varies
            based on PIMCO's forecast for interest rates and, under normal
            market conditions, is not expected to exceed eight years.

             PIMCO has broad discretion to identify and invest in countries
            that it considers to qualify as emerging securities markets.
            However, PIMCO generally considers an emerging securities market
            to be one located in any country that is defined as an emerging or
            developing economy by the World Bank or its related organizations,
            or the United Nations or its authorities. The Fund emphasizes
            countries with relatively low gross national product per capita
            and with the potential for rapid economic growth. PIMCO will
            select the Fund's country and currency composition based on its
            evaluation of relative interest rates, inflation rates, exchange
            rates, monetary and fiscal policies, trade and current account
            balances, and any other specific factors PIMCO believes to be
            relevant. The Fund likely will concentrate its investments in
            Asia, Africa, the Middle East, Latin America and the developing
            countries of Europe. The Fund may invest in securities whose
            return is based on the return of an emerging securities market,
            rather than investing directly in securities of issuers from
            emerging markets.

             The Fund may invest substantially all of its assets in high yield
            securities ("junk bonds") rated B or higher by Moody's or S&P, or,
            if unrated, determined by PIMCO to be of comparable quality,
            subject to a maximum of 10% of assets in securities rated B by
            Moody's or S&P. The Fund is non-diversified, which means that it
            may concentrate its assets in a smaller number of issuers than a
            diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk    . Emerging Markets Risk . Liquidity Risk
              . Credit Risk           . Foreign Investment    . Derivatives Risk
              . High Yield Risk         Risk                  . Leveraging Risk
              . Market Risk           . Currency Risk         . Management Risk
              . Issuer Risk           . Concentration Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance As the Fund commenced operations in April, 1998, it does not yet
Information have a full calendar year of performance. Thus, no bar chart or
            annual returns table is included for the Fund.

53  Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund II (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.45%    None           0.40%       0.85%
            ------------------------------------------------------------------
            Administrative  0.45     0.25%          0.40        1.10
            ------------------------------------------------------------------
</TABLE>
            (1) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class       Year 1     Year 3        Year 5      Year 10
            --------------------------------------------------------------------
            <S>               <C>        <C>           <C>         <C>
            Institutional     $87        $271          $471        $1,049
            --------------------------------------------------------------------
            Administrative    112         350           606         1,340
            --------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 54
<PAGE>

            PIMCO Strategic Balanced Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum         Intermediate        B to Aaa; maximum 10%
and           total return,         maturity fixed      below Baa
Strategies    consistent with       income securities
              preservation of       and S&P 500 stock   Dividend Frequency
              capital and           index derivatives   Declared and
              prudent                                   distributed quarterly
              investment            Average Portfolio
              management            Duration 0-6 years



            The Fund seeks to achieve its investment objective by normally
            investing in a combination of fixed income securities and equity
            securities or derivatives on equity securities. The percentage of
            the Fund's assets invested in equities and equity derivatives or
            in fixed income securities will be determined based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income securities within specific phases of the
            business cycle. The Fund's equity exposure will vary between 45%
            and 75% of assets, and its fixed income exposure will range from a
            minimum of 25% to a maximum of 55%.

             The Fund's equity exposure normally consists of S&P 500
            derivatives, backed by a portfolio of short-term Fixed Income
            Instruments. PIMCO uses S&P 500 derivatives in addition to or in
            place of S&P 500 stocks to attempt to equal or exceed the
            performance of the S&P 500. The value of S&P 500 derivatives
            closely track changes in the value of the index. However, S&P 500
            derivatives may be purchased with a fraction of the assets that
            would be needed to purchase the equity securities directly, so
            that the remainder of the assets may be invested in Fixed Income
            Instruments. PIMCO will actively manage the fixed income assets
            serving as cover for derivatives, as well as any other fixed
            income assets held by the Fund, with a view toward enhancing the
            Fund's total return investment performance. Though the Fund does
            not normally invest directly in S&P 500 securities, when S&P 500
            derivatives appear to be overvalued relative to the S&P 500, the
            Fund may invest the equity portion of its assets in a "basket" of
            S&P 500 stocks.

             The Fund's fixed income exposure will normally consist of a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The securities may be of any maturity. The average
            portfolio duration of the fixed income portion of this Fund's
            assets will normally vary within a three- to six-year time frame.
            The Fixed Income Instruments in which the Fund invests are
            primarily investment grade, but the Fund may invest up to 10% of
            its assets in high yield securities ("junk bonds") rated B or
            higher by Moody's or S&P, or, if unrated, determined by PIMCO to
            be of comparable quality. The Fund may invest up to 20% of its
            assets in securities denominated in foreign currencies, and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements. The Fund
            may lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of net income earned on the
            Fund's investments, plus capital appreciation arising from
            increases in the market value of the Fund's holdings.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Market Risk           . Derivatives Risk     . Mortgage Risk
             . Issuer Risk           . Liquidity Risk       . Leveraging Risk
             . Interest Rate Risk    . Foreign Investment   . Management Risk
             . Credit Risk             Risk
                                     . Currency Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of broad-based securities market indices and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            The Administrative Class of the Fund has not commenced operations
            as of the date of this prospectus. Past performance is no
            guarantee of future results.

55 Pacific Investment Management Series
<PAGE>

            PIMCO Strategic Balanced Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                           More Recent Return Information
                                           -------------------------------------
                                           1/1/99-6/30/99                  6.56%

                   '97      '98            Highest and Lowest Quarter Returns
                  24.17%   19.66%          (for periods shown in the bar chart)
                                           -------------------------------------
                                           Highest (2nd Qtr. '97)         12.23%
                                           -------------------------------------
                                           Lowest (3rd Qtr. '98)          -4.60%

                        Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>                                                      Fund Inception
                                                             1 Year (6/28/96)(4)
            --------------------------------------------------------------------
            <S>                                              <C>    <C>
            Institutional Class                              19.66% 21.72%
            --------------------------------------------------------------------
            S&P 500 Index(1)                                 28.58% 29.11%
            --------------------------------------------------------------------
            S&P 500 and Lehman Aggregate Bond Index Blend(2) 15.03% 17.46%
            --------------------------------------------------------------------
            Lipper Balanced Fund Avg(3)                      13.50% 16.74%
            --------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The index used for the Fund is a static blend consisting 60%
                of the S&P 500 Composite Stock Price Index and 40% of the
                Lehman Brothers Aggregate Bond Index. This blended index
                reflects the Fund's investment strategy more accurately than
                the S&P 500 Index. It is not possible to invest directly in
                the index.
            (3) The Lipper Balanced Fund Average is a total return performance
                average of Funds tracked by Lipper Analytical Services, Inc.,
                whose primary objective is to conserve principal by
                maintaining at all times a balanced portfolio of both stocks
                and bonds. It does not take into account sales charges.
            (4) The Fund began operations on 6/28/96. Index comparisons began
                on 6/30/96.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            --------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.40%    None           0.25%       0.65%
            --------------------------------------------------------------------
            Administrative  0.40     0.25%          0.25        0.90
            --------------------------------------------------------------------
 </TABLE>
            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            --------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $66      $208           $362        $  810
            --------------------------------------------------------------------
            Administrative   92       287            498         1,108
            --------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 56
<PAGE>

            PIMCO Convertible Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks maximum          Convertible          Caa to Aaa; maximum
and           total return,          securities           35% below Baa and
Strategies    consistent with                             10% below B
              prudent
              investment             Average Portfolio    Dividend Frequency
              management             Duration             Declared and
                                     N/A                  distributed quarterly


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of convertible securities. Convertible
            securities include but are not limited to: corporate bonds,
            debentures, notes or preferred stocks and their hybrids that can
            be converted into (exchanged for) common stock or other
            securities, such as warrants or options, which provide an
            opportunity for equity participation.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 35% of its assets in high yield securities
            ("junk bonds") rated Caa or higher by Moody's or CCC or higher by
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality. The Fund may only invest up to 10% of its assets in
            convertible securities rated Caa or CCC or, if unrated, determined
            by PIMCO to be of comparable quality. The Fund may also invest up
            to 20% of its assets in securities denominated in foreign
            currencies, and may invest beyond this limit in U.S. dollar-
            denominated securities of foreign issuers. In addition, the Fund
            may invest up to 35% of its assets in common stocks or in other
            Fixed Income Instruments.

             Rather than investing directly in the securities in which it
            primarily invests, the Fund may use other investment techniques to
            gain exposure to market movements related to such securities, such
            as entering into a series of contracts to buy or sell such
            securities. The "total return" sought by the Fund consists of
            income earned on the Fund's investments, plus capital appreciation
            arising from increases in the market value of the Fund's holdings.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Market Risk           . High Yield Risk      . Foreign Investment
             . Issuer Risk           . Derivatives Risk       Risk
             . Emerging Markets Risk . Liquidity Risk       . Currency Risk
             . Interest Rate Risk    . Smaller Company Risk . Leveraging Risk
             . Credit Risk                                  . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance As the Fund commenced operations in April, 1999, it does not yet
Information have a full calendar year of performance. Thus, no bar chart or
            annual returns table is included for the Fund.

57 Pacific Investment Management Series
<PAGE>

            PIMCO Convertible Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.40%    None           0.25%       0.65%
            ------------------------------------------------------------------
            Administrative  0.40     0.25%          0.25        0.90
            ------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.
<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $66      $208           $362         $810
            ------------------------------------------------------------------
            Administrative   92       287            498        1,108
            ------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 58
<PAGE>

            PIMCO StocksPLUS Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks total           S&P 500 stock       B to Aaa; maximum 10%
and           return which          index derivatives   below Baa
Strategies    exceeds that of       backed by a
              the S&P 500           portfolio of        Dividend Frequency
                                    short-term fixed    Declared and
                                    income securities   distributed quarterly

                                    Average Portfolio
                                    Duration
                                    0-1 year

            The Fund seeks to exceed the total return of the S&P 500 by
            investing under normal circumstances substantially all of its
            assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Fund may invest in common stocks, options,
            futures, options on futures and swaps. The Fund uses S&P 500
            derivatives in addition to or in place of S&P 500 stocks to
            attempt to equal or exceed the performance of the S&P 500. The
            value of S&P 500 derivatives closely track changes in the value of
            the index. However, S&P 500 derivatives may be purchased with a
            fraction of the assets that would be needed to purchase the equity
            securities directly, so that the remainder of the assets may be
            invested in Fixed Income Instruments. PIMCO actively manages the
            fixed income assets held by the Fund with a view toward enhancing
            the Fund's total return, subject to an overall portfolio duration
            which is normally not expected to exceed one year.

             The S&P 500 is composed of 500 selected common stocks that
            represent approximately two-thirds of the total market value of
            all U.S. common stocks. The Fund is neither sponsored by nor
            affiliated with S&P. The Fund seeks to remain invested in S&P 500
            derivatives or S&P 500 stocks even when the S&P 500 is declining.

             Though the Fund does not normally invest directly in S&P 500
            securities, when S&P 500 derivatives appear to be overvalued
            relative to the S&P 500, the Fund may invest all of its assets in
            a "basket" of S&P 500 stocks. Individual stocks are selected based
            on an analysis of the historical correlation between the return of
            every S&P 500 stock and the return on the S&P 500 itself. PIMCO
            may employ fundamental analysis of factors such as earnings and
            earnings growth, price to earnings ratio, dividend growth, and
            cash flows to choose among stocks that satisfy the correlation
            tests. Stocks chosen for the Fund are not limited to those with
            any particular weighting in the S&P 500.

             Assets not invested in equity securities or derivatives may be
            invested in Fixed Income Instruments. The Fund may invest up to
            10% of its assets in high yield securities ("junk bonds") rated B
            or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund may invest up to 20% of its
            assets in securities denominated in foreign currencies and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates. In addition, the Fund may
            lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income.

- --------------------------------------------------------------------------------
Principal   Under certain conditions, generally in a market where the value of
Risks       both S&P 500 derivatives and fixed income securities are
            declining, the Fund may experience greater losses than would be
            the case if it invested directly in a portfolio of S&P 500 stocks.
            Among the principal risks of investing in the Fund, which could
            adversely affect its net asset value, yield and total return, are:

             . Market Risk           . Interest Rate Risk   . Mortgage Risk
             . Issuer Risk           . Liquidity Risk       . Leveraging Risk
             . Derivatives Risk      . Foreign Investment   . Management Risk
             . Credit Risk             Risk
                                     . Currency Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risk of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Institutional Class Shares.
            For periods prior to the inception date of Administrative Class
            shares (1/7/97), performance information shown in the table for
            that class is based on the performance of the Fund's Institutional
            Class shares. The prior Institutional Class performance has been
            adjusted to reflect the actual 12b-1/service fees and other
            expenses paid by Administrative Class shares. Past performance is
            no guarantee of future results.

59 Pacific Investment Management Series
<PAGE>

            PIMCO StocksPLUS Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                11.62%
               Annual Return

    '94     '95     '96     '97     '98     Highest and Lowest Quarter Returns
   2.92%  40.52%  23.07%  32.85%  28.33%    (for periods shown in the bar chart)
                                            ------------------------------------
                                            Highest (4th Qtr. '98)        21.45%
                                            ------------------------------------
                                            Lowest (3rd Qtr. '98)         -9.77%

      Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                 1 Year   5 Years   (5/13/93)(3)
            ----------------------------------------------------------------------
            <S>                                  <C>      <C>       <C>
            Institutional Class                  28.33%   24.86%    23.62%
            ----------------------------------------------------------------------
            Administrative Class                 27.85%   24.48%    23.26%
            ----------------------------------------------------------------------
            S&P 500 Index(1)                     28.58%   24.06%    22.63%
            ----------------------------------------------------------------------
            Lipper Growth & Income Fund Avg(2)   15.80%   18.41%    17.71%
            ----------------------------------------------------------------------
</TABLE>

            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The Lipper Growth & Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that combine a growth-of-earnings orientation
                and an income requirement for level and/or rising dividends.
                It does not take into account sales charges.
            (3) The Fund began operations on 5/13/93. Index comparisons began
                on 4/30/93.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Institutional Class or Administrative Class shares of the
of the      Fund:
Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                     Distribution               Total Annual
                            Advisory and/or Service Other       Fund Operating
            Share Class     Fees     (12b-1) Fees   Expenses(1) Expenses
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   0.40%    None           0.25%       0.65%
            ------------------------------------------------------------------
            Administrative  0.40     0.25%          0.25        0.90
            ------------------------------------------------------------------
</TABLE>

            (1) Other Expenses reflects a 0.25% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Institutional Class or Administrative Class shares
            of the Fund with the costs of investing in other mutual funds. The
            Examples assume that you invest $10,000 in the noted class of
            shares for the time periods indicated, and then redeem all your
            shares at the end of those periods. The Examples also assume that
            your investment has a 5% return each year, the reinvestment of all
            dividends and distributions, and that the Fund's operating
            expenses remain the same. Although your actual costs may be higher
            or lower, the Examples show what your costs would be based on
            these assumptions.

<TABLE>
<CAPTION>
            Share Class     Year 1   Year 3         Year 5      Year 10
            ------------------------------------------------------------------
            <S>             <C>      <C>            <C>         <C>
            Institutional   $66      $208           $362         $810
            ------------------------------------------------------------------
            Administrative   92       287            498        1,108
            ------------------------------------------------------------------
</TABLE>
                                                                 Prospectus 60
<PAGE>
PAGE>


            Summary of Principal Risks

            The value of your investment in a Fund changes with the values of
            that Fund's investments. Many factors can affect those values. The
            factors that are most likely to have a material effect on a
            particular Fund's portfolio as a whole are called "principal
            risks." The principal risks of each Fund are identified in the
            Fund Summaries and are described in this section. Each Fund may be
            subject to additional principal risks and risks other than those
            described below because the types of investments made by a Fund
            can change over time. Securities and investment techniques
            mentioned in this summary and described in greater detail under
            "Characteristics and Risks of Securities and Investment
            Techniques" appear in bold type. That section and "Investment
            Objectives and Policies" in the Statement of Additional
            Information also include more information about the Funds, their
            investments and the related risks. There is no guarantee that a
            Fund will be able to achieve its investment objective.

Interest    As interest rates rise, the value of fixed income securities held
Rate Risk   by a Fund are likely to decrease. Securities with longer durations
            tend to be more sensitive to changes in interest rates, usually
            making them more volatile than securities with shorter durations.

Credit      A Fund could lose money if the issuer or guarantor of a fixed
Risk        income security, or the counterparty to a derivatives contract,
            repurchase agreement or a loan of portfolio securities, is unable
            or unwilling to make timely principal and/or interest payments, or
            to otherwise honor its obligations. Securities are subject to
            varying degrees of credit risk, which are often reflected in
            credit ratings. Municipal bonds are subject to the risk that
            litigation, legislation or other political events, local business
            or economic conditions, or the bankruptcy of the issuer could have
            a significant effect on an issuer's ability to make payments of
            principal and/or interest.

High        Funds that invest in high yield securities and unrated securities
Yield       of similar credit quality (commonly known as "junk bonds") may be
Risk        subject to greater levels of interest rate, credit and liquidity
            risk than Funds that do not invest in such securities. High yield
            securities are considered predominately speculative with respect
            to the issuer's continuing ability to make principal and interest
            payments. An economic downturn or period of rising interest rates
            could adversely affect the market for high yield securities and
            reduce a Fund's ability to sell its high yield securities
            (liquidity risk).

Market      The market price of securities owned by a Fund may go up or down,
Risk        sometimes rapidly or unpredictably. Securities may decline in
            value due to factors affecting securities markets generally or
            particular industries represented in the securities markets. The
            value of a security may decline due to general market conditions
            which are not specifically related to a particular company, such
            as real or perceived adverse economic conditions, changes in the
            general outlook for corporate earnings, changes in interest or
            currency rates or adverse investor sentiment generally. They may
            also decline due to factors which affect a particular industry or
            industries, such as labor shortages or increased production costs
            and competitive conditions within an industry. Equity securities
            generally have greater price volatility than fixed income
            securities.

Issuer      The value of a security may decline for a number of reasons which
Risk        directly relate to the issuer, such as management performance,
            financial leverage and reduced demand for the issuer's goods or
            services.

Liquidity   Liquidity risk exists when particular investments are difficult to
Risk        purchase or sell. A Fund's investments in illiquid securities may
            reduce the returns of the Fund because it may be unable to sell
            the illiquid securities at an advantageous time or price. Funds
            with principal investment strategies that involve foreign
            securities, derivatives or securities with substantial market
            and/or credit risk tend to have the greatest exposure to liquidity
            risk.

61 Pacific Investment Management Series
<PAGE>

Derivatives Each Fund (except the Money Market Fund) may use derivatives,
Risk        which are financial contracts whose value depends on, or is
            derived from, the value of an underlying asset, reference rate or
            index. The various derivative instruments that the Funds may use
            are referenced under "Characteristics and Risks of Securities and
            Investment Techniques--Derivatives" in this Prospectus and
            described in more detail under "Investment Objectives and
            Policies" in the Statement of Additional Information. The Funds
            typically use derivatives as a substitute for taking a position in
            the underlying asset and/or part of a strategy designed to reduce
            exposure to other risks, such as interest rate or currency risk.
            The Funds may also use derivatives for leverage, in which case
            their use would involve leveraging risk. A Fund's use of
            derivative instruments involves risks different from, or possibly
            greater than, the risks associated with investing directly in
            securities and other traditional investments. Derivatives are
            subject to a number of risks described elsewhere in this section,
            such as liquidity risk, interest rate risk, market risk, credit
            risk and management risk. They also involve the risk of mispricing
            or improper valuation and the risk that changes in the value of
            the derivative may not correlate perfectly with the underlying
            asset, rate or index. A Fund investing in a derivative instrument
            could lose more than the principal amount invested. Also, suitable
            derivative transactions may not be available in all circumstances
            and there can be no assurance that a Fund will engage in these
            transactions to reduce exposure to other risks when that would be
            beneficial.

Mortgage    A Fund that purchases mortgage-related securities is subject to
Risk        certain additional risks. Rising interest rates tend to extend the
            duration of mortgage-related securities, making them more
            sensitive to changes in interest rates. As a result, in a period
            of rising interest rates, a Fund that holds mortgage-related
            securities may exhibit additional volatility. This is known as
            extension risk. In addition, mortgage-related securities are
            subject to prepayment risk. When interest rates decline, borrowers
            may pay off their mortgages sooner than expected. This can reduce
            the returns of a Fund because the Fund will have to reinvest that
            money at the lower prevailing interest rates.

Foreign     A Fund that invests in foreign securities may experience more
(Non-U.S.)  rapid and extreme changes in value than a Fund that invests
Investment  exclusively in securities of U.S. companies. The securities
Risk        markets of many foreign countries are relatively small, with a
            limited number of companies representing a small number of
            industries. Additionally, issuers of foreign securities are
            usually not subject to the same degree of regulation as U.S.
            issuers. Reporting, accounting and auditing standards of foreign
            countries differ, in some cases significantly, from U.S.
            standards. Also, nationalization, expropriation or confiscatory
            taxation, currency blockage, political changes or diplomatic
            developments could adversely affect a Fund's investments in a
            foreign country. In the event of nationalization, expropriation or
            other confiscation, a Fund could lose its entire investment in
            foreign securities. Adverse conditions in a certain region can
            adversely affect securities of other countries whose economies
            appear to be unrelated. To the extent that a Fund invests a
            significant portion of its assets in a concentrated geographic
            area like Eastern Europe or Asia, the Fund will generally have
            more exposure to regional economic risks associated with foreign
            investments.

Emerging    Foreign investment risk may be particularly high to the extent
Markets     that a Fund invests in emerging market securities of issuers based
Risk        in countries with developing economies. These securities may
            present market, credit, currency, liquidity, legal, political and
            other risks different from, or greater than, the risks of
            investing in developed foreign countries.

Currency    Funds that invest directly in foreign currencies or in securities
Risk        that trade in, and receive revenues in, foreign currencies (non-
            U.S.) are subject to the risk that those currencies will decline
            in value relative to the U.S. dollar, or, in the case of hedging
            positions, that the U.S. dollar will decline in value relative to
            the currency being hedged.

                                                                 Prospectus 62
<PAGE>

            Currency rates in foreign countries may fluctuate significantly
            over short periods of time for a number of reasons, including
            changes in interest rates, intervention (or the failure to
            intervene) by U.S. or foreign governments, central banks or
            supranational entities such as the International Monetary Fund, or
            by the imposition of currency controls or other political
            developments in the U.S. or abroad. As a result, the Fund's
            investments in foreign currency-denominated securities may reduce
            the returns of the Fund.

Concentra-  Concentration of investments in a small number of issuers,
tion Risk   industries or foreign currencies increases risk. The California
            Intermediate Municipal Bond, New York Intermediate Municipal Bond,
            Real Return Bond, Global Bond, Global Bond II, Foreign Bond,
            International Bond, Emerging Markets Bond and Emerging Markets
            Bond II Funds are "non-diversified," which means that they may
            invest a greater percentage of their assets in the securities of a
            single issuer (such as bonds issued by a particular state) than
            the other Funds. Funds that invest in a relatively small number of
            issuers are more susceptible to risks associated with a single
            economic, political or regulatory occurrence than a more
            diversified portfolio might be. Some of those issuers also may
            present substantial credit or other risks. Similarly, a Fund may
            be more sensitive to adverse economic, business or political
            developments if it invests a substantial portion of its assets in
            the bonds of similar projects or from issuers in the same state.

Leveraging  Certain Funds may engage in transactions that may give rise to a
Risk        form of leverage. Such transactions may include, among others,
            reverse repurchase agreements, loans of portfolios securities, and
            the use of when-issued, delayed delivery or forward commitment
            transactions. The use of derivatives may also create leveraging
            risk. To mitigate leveraging risk, PIMCO will segregate liquid
            assets or otherwise cover the transactions that may give rise to
            such risk. The use of leverage may cause a Fund to liquidate
            portfolio positions when it may not be advantageous to do so to
            satisfy its obligations or to meet segregation requirements.
            Leverage, including borrowing, may cause a Fund to be more
            volatile than if the Fund had not been leveraged. This is because
            leverage tends to exaggerate the effect of any increase or
            decrease in the value of a Fund's portfolio securities.

Smaller     The general risks associated with fixed income securities are
Company     particularly pronounced for securities issued by companies with
Risk        smaller market capitalizations. These companies may have limited
            product lines, markets or financial resources or they may depend
            on a few key employees. As a result, they may be subject to
            greater levels of credit, market and issuer risk. Securities of
            smaller companies may trade less frequently and in lesser volumes
            than more widely held securities and their values may fluctuate
            more sharply than other securities. Companies with medium-sized
            market capitalizations may have risks similar to those of smaller
            companies.

Management  Each Fund is subject to management risk because it is an actively
Risk        managed investment portfolio. PIMCO and each individual portfolio
            manager will apply investment techniques and risk analyses in
            making investment decisions for the Funds, but there can be no
            guarantee that these will produce the desired results.

California  Because the California Intermediate Municipal Bond Fund
State-      concentrates its investments in California municipal bonds, the
Specific    Fund may be affected significantly by economic, regulatory or
Risk        political developments affecting the ability of California issuers
            to pay interest or repay principal. Provisions of the California
            Constitution and State statutes which limit the taxing and
            spending authority of California governmental entities may impair
            the ability of California issuers to pay principal and/or interest
            on their obligations. While California's economy is broad, its
            does have major concentrations in high technology, aerospace and
            defense-related manufacturing, trade, entertainment, real estate
            and financial services, and may be sensitive to economic problems
            affecting those industries. Future California political and
            economic developments, constitutional amendments, legislative
            measures, executive orders, administrative regulations, litigation
            and voter initiatives could have an adverse effect on the debt
            obligations of California issuers.

63 Pacific Investment Management Series
<PAGE>


New York    Because the New York Intermediate Municipal Bond Fund concentrates
State-      its investments in New York municipal bonds, the Fund may be
Specific    affected significantly by economic, regulatory or political
Risk        developments affecting the ability of New York issuers to pay
            interest or repay principal. Certain issuers of New York municipal
            bonds have experienced serious financial difficulties in recent
            years. A reoccurrence of these difficulties may impair the ability
            of certain New York issuers to pay principal or interest on their
            obligations. The financial health of New York City affects that of
            the State, and when New York City experiences financial difficulty
            it may have an adverse affect on New York municipal bonds held by
            the Fund. The growth rate of New York has recently been somewhat
            slower than the nation overall. The economic and financial
            condition of New York also may be affected by various financial,
            social, economic and political factors.

            Management of the Funds

Investment  PIMCO serves as the investment adviser and the administrator
Adviser     (serving in its capacity as administrator, the "Administrator")
and         for the Funds. Subject to the supervision of the Board of
Adminis-    Trustees, PIMCO is responsible for managing the investment
trator      activities of the Funds and the Funds' business affairs and other
            administrative matters.

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            September 30, 1999, PIMCO had approximately $181 billion in assets
            under management.

Advisory    Each Fund pays PIMCO fees in return for providing investment
Fees        advisory services. For the fiscal year ended March 31, 1999, the
            Funds paid monthly advisory fees to PIMCO at the following annual
            rates (stated as a percentage of the average daily net assets of
            each Fund taken separately):

<TABLE>
<CAPTION>
            Fund                                             Advisory Fees
            -------------------------------------------------------------------
            <S>                                              <C>
            Money Market Fund                                    0.15%
            Short-Term, Low Duration, Low Duration II, Low
             Duration III, Low Duration Mortgage, Moderate
             Duration, Real Return Bond, Total Return,
             Total Return II, Total Return III, Total
             Return Mortgage, High Yield, Long-Term U.S.
             Government, Municipal Bond, Global Bond,
             Global Bond II, Foreign Bond and International
             Bond Funds                                          0.25%
            Strategic Balanced and StocksPLUS Funds              0.40%
            Emerging Markets Bond and Emerging Markets Bond
             II Funds                                            0.45%
</TABLE>

             The Short Duration Municipal Income, California Intermediate
            Municipal Bond, New York Intermediate Municipal Bond, Long
            Duration and Convertible Bond Funds were not operational during
            the fiscal year ended March 31, 1999. The investment advisory fees
            for the Short Duration Municipal Income, California Intermediate
            Municipal Bond, New York Intermediate Municipal Bond, Long
            Duration and Convertible Bond Funds are at an annual rate of
            0.20%, 0.25%, 0.25%, 0.25% and 0.40%, respectively, based upon the
            average daily net assets of the Fund.

Adminis-    Each Fund pays for the administrative services it requires under a
trative     fee structure which is essentially fixed. Institutional and
Fees        Administrative Class shareholders of each Fund pay an
            administrative fee to PIMCO, computed as a percentage of the
            Fund's assets attributable in the aggregate to that class of
            shares. PIMCO, in turn, provides or procures administrative
            services for Institutional and Administrative Class shareholders
            and also bears the costs of various third-party services required
            by the Funds, including audit, custodial, portfolio accounting,
            legal, transfer agency and printing costs. The result of this fee
            structure is an expense level for Institutional and Administrative
            Class shareholders of each Fund that, with limited exceptions, is
            precise and predictable under ordinary circumstances.

                                                                  Prospectus 64
<PAGE>


             For the fiscal year ended March 31, 1999, the Funds paid PIMCO
            monthly administrative fees at the following annual rates (stated
            as a percentage of the average daily net assets attributable in
            the aggregate to the Fund's Institutional and Administrative Class
            shares):

<TABLE>
<CAPTION>
            Fund                                     Administrative Fees
            -----------------------------------------------------------------
            <S>                                      <C>
            Low Duration and Total Return Funds             0.18%
            Money Market, Short-Term and Moderate
             Duration Funds                                 0.20%
            Low Duration II, Low Duration III, Low
             Duration Mortgage, Real Return Bond,
             Total Return II, Total Return III,
             Total Return Mortgage, High Yield,
             Long-Term U.S. Government, Municipal
             Bond, Foreign Bond, International Bond,
             Strategic Balanced and StocksPLUS Funds        0.25%
            Global Bond and Global Bond II Funds            0.30%
            Emerging Markets Bond and Emerging
             Markets Bond II Funds                          0.40%
</TABLE>

             The Short Duration Municipal Income, California Intermediate
            Municipal Bond, New York Intermediate Municipal Bond, Long
            Duration and Convertible Bond Funds were not operational during
            the fiscal year ended March 31, 1999. The administrative fees for
            the Short Duration Municipal Income, California Intermediate
            Municipal Bond, New York Intermediate Municipal Bond, Long
            Duration and Convertible Bond Funds are at an annual rate of
            0.19%, 0.24%, 0.24%, 0.25% and 0.25%, respectively, based upon the
            average daily net assets of the Fund.

65 Pacific Investment Management Series
<PAGE>

Individual  The following individuals have primary responsibility for managing
Portfolio   each of the noted Funds.
Managers

<TABLE>
<CAPTION>
                                                               Recent Professional
         Fund                      Portfolio Manager    Since  Experience
         ---------------------------------------------------------------------------------------------------------------------------
         <C>                       <C>                  <C>    <S>
         Money Market              Paul A. McCulley     11/99  Executive Vice President, PIMCO. He has managed fixed income assets
         Short-Term                                     8/99   since joining PIMCO in April, 1999. Prior to joining PIMCO, Mr.
                                                               McCulley was associated with Warburg Dillon Read as a Managing
                                                               Director and Head of Economic and Strategy Research for the Americas,
                                                               where he managed macro research world-wide.

         Low Duration              William H. Gross     5/87*  Managing Director, Chief Investment Officer and a founding partner of
         Low Duration II                                11/91* PIMCO. He leads a team which manages the Moderate Duration, Strategic
         Low Duration III                               12/96* Balanced and StocksPLUS Funds.
         Moderate Duration                              12/96*
         Total Return                                   5/87*
         Total Return II                                12/91*
         Total Return III                               5/91*
         Strategic Balanced                             1/98
         StocksPLUS                                     1/98

         Low Duration Mortgage     William C. Powers    7/97*  Managing Director, PIMCO. He joined PIMCO as a Portfolio Manager in
                                                               1991, and has managed fixed income accounts for various institutional
                                                               clients and funds since that time.

         Real Return Bond          John B. Brynjolfsson 1/97*  Senior Vice President, PIMCO. He joined PIMCO as a Portfolio Manager
                                                               in 1989, and has managed fixed income accounts for various
                                                               institutional clients and funds since that time.

         Total Return Mortgage     Pasi M. Hamalainen   7/97*  Executive Vice President, PIMCO. He joined PIMCO as a Portfolio
         Long-Term U.S. Government                      7/97   Manager in 1994, and has managed fixed income accounts for various
         Long Duration                                         institutional clients and funds since that time.

         High Yield                Benjamin L. Trosky   12/92  Managing Director, PIMCO. He joined PIMCO as a Portfolio Manager in
                                                               1990, and has managed fixed income accounts for various institutional
                                                               clients and funds since that time.

         Short Duration            Benjamin Ehlert      9/99*  Executive Vice President, PIMCO. He has been a Portfolio Manager for
         Municipal Income                                      PIMCO since 1986, and has managed fixed income accounts for various
         Municipal Bond                                 12/97* institutional clients and funds since that time.
         California Intermediate                        9/99*
          Municipal Bond
         New York Intermediate                          9/99*
          Municipal Bond


         Global Bond               Lee R. Thomas, III   7/95   Managing Director and Senior International Portfolio Manager, PIMCO.
         Global Bond II                                10/95*  He joined PIMCO as a Portfolio Manager in 1995, and has managed fixed
         Foreign Bond                                   7/95   income accounts for various institutional clients and funds since
         International Bond                             7/95   that time. Prior to joining PIMCO, he was associated with Investcorp
                                                               as a member of the management committee responsible for global
                                                               securities and foreign exchange trading.

         Emerging Markets Bond     Mohamed El-Erian     8/99   Executive Vice President, PIMCO. He joined PIMCO as a Portfolio
         Emerging Markets Bond II                              Manager in 1999. Prior to joining PIMCO, he was a Managing Director
                                                               for Salomon Smith Barney/Citibank, where he was head of emerging
                                                               markets research. Prior to that he was associated with the
                                                               International Monetary Fund as a Deputy Director and Advisor.

         Convertible Bond          Sandra K. Durn       4/99*  Vice President, PIMCO. She joined PIMCO as a Portfolio Manager in
                                                               1999. Prior to joining PIMCO in 1999, she was associated with
                                                               Nicholas-Applegate Capital Management where she was a Convertible
                                                               Securities Portfolio Manager from 1995 to 1999, and a Quantitative
                                                               Analyst since 1994.
</TABLE>
            -------
            * Since inception of the Fund.

Distributor The Trust's Distributor is PIMCO Funds Distributors LLC, a wholly
            owned subsidiary of PIMCO Advisors L.P. The Distributor, located
            at 2187 Atlantic Street, Stamford CT 06902, is a broker-dealer
            registered with the Securities and Exchange Commission.

                                                                 Prospectus 66
<PAGE>

            Investment Options--
            Institutional Class and Administrative Class Shares

            The Trust offers investors Institutional Class and Administrative
            Class shares of the Funds in this Prospectus.

             The Trust does not charge any sales charges (loads) or other fees
            in connection with purchases, sales (redemptions) or exchanges of
            Institutional Class or Administrative Class shares. Administrative
            Class shares are subject to a higher level of operating expenses
            than Institutional Class shares due to the additional service
            and/or distribution fees paid by Administrative Class shares as
            described below. Therefore, Institutional Class shares will
            generally pay higher dividends and have a more favorable
            investment return than Administrative Class shares.

              . Service and Distribution (12b-1) Fees--Administrative Class
            Shares. The Trust has adopted an Administrative Services Plan for
            the Administrative Class shares of each Fund. It has also adopted
            a Distribution Plan for the Administrative Class shares of each
            Fund. Each Plan has been adopted in accordance with the
            requirements of Rule 12b-1 under the Investment Company Act of
            1940 and is administered in accordance with that rule. However,
            shareholders do not have the voting rights set forth in Rule 12b-1
            with respect to the Administrative Services Plan.

             Each Plan allows the Funds to use its Administrative Class assets
            to reimburse financial intermediaries that provide services
            relating to Administrative Class shares. The Distribution Plan
            permits reimbursement for expenses in connection with the
            distribution and marketing of Administrative Class shares and/or
            the provision of shareholder services to Administrative Class
            shareholders. The Administrative Services Plan permits
            reimbursement for services in connection with the administration
            of plans or programs that use Administrative Class shares of the
            Funds as their funding medium and for related expenses.

             In combination, the Plans permit a Fund to make total
            reimbursements at an annual rate of up to 0.25% of the Fund's
            average daily net assets attributable to its Administrative Class
            shares. The same entity may not receive both distribution and
            administrative services fees with respect to the same
            Administrative Class assets, but may receive fees under each Plan
            with respect to separate assets. Because these fees are paid out
            of a Fund's Administrative Class assets on an ongoing basis, over
            time they will increase the cost of an investment in
            Administrative Class shares and may cost an investor more than
            other types of sales charges.

              . Arrangements with Service Agents. Institutional Class and
            Administrative Class shares of the Funds may be offered through
            certain brokers and financial intermediaries ("service agents")
            that have established a shareholder servicing relationship with
            the Trust on behalf of their customers. The Trust pays no
            compensation to such entities other than service and/or
            distribution fees paid with respect to Administrative Class
            shares. Service agents may impose additional or different
            conditions than the Trust on purchases, redemptions or exchanges
            of Fund shares by their customers. Service agents may also
            independently establish and charge their customers transaction
            fees, account fees and other amounts in connection with purchases,
            sales and redemptions of Fund shares in addition to any fees
            charged by the Trust. These additional fees may vary over time and
            would increase the cost of the customer's investment and lower
            investment returns. Each service agent is responsible for
            transmitting to its customers a schedule of any such fees and
            information regarding any additional or different conditions
            regarding purchases, redemptions and exchanges. Shareholders who
            are customers of service agents should consult their service
            agents for information regarding these fees and conditions.

67 Pacific Investment Management Series
<PAGE>

            Purchases, Redemptions and Exchanges

Purchasing  Investors may purchase Institutional Class and Administrative
Shares      Class shares of the Funds at the relevant net asset value ("NAV")
            of that class without a sales charge or other fee.

             Institutional Class shares are offered primarily for direct
            investment by investors such as pension and profit sharing plans,
            employee benefit trusts, endowments, foundations, corporations and
            high net worth individuals. Institutional Class shares may also be
            offered through certain financial intermediaries that charge their
            customers transaction or other fees with respect to their
            customers' investments in the Funds.

             Administrative Class shares are offered primarily through
            employee benefit plan alliances, broker-dealers and other
            intermediaries, and each Fund pays service and/or distribution
            fees to these entities for services they provide to Administrative
            Class shareholders.

             Pension and profit-sharing plans, employee benefit trusts and
            employee benefit plan alliances and "wrap account" programs
            established with broker-dealers or financial intermediaries may
            purchase shares of either class only if the plan or program for
            which the shares are being acquired will maintain an omnibus or
            pooled account for each Fund and will not require a Fund to pay
            any type of administrative payment per participant account to any
            third party. Shares may be offered to clients of PIMCO and its
            affiliates, and to the benefit plans of PIMCO and its affiliates.

              . Investment Minimums. The minimum initial investment for shares
            of either class is $5 million, except that the minimum initial
            investment for a registered investment adviser purchasing
            Institutional Class shares for its clients through omnibus
            accounts is $250,000 per Fund. In addition, the minimum initial
            investment does not apply to Institutional Class shares offered
            through fee-based programs sponsored and maintained by a
            registered broker-dealer and approved by the Distributor which
            each investor pays an asset based fee at an annual rate of at
            least 0.50% of the assets in the account to a financial
            intermediary for investment advisory and/or administrative
            services.

             The Trust and the Distributor may waive the minimum initial
            investment for other categories of investors at their discretion.

             The investment minimums discussed in this section and the
            limitations set forth in "Investment Limitations" below do not
            apply to participants in PIMCO Advisors Portfolio Strategies, a
            managed product sponsored by PIMCO Advisors.

              . Timing of Purchase Orders and Share Price Calculations. A
            purchase order received by the Trust's transfer agent, National
            Financial Data Services ("Transfer Agent"), prior to the close of
            regular trading (normally 4:00 p.m., Eastern time) on the New York
            Stock Exchange, on a day the Trust is open for business, together
            with payment made in one of the ways described below, will be
            effected at that day's NAV. An order received after the close of
            regular trading on the New York Stock Exchange will be effected at
            the NAV determined on the next business day. However, orders
            received by certain retirement plans and other financial
            intermediaries on a business day prior to the close of regular
            trading on the New York Stock Exchange and communicated to the
            Transfer Agent prior to 9:00 a.m., Eastern time, on the following
            business day will be effected at the NAV determined on the prior
            business day. The Trust is "open for business" on each day the New
            York Stock Exchange is open for trading, which excludes the
            following holidays: New Year's Day, Martin Luther King, Jr. Day,
            Presidents' Day, Good Friday, Memorial Day, Independence Day,
            Labor Day, Thanksgiving Day and Christmas Day. Purchase orders
            will be accepted only on days on which the Trust is open for
            business.

              . Initial Investment. Investors may open an account by
            completing and signing a Client Registration Application and
            mailing it to PIMCO Funds at 840 Newport Center Drive, Suite 300,
            Newport Beach, California 92660. A Client Registration Application
            may be obtained by calling 1-800-927-4648.

                                                                Prospectus 68
<PAGE>

             Except as described below, an investor may purchase Institutional
            Class and Administrative Class shares only by wiring federal funds
            to the Trust's Transfer Agent, National Financial Data Services,
            330 West 9th Street, 4th Floor, Kansas City, Missouri 64105.
            Before wiring federal funds, the investor must telephone the Trust
            at 1-800-927-4648 to receive instructions for wire transfer and
            must provide the following information: name of authorized person,
            shareholder name, shareholder account number, name of Fund and
            share class, amount being wired, and wiring bank name.

             An investor may purchase shares without first wiring federal
            funds if the proceeds of the investment are derived from an
            advisory account the investor maintains with PIMCO or one of its
            affiliates, from surrender or other payment from an annuity,
            insurance, or other contract held by Pacific Life Insurance
            Company, or from an investment by broker-dealers, institutional
            clients or other financial intermediaries which have established a
            shareholder servicing relationship with the Trust on behalf of
            their customers.

              . Additional Investments. An investor may purchase additional
            Institutional Class and Administrative Class shares of the Funds
            at any time by calling the Trust and wiring federal funds to the
            Transfer Agent as outlined above.

              . Other Purchase Information. Purchases of a Fund's
            Institutional Class and Administrative Class shares will be made
            in full and fractional shares. In the interest of economy and
            convenience, certificates for shares will not be issued.

             The Trust and the Distributor each reserves the right, in its
            sole discretion, to suspend the offering of shares of the Funds or
            to reject any purchase order, in whole or in part, when, in the
            judgment of management, such suspension or rejection is in the
            best interests of the Trust.

             An investor should invest in the Funds for long-term investment
            purposes only. The Trust and PIMCO each reserves the right to
            restrict purchases of Fund shares (including exchanges) when a
            pattern of frequent purchases and sales made in response to short-
            term fluctuations in share price appears evident. Notice of any
            such restrictions, if any, will vary according to the particular
            circumstances.

             Institutional Class and Administrative Class shares of the Trust
            are not qualified or registered for sale in all states. Investors
            should inquire as to whether shares of a particular Fund are
            available for offer and sale in the investor's state of residence.
            Shares of the Trust may not be offered or sold in any state unless
            registered or qualified in that jurisdiction or unless an
            exemption from registration or qualification is available.

             Subject to the approval of the Trust, an investor may purchase
            shares of a Fund with liquid securities that are eligible for
            purchase by the Fund (consistent with the Fund's investment
            policies and restrictions) and that have a value that is readily
            ascertainable in accordance with the Trust's valuation policies.
            These transactions will be effected only if PIMCO intends to
            retain the security in the Fund as an investment. Assets purchased
            by a Fund in such a transaction will be valued in generally the
            same manner as they would be valued for purposes of pricing the
            Fund's shares, if such assets were included in the Fund's assets
            at the time of purchase. The Trust reserves the right to amend or
            terminate this practice at any time.

              . Retirement Plans. Shares of the Funds are available for
            purchase by retirement and savings plans, including Keogh plans,
            401(k) plans, 403(b) custodial accounts, and Individual Retirement
            Accounts. The administrator of a plan or employee benefits office
            can provide participants or employees with detailed information on
            how to participate in the plan and how to elect a Fund as an
            investment option. Participants in a retirement or savings plan
            may be permitted to elect different investment options, alter the
            amounts contributed to the plan, or change how contributions are
            allocated among investment options in accordance with the plan's
            specific provisions. The plan administrator or employee benefits
            office should be consulted for

69 Pacific Investment Management Series
<PAGE>

            details. For questions about participant accounts, participants
            should contact their employee benefits office, the plan
            administrator, or the organization that provides recordkeeping
            services for the plan. Investors who purchase shares through
            retirement plans should be aware that plan administrators may
            aggregate purchase and redemption orders for participants in the
            plan. Therefore, there may be a delay between the time the
            investor places an order with the plan administrator and the time
            the order is forwarded to the Transfer Agent for execution.

Redeeming     . Redemptions by Mail. An investor may redeem (sell)
Shares      Institutional Class and Administrative Class shares by submitting
            a written request to PIMCO Funds at 840 Newport Center Drive,
            Suite 300, Newport Beach, California 92660. The redemption request
            should state the Fund from which the shares are to be redeemed,
            the class of shares, the number or dollar amount of the shares to
            be redeemed and the account number. The request must be signed
            exactly as the names of the registered owners appear on the
            Trust's account records, and the request must be signed by the
            minimum number of persons designated on the Client Registration
            Application that are required to effect a redemption.

              . Redemptions by Telephone or Other Wire Communication. An
            investor that elects this option on the Client Registration
            Application (or subsequently in writing) may request redemptions
            of shares by calling the Trust at 1-800-927-4648, by sending a
            facsimile to 1-949-725-6830, or by other means of wire
            communication. Investors should state the Fund and class from
            which the shares are to be redeemed, the number or dollar amount
            of the shares to be redeemed and the account number. Redemption
            requests of an amount of $10 million or more may be initiated by
            telephone, but must be confirmed in writing by an authorized party
            prior to processing.

             In electing a telephone redemption, the investor authorizes PIMCO
            and the Transfer Agent to act on telephone instructions from any
            person representing himself to be the investor, and reasonably
            believed by PIMCO or the Transfer Agent to be genuine. Neither the
            Trust nor the Transfer Agent may be liable for any loss, cost or
            expense for acting on instructions (whether in writing or by
            telephone) believed by the party receiving such instructions to be
            genuine and in accordance with the procedures described in this
            Prospectus. Shareholders should realize that by electing the
            telephone or wire redemption option, they may be giving up a
            measure of security that they might have if they were to redeem
            their shares in writing. Furthermore, interruptions in telephone
            service may mean that a shareholder will be unable to effect a
            redemption by telephone when desired. The Transfer Agent also
            provides written confirmation of transactions initiated by
            telephone as a procedure designed to confirm that telephone
            instructions are genuine (written confirmation is also provided
            for redemption requests received in writing). All telephone
            transactions are recorded, and PIMCO or the Transfer Agent may
            request certain information in order to verify that the person
            giving instructions is authorized to do so. The Trust or Transfer
            Agent may be liable for any losses due to unauthorized or
            fraudulent telephone transactions if it fails to employ reasonable
            procedures to confirm that instructions communicated by telephone
            are genuine. All redemptions, whether initiated by letter or
            telephone, will be processed in a timely manner, and proceeds will
            be forwarded by wire in accordance with the redemption policies of
            the Trust detailed below. See "Other Redemption Information."

             Shareholders may decline telephone exchange or redemption
            privileges after an account is opened by instructing the Transfer
            Agent in writing at least seven business days prior to the date
            the instruction is to be effective. Shareholders may experience
            delays in exercising telephone redemption privileges during
            periods of abnormal market activity. During periods of volatile
            economic or market conditions, shareholders may wish to consider
            transmitting redemption orders by telegram, facsimile or overnight
            courier.

             Defined contribution plan participants may request redemptions by
            contacting the employee benefits office, the plan administrator or
            the organization that provides recordkeeping services for the
            plan.

                                                                 Prospectus 70
<PAGE>


              . Timing of Redemption Requests and Share Price Calculations. A
            redemption request received by the Trust or its designee prior to
            the close of regular trading on the New York Stock Exchange
            (normally 4:00 p.m., Eastern time), on a day the Trust is open for
            business, is effective on that day. A redemption request received
            after that time becomes effective on the next business day.
            Redemption requests for Fund shares are effected at the NAV per
            share next determined after receipt of a redemption request by the
            Trust or its designee. The request must properly identify all
            relevant information such as account number, redemption amount (in
            dollars or shares), the Fund name, and must be executed or
            initiated by the appropriate signatories.

              . Other Redemption Information. Redemption proceeds will
            ordinarily be wired to the investor's bank within three business
            days after the redemption request, but may take up to seven
            business days. Redemption proceeds will be sent by wire only to
            the bank name designated on the Client Registration Application.
            The Trust may suspend the right of redemption or postpone the
            payment date at times when the New York Stock Exchange is closed,
            or during certain other periods as permitted under the federal
            securities laws.

             For shareholder protection, a request to change information
            contained in an account registration (for example, a request to
            change the bank designated to receive wire redemption proceeds)
            must be received in writing, signed by the minimum number of
            persons designated on the Client Registration Application that are
            required to effect a redemption, and accompanied by a signature
            guarantee from any eligible guarantor institution, as determined
            in accordance with the Trust's procedures. Shareholders should
            inquire as to whether a particular institution is an eligible
            guarantor institution. A signature guarantee cannot be provided by
            a notary public. In addition, corporations, trusts, and other
            institutional organizations are required to furnish evidence of
            the authority of the persons designated on the Client Registration
            Application to effect transactions for the organization.

             Due to the relatively high cost of maintaining small accounts,
            the Trust reserves the right to redeem Institutional Class and
            Administrative Class shares in any account for their then-current
            value (which will be promptly paid to the investor) if at any
            time, due to redemption by the investor, the shares in the account
            do not have a value of at least $100,000. A shareholder will
            receive advance notice of a mandatory redemption and will be given
            at least 30 days to bring the value of its account up to at least
            $100,000. This mandatory redemption policy does not apply to
            participants in PIMCO Advisors Portfolio Strategies, a managed
            product sponsored by PIMCO Advisors.

             The Trust agrees to redeem shares of each Fund solely in cash up
            to the lesser of $250,000 or 1% of the Fund's net assets during
            any 90-day period for any one shareholder. In consideration of the
            best interests of the remaining shareholders, the Trust reserves
            the right to pay any redemption proceeds exceeding this amount in
            whole or in part by a distribution in kind of securities held by a
            Fund in lieu of cash. It is highly unlikely that shares would ever
            be redeemed in kind. When shares are redeemed in kind, the
            redeeming shareholder should expect to incur transaction costs
            upon the disposition of the securities received in the
            distribution.

Exchange    An investor may exchange Institutional Class or Administrative
Privilege   Class shares of a Fund for shares of the same class of any other
            Fund or other series of the Trust that offers that class based on
            the respective NAVs of the shares involved. An exchange may be
            made by following the redemption procedure described above under
            "Redemptions by Mail" or, if the investor has elected the
            telephone redemption option, by calling the Trust at 1-800-927-
            4648. An investor may also exchange shares of a Fund for shares of
            the same class of a series of PIMCO Funds: Multi-Manager Series,
            an affiliated mutual fund family composed primarily of equity
            portfolios managed by PIMCO Advisors and its subsidiary
            partnerships. Shareholders interested in such an exchange may
            request a prospectus for these other series by contacting PIMCO
            Funds at the same address and telephone number as the Trust.

71  Pacific Investment Management Series

<PAGE>


             An investor may exchange shares only with respect to Funds or
            other eligible series that are registered in the investor's state
            of residence or where an exemption from registration is available.
            An exchange order is treated the same for tax purposes as a
            redemption followed by a purchase and may result in a capital gain
            or loss, and special rules may apply in computing tax basis when
            determining gain or loss. See "Tax Consequences" in this
            Prospectus and "Taxation" in the Statement of Additional
            Information.

             The Trust reserves the right to refuse exchange purchases if, in
            the judgment of PIMCO, the purchase would adversely affect a Fund
            and its shareholders. In particular, a pattern of exchanges
            characteristic of "market-timing" strategies may be deemed by
            PIMCO to be detrimental to the Trust or a particular Fund.
            Currently, the Trust limits the number of "round trip" exchanges
            investors may make. An investor makes a "round trip" exchange when
            the investor purchases shares of a particular Fund, subsequently
            exchanges those shares for shares of a different PIMCO Fund, and
            then exchanges back into the originally purchased Fund. The Trust
            has the right to refuse any exchange for any investor who
            completes (by making the exchange back into the shares of the
            originally purchased Fund) more than six round trip exchanges in
            any twelve-month period. The Trust reserves the right to impose
            additional restrictions on exchanges at any time, although it will
            attempt to give shareholders 30 days' prior notice whenever it is
            reasonably able to do so.

            How Fund Shares Are Priced

             The net asset value ("NAV") of a Fund's Institutional and
            Administrative Class shares is determined by dividing the total
            value of a Fund's portfolio investments and other assets
            attributable to that class, less any liabilities, by the total
            number of shares outstanding of that class.

             Except for the Money Market Fund, for purposes of calculating
            NAV, portfolio securities and other assets for which market quotes
            are available are stated at market value. Market value is
            generally determined on the basis of last reported sales prices,
            or if no sales are reported, based on quotes obtained from a
            quotation reporting system, established market makers, or pricing
            services. Certain securities or investments for which daily market
            quotations are not readily available may be valued, pursuant to
            guidelines established by the Board of Trustees, with reference to
            other securities or indices. Short-term investments having a
            maturity of 60 days or less are generally valued at amortized
            cost. Exchange traded options, futures and options on futures are
            valued at the settlement price determined by the exchange. Other
            securities for which market quotes are not readily available are
            valued at fair value as determined in good faith by the Board of
            Trustees or persons acting at their direction.

             The Money Market Fund's securities are valued using the amortized
            cost method of valuation, which involves valuing a security at
            cost on the date of acquisition and thereafter assuming a constant
            accretion of a discount or amortization of a premium to maturity,
            regardless of the impact of fluctuating interest rates on the
            market value of the instrument. While this method provides
            certainty in valuation, it may result in periods during which
            value, as determined by amortized cost, is higher or lower than
            the price the Fund would receive if it sold the instrument.

             Investments initially valued in currencies other than the U.S.
            dollar are converted to U.S. dollars using exchange rates obtained
            from pricing services. As a result, the NAV of a Fund's shares may
            be affected by changes in the value of currencies in relation to
            the U.S. dollar. The value of securities traded in markets outside
            the United States or denominated in currencies other than the U.S.
            dollar may be affected significantly on a day that the New York
            Stock Exchange is closed and an investor is not able to purchase,
            redeem or exchange shares.
                                                                   Prospectus 72

<PAGE>


             Fund shares are valued at the close of regular trading (normally
            4:00 p.m., Eastern time) (the "NYSE Close") on each day that the
            New York Stock Exchange is open. For purposes of calculating the
            NAV, the Funds normally use pricing data for domestic equity
            securities received shortly after the NYSE Close and do not
            normally take into account trading, clearances or settlements that
            take place after the NYSE Close. Domestic fixed income and foreign
            securities are normally priced using data reflecting the earlier
            closing of the principal markets for those securities. Information
            that becomes known to the Funds or its agents after the NAV has
            been calculated on a particular day will not generally be used to
            retroactively adjust the price of a security or the NAV determined
            earlier that day.

             In unusual circumstances, instead of valuing securities in the
            usual manner, the Funds may value securities at fair value or
            estimate their value as determined in good faith by the Board of
            Trustees, generally based upon recommendations provided by PIMCO.
            Fair valuation may also be used if extraordinary events occur
            after the close of the relevant market but prior to the NYSE
            Close.

             Under certain circumstances, the per share NAV of the
            Administrative Class shares of the Funds may be lower than the per
            share NAV of the Institutional Class shares as a result of the
            daily expense accruals of the service and/or distribution fees
            paid by Administrative Class 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 two classes.

            Fund Distributions

            Each Fund distributes substantially all of its net investment
            income to shareholders in the form of dividends. A shareholder
            begins earning dividends on Fund shares the day after the Trust
            receives the shareholder's purchase payment. Dividends paid by
            each Fund with respect to each class of shares are calculated in
            the same manner and at the same time, but dividends on
            Administrative Class shares are expected to be lower than
            dividends on Institutional Class shares as a result of the
            distribution fees applicable to Administrative Class shares. The
            following shows when each Fund intends to declare and distribute
            income dividends to shareholders of record.

<TABLE>
<CAPTION>
                                                     Declared Daily
                                                        and Paid     Declared and
            Fund                                        Monthly     Paid Quarterly
            ----------------------------------------------------------------------
            <S>                                      <C>            <C>
            Fixed Income Funds (except the
             International Bond Fund)                      .
            ----------------------------------------------------------------------
            International Bond, Strategic Balanced,
             Convertible and StocksPLUS Funds                             .
            ----------------------------------------------------------------------
</TABLE>

             In addition, each Fund distributes any net capital gains it earns
            from the sale of portfolio securities to shareholders no less
            frequently than annually. Net short-term capital gains may be paid
            more frequently.

             A Fund's dividend and capital gain distributions with respect to
            a particular class of shares will automatically be reinvested in
            additional shares of the same class of the Fund at NAV unless the
            shareholder elects to have the distributions paid in cash. A
            shareholder may elect to have distributions paid in cash on the
            Client Registration Application or by submitting a written
            request, signed by the appropriate signatories, indicating the
            account number, Fund name(s) and wiring instructions. Shareholders
            do not pay any sales charges on shares received through the
            reinvestment of Fund distributions.

73  Pacific Investment Management Series

<PAGE>


            Tax Consequences

              . Taxes on Fund Distributions. A shareholder subject to U.S.
            federal income tax will be subject to tax on Fund distributions
            whether they are paid in cash or reinvested in additional shares
            of the Funds. For federal income tax purposes, Fund distributions
            will be taxable to the shareholder as either ordinary income or
            capital gains.

             Fund dividends (i.e., distributions of investment income) are
            taxable to shareholders as ordinary income. Federal taxes on Fund
            distributions of gains are determined by how long the Fund owned
            the investments that generated the gains, rather than how long a
            shareholder has owned the shares. Distributions of gains from
            investments that a Fund owned for more than 12 months will
            generally be taxable to shareholders as capital gains.
            Distributions of gains from investments that the Fund owned for 12
            months or less will generally be taxable as ordinary income.

             Fund distributions are taxable to shareholders even if they are
            paid from income or gains earned by a Fund prior to the
            shareholder's investment and thus were included in the price paid
            for the shares. For example, a shareholder who purchases shares on
            or just before the record date of a Fund distribution will pay
            full price for the shares and may receive a portion of his or her
            investment back as a taxable distribution.

              . Taxes on Redemption or Exchanges of Shares. Any gain resulting
            from the sale of Fund shares will generally be subject to federal
            income tax. When a shareholder exchanges shares of a Fund for
            shares of another series, the transaction will be treated as a
            sale of the Fund shares for these purposes, and any gain on those
            shares will generally be subject to federal income tax.

              . A Note on the Real Return Bond Fund. Periodic adjustments for
            inflation to the principal amount of an inflation-indexed bond may
            give rise to original issue discount, which will be includable in
            the Fund's gross income. Due to original issue discount, the Fund
            may be required to make annual distributions to shareholders that
            exceed the cash received, which may cause the Fund to liquidate
            certain investments when it is not advantageous to do so. Also, if
            the principal value of an inflation-indexed bond is adjusted
            downward due to deflation, amounts previously distributed in the
            taxable year may be characterized in some circumstances as a
            return of capital.

              . A Note on the Municipal Funds. Dividends paid to shareholders
            of the Municipal Funds and derived from Municipal Bond interest
            are expected to be designated by the Funds as "exempt-interest
            dividends" and shareholders may generally exclude such dividends
            from gross income for federal income tax purposes. The federal tax
            exemption for "exempt-interest dividends" from Municipal Bonds
            does not necessarily result in the exemption of such dividends
            from state and local taxes although the California Intermediate
            Municipal Bond Fund, and the New York Intermediate Municipal Bond
            Fund intend to arrange their affairs so that a portion of such
            distributions will be exempt from state taxes in the respective
            state. Each Municipal Fund may invest a portion of its assets in
            securities that generate income that is not exempt from federal or
            state income tax. Dividends derived from taxable interest or
            capital gains will be subject to federal income tax. The interest
            on "private activity" bonds is a tax-preference item for purposes
            of the federal alternative minimum tax. As a result, for
            shareholders that are subject to the alternative minimum tax,
            income derived from "private activity" bonds will not be exempt
            from federal income tax. The Municipal Funds seek to produce
            income that is generally exempt from federal income tax and will
            not benefit investors in tax-sheltered retirement plans or
            individuals not subject to federal income tax. Further, the
            California and New York Intermediate Municipal Bond Funds seek to
            produce income that is generally exempt from the relevant state's
            income tax and will not benefit individuals that are not subject
            to that state's income tax.

                                                                  Prospectus 74

<PAGE>


             This section relates only to federal income tax; the consequences
            under other tax laws may differ. Shareholders should consult their
            tax advisors as to the possible application of foreign, state and
            local income tax laws to Fund dividends and capital distributions.
            Please see the Statement of Additional Information for additional
            information regarding the tax aspects of investing in the Funds.

            Characteristics and Risks of
            Securities and Investment Techniques

            This section provides additional information about some of the
            principal investments and related risks of the Funds described
            under "Summary Information" above. It also describes
            characteristics and risks of additional securities and investment
            techniques that may be used by the Funds from time to time. Most
            of these securities and investment techniques are discretionary,
            which means that PIMCO can decide whether to use them or not. This
            Prospectus does not attempt to disclose all of the various types
            of securities and investment techniques that may be used by the
            Funds. As with any mutual fund, investors in the Funds rely on the
            professional investment judgment and skill of PIMCO and the
            individual portfolio managers. Please see "Investment Objectives
            and Policies" in the Statement of Additional Information for more
            detailed information about the securities and investment
            techniques described in this section and about other strategies
            and techniques that may be used by the Funds.

Securities  Most of the Funds in this prospectus seek maximum total return.
Selection   The total return sought by a Fund consists of both income earned
            on a Fund's investments and capital appreciation, if any, arising
            from increases in the market value of a Fund's holdings. Capital
            appreciation of fixed income securities generally results from
            decreases in market interest rates or improving credit
            fundamentals for a particular market sector or security.

             In selecting securities for a Fund, PIMCO develops an outlook for
            interest rates, currency exchange rates and the economy; analyzes
            credit and call risks, and uses other security selection
            techniques. The proportion of a Fund's assets committed to
            investment in securities with particular characteristics (such as
            quality, sector, interest rate or maturity) varies based on
            PIMCO's outlook for the U.S. economy and the economies of other
            countries in the world, the financial markets and other factors.

             PIMCO attempts to identify areas of the bond market that are
            undervalued relative to the rest of the market. PIMCO identifies
            these areas by grouping bonds into the following sectors: money
            markets, governments, corporates, mortgages, asset-backed and
            international. Sophisticated proprietary software then assists in
            evaluating sectors and pricing specific securities. Once
            investment opportunities are identified, PIMCO will shift assets
            among sectors depending upon changes in relative valuations and
            credit spreads. There is no guarantee that PIMCO's security
            selection techniques will produce the desired results.

U.S.        U.S. Government Securities are obligations of, or guaranteed by,
Government  the U.S. Government, its agencies or instrumentalities. U.S.
Securities  Government Securities are subject to market and interest rate
            risk, and may be subject to varying degrees of credit risk. U.S.
            Government Securities include zero coupon securities, which tend
            to be subject to greater market risk than interest-paying
            securities of similar maturities.

Corporate   Corporate debt securities are subject to the risk of the issuer's
Debt        inability to meet principal and interest payments on the
Securities  obligation and may also be subject to price volatility due to such
            factors as interest rate sensitivity, market perception of the
            creditworthiness of the issuer and general market liquidity. When
            interest rates rise, the value of corporate debt securities can be
            expected to decline. Debt securities with longer maturities tend
            to be more sensitive to interest rate movements than those with
            shorter maturities.

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Variable    Variable and floating rate securities provide for a periodic
and         adjustment in the interest rate paid on the obligations. Each
Floating    Fixed Income Fund may invest in floating rate debt instruments
Rate        ("floaters") and (except the Money Market and Municipal Bond
Securities  Funds) engage in credit spread trades. While floaters provide a
            certain degree of protection against rises in interest rates, a
            Fund will participate in any declines in interest rates as well.
            Each Fixed Income Fund (except the Money Market and Municipal Bond
            Funds) may also invest in inverse floating rate debt instruments
            ("inverse floaters"). An inverse floater may exhibit greater price
            volatility than a fixed rate obligation of similar credit quality.
            A Fund may not invest more than 5% of its assets in any
            combination of inverse floater, interest only, or principal only
            securities.

Foreign     Investing in foreign securities involves special risks and
(Non-U.S.)  considerations not typically associated with investing in U.S.
Securities  securities. Shareholders should consider carefully the substantial
            risks involved for Funds that invest in securities issued by
            foreign companies and governments of foreign countries. These
            risks include: differences in accounting, auditing and financial
            reporting standards; generally higher commission rates on foreign
            portfolio transactions; the possibility of nationalization,
            expropriation or confiscatory taxation; adverse changes in
            investment or exchange control regulations; and political
            instability. Individual foreign economies may differ favorably or
            unfavorably from the U.S. economy in such respects as growth of
            gross domestic product, rates of inflation, capital reinvestment,
            resources, self-sufficiency and balance of payments position. The
            securities markets, values of securities, yields and risks
            associated with foreign securities markets may change
            independently of each other. Also, foreign securities and
            dividends and interest payable on those securities may be subject
            to foreign taxes, including taxes withheld from payments on those
            securities. Foreign securities often trade with less frequency and
            volume than domestic securities and therefore may exhibit greater
            price volatility. Investments in foreign securities may also
            involve higher custodial costs than domestic investments and
            additional transaction costs with respect to foreign currency
            conversions. Changes in foreign exchange rates also will affect
            the value of securities denominated or quoted in foreign
            currencies.

             Certain Funds also may invest in sovereign debt issued by
            governments, their agencies or instrumentalities, or other
            government-related entities. Holders of sovereign debt may be
            requested to participate in the rescheduling of such debt and to
            extend further loans to governmental entities. In addition, there
            is no bankruptcy proceeding by which defaulted sovereign debt may
            be collected.

               .  Emerging Market Securities. The Emerging Markets Bond and
            Emerging Markets Bond II Funds invest primarily in securities of
            issuers based in countries with developing (or "emerging market")
            economies, while the Short-Term, Low Duration and Low Duration III
            Funds may invest up to 5% of their assets in such securities and
            each remaining Fund that may invest in foreign securities may
            invest up to 10% of its assets in such securities. Investing in
            emerging market securities imposes risks different from, or
            greater than, risks of investing in domestic securities or in
            foreign, developed countries. These risks include: smaller market
            capitalization of securities markets, which may suffer periods of
            relative illiquidity; significant price volatility; restrictions
            on foreign investment; possible repatriation of investment income
            and capital. In addition, foreign investors may be required to
            register the proceeds of sales; future economic or political
            crises could lead to price controls, forced mergers, expropriation
            or confiscatory taxation, seizure, nationalization, or creation of
            government monopolies. The currencies of emerging market countries
            may experience significant declines against the U.S. dollar, and
            devaluation may occur subsequent to investments in these
            currencies by a Fund. Inflation and rapid fluctuations in
            inflation rates have had, and may continue to have, negative
            effects on the economies and securities markets of certain
            emerging market countries.

                                                                   Prospectus 76

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             Additional risks of emerging markets securities may include:
            greater social, economic and political uncertainty and
            instability; more substantial governmental involvement in the
            economy; less governmental supervision and regulation;
            unavailability of currency hedging techniques; companies that are
            newly organized and small; differences in auditing and financial
            reporting standards, which may result in unavailability of
            material information about issuers; and less developed legal
            systems. In addition, emerging securities markets may have
            different clearance and settlement procedures, which may be unable
            to keep pace with the volume of securities transactions or
            otherwise make it difficult to engage in such transactions.
            Settlement problems may cause a Fund to miss attractive investment
            opportunities, hold a portion of its assets in cash pending
            investment, or be delayed in disposing of a portfolio security.
            Such a delay could result in possible liability to a purchaser of
            the security.

             Each Fixed Income Fund (except the Long-Term U.S. Government and
            Municipal Bond Funds) may invest in Brady Bonds, which are
            securities created through the exchange of existing commercial
            bank loans to sovereign entities for new obligations in connection
            with a debt restructuring. Investments in Brady Bonds may be
            viewed as speculative. Brady Bonds acquired by a Fund may be
            subject to restructuring arrangements or to requests for new
            credit, which may cause the Fund to suffer a loss of interest or
            principal on any of its holdings.

Foreign     A Fund that invests directly in foreign currencies or in
(Non-U.S.)  securities that trade in, or receive revenues in, foreign
Currencies  currencies will be subject to currency risk. Foreign currency
            exchange rates may fluctuate significantly over short periods of
            time. They generally are determined by 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. Currency exchange rates also can be
            affected unpredictably by intervention (or the failure to
            intervene) by U.S. or foreign governments or central banks, or by
            currency controls or political developments. For example,
            significant uncertainty surrounds the recent introduction of the
            euro (a common currency unit for the European Union) in January
            1999 and the effect it may have on the value of securities
            denominated in local European currencies. These and other
            currencies in which the Funds' assets are denominated may be
            devalued against the U.S. dollar, resulting in a loss to the
            Funds.

              . Foreign Currency Transactions. Funds that invest in securities
            denominated in foreign currencies may enter into forward foreign
            currency exchange contracts and invest in foreign currency futures
            contracts and options on foreign currencies and futures. A forward
            foreign currency exchange contract, which involves an obligation
            to purchase or sell a specific currency at a future date at a
            price set at the time of the contract, reduces a Fund's exposure
            to changes in the value of the currency it will deliver and
            increases its exposure to changes in the value of the currency it
            will receive for the duration of the contract. The effect on the
            value of a Fund is similar to selling securities denominated in
            one currency and purchasing securities denominated in another
            currency. A contract to sell foreign currency would limit any
            potential gain which might be realized if the value of the hedged
            currency increases. A Fund may enter into these contracts to hedge
            against foreign exchange risk, to increase exposure to a foreign
            currency or to shift exposure to foreign currency fluctuations
            from one currency to another. Suitable hedging transactions may
            not be available in all circumstances and there can be no
            assurance that a Fund will engage in such transactions at any
            given time or from time to time. Also, such transactions may not
            be successful and may eliminate any chance for a Fund to benefit
            from favorable fluctuations in relevant foreign currencies. A Fund
            may use one currency (or a basket of currencies) to hedge against
            adverse changes in the value of another currency (or a basket of
            currencies) when exchange rates between the two currencies are
            positively correlated. The Fund will segregate assets determined
            to be liquid by PIMCO in accordance with procedures established by
            the Board of Trustees to cover its obligations under forward
            foreign currency exchange contracts entered into for non-hedging
            purposes.

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High        Securities rated lower than Baa by Moody's Investors Service, Inc.
Yield       ("Moody's") or lower than BBB by Standard & Poor's Ratings
Securities  Services ("S&P") are sometimes referred to as "high yield" or
            "junk" bonds. Investing in high yield securities involves special
            risks in addition to the risks associated with investments in
            higher-rated fixed income securities. While offering a greater
            potential opportunity for capital appreciation and higher yields,
            high yield securities typically entail greater potential price
            volatility and may be less liquid than higher-rated securities.
            High yield securities may be regarded as predominately speculative
            with respect to the issuer's continuing ability to meet principal
            and interest payments. They may also be more susceptible to real
            or perceived adverse economic and competitive industry conditions
            than higher-rated securities.

              . Credit Ratings and Unrated Securities. Rating agencies are
            private services that provide ratings of the credit quality of
            fixed income securities, including convertible securities.
            Appendix A to this Prospectus describes the various ratings
            assigned to fixed income securities by Moody's and S&P. Ratings
            assigned by a rating agency are not absolute standards of credit
            quality and do not evaluate market risks. Rating agencies may fail
            to make timely changes in credit ratings and an issuer's current
            financial condition may be better or worse than a rating
            indicates. A Fund will not necessarily sell a security when its
            rating is reduced below its rating at the time of purchase. PIMCO
            does not rely solely on credit ratings, and develops its own
            analysis of issuer credit quality.

             A Fund may purchase unrated securities (which are not rated by a
            rating agency) if its portfolio manager determines that the
            security is of comparable quality to a rated security that the
            Fund may purchase. Unrated securities may be less liquid than
            comparable rated securities and involve the risk that the
            portfolio manager may not accurately evaluate the security's
            comparative credit rating. Analysis of the creditworthiness of
            issuers of high yield securities may be more complex than for
            issuers of higher-quality fixed income securities. To the extent
            that a Fund invests in high yield and/or unrated securities, the
            Fund's success in achieving its investment objective may depend
            more heavily on the portfolio manager's creditworthiness analysis
            than if the Fund invested exclusively in higher-quality and rated
            securities.

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as
            adjusted for inflation) is guaranteed in the case of U.S. Treasury
            inflation-indexed bonds. For bonds that do not provide a similar
            guarantee, the adjusted principal value of the bond repaid at
            maturity may be less than the original principal. The value of
            inflation-indexed bonds is expected to change in response to
            changes in real interest rates. Real interest rates are tied to
            the relationship between nominal interest rates and the rate of
            inflation. If nominal interest rates increase at a faster rate
            than inflation, real interest rates may rise, leading to a
            decrease in value of inflation-indexed bonds. Short-term increases
            in inflation may lead to a decline in value. Any increase in the
            principal amount of an inflation-indexed bond will be considered
            taxable ordinary income, even though investors do not receive
            their principal until maturity.

Derivatives Each Fund (except the Money Market Fund) may, but is not required
            to, use derivative instruments for risk management purposes or as
            part of its investment strategies. Generally, derivatives are
            financial contracts whose value depends upon, or is derived from,
            the value of an underlying asset, reference rate or index, and may
            relate to stocks, bonds, interest rates, currencies or currency
            exchange rates, commodities, and related indexes. Examples of
            derivative instruments include options contracts, futures
            contracts, options on futures contracts and swap agreements. The
            Municipal Bond Fund may not enter into swap agreements or purchase
            or sell options relating to foreign currencies. Each Fund (except
            the Money Market and Municipal Bond Funds) may invest some or all
            of its assets in derivative instruments. A portfolio manager may
            decide not to employ

                                                                   Prospectus 78

<PAGE>

            any of these strategies and there is no assurance that any
            derivatives strategy used by a Fund will succeed. A description of
            these and other derivative instruments that the Funds may use are
            described under "Investment Objectives and Policies" in the
            Statement of Additional Information.

             A Fund's use of derivative instruments involves risks different
            from, or possibly greater than, the risks associated with
            investing directly in securities and other more traditional
            investments. A description of various risks associated with
            particular derivative instruments is included in "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The following provides a more general discussion of
            important risk factors relating to all derivative instruments that
            may be used by the Funds.

             Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of
            a derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit
            of observing the performance of the derivative under all possible
            market conditions.

             Credit Risk. The use of a derivative instrument involves the risk
            that a loss may be sustained as a result of the failure of another
            party to the contract (usually referred to as a "counterparty") to
            make required payments or otherwise comply with the contract's
            terms.

             Liquidity Risk. Liquidity risk exists when a particular
            derivative instrument is difficult to purchase or sell. If a
            derivative transaction is particularly large or if the relevant
            market is illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous time or price.

             Leverage Risk. Because many derivatives have a leverage
            component, adverse changes in the value or level of the underlying
            asset, reference rate or index can result in a loss substantially
            greater than the amount invested in the derivative itself. Certain
            derivatives have the potential for unlimited loss, regardless of
            the size of the initial investment. When a Fund uses derivatives
            for leverage, investments in that Fund will tend to be more
            volatile, resulting in larger gains or losses in response to
            market changes. To limit leverage risk, each Fund will segregate
            assets determined to be liquid by PIMCO in accordance with
            procedures established by the Board of Trustees (or, as permitted
            by applicable regulation, enter into certain offsetting positions)
            to cover its obligations under derivative instruments.

             Lack of Availability. Because the markets for certain derivative
            instruments (including markets located in foreign countries) are
            relatively new and still developing, suitable derivatives
            transactions may not be available in all circumstances for risk
            management or other purposes. There is no assurance that a Fund
            will engage in derivatives transactions at any time or from time
            to time. A Fund's ability to use derivatives may also be limited
            by certain regulatory and tax considerations.

             Market and Other Risks. Like most other investments, derivative
            instruments are subject to the risk that the market value of the
            instrument will change in a way detrimental to a Fund's interest.
            If a portfolio manager incorrectly forecasts the values of
            securities, currencies or interest rates or other economic factors
            in using derivatives for a Fund, the Fund might have been in a
            better position if it had not entered into the transaction at all.
            While some strategies involving derivative instruments can reduce
            the risk of loss, they can also reduce the opportunity for gain or
            even result in losses by offsetting favorable price movements in
            other Fund investments. A Fund may also have to buy or sell a
            security at a disadvantageous time or price because the Fund is
            legally required to maintain offsetting positions or asset
            coverage in connection with certain derivatives transactions.

             Other risks in using derivatives include the risk of mispricing
            or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates
            and indexes. Many derivatives, in

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            particular privately negotiated derivatives, are complex and often
            valued subjectively. Improper valuations can result in increased
            cash payment requirements to counterparties or a loss of value to
            a Fund. Also, the value of derivatives may not correlate
            perfectly, or at all, with the value of the assets, reference
            rates or indexes they are designed to closely track. In addition,
            a Fund's use of derivatives may cause the Fund to realize higher
            amounts of short-term capital gains (generally taxed at ordinary
            income tax rates) than if the Fund had not used such instruments.

Convertible Each Fund may invest in convertible securities. Convertible
Securities  securities are generally preferred stocks and other securities,
            including fixed income securities and warrants, that are
            convertible into or exercisable for common stock at a stated price
            or rate. The price of a convertible security will normally vary in
            some proportion to changes in the price of the underlying common
            stock because of this conversion or exercise feature. However, the
            value of a convertible security may not increase or decrease as
            rapidly as the underlying common stock. A convertible security
            will normally also provide income and is subject to interest rate
            risk. Convertible securities may be lower-rated securities subject
            to greater levels of credit risk. A Fund may be forced to convert
            a security before it would otherwise choose, which may have an
            adverse effect on the Fund's ability to achieve its investment
            objective.

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

Mortgage-   Each Fund may invest in mortgage- or other asset-backed
Related     securities. Except for the Money Market, Short Duration Municipal
and Other   Income, Municipal Bond, California Intermediate Municipal Bond,
Asset-      New York Intermediate Municipal Bond, and Convertible Bond Funds,
Backed      each Fund may invest all of its assets in such securities. The
Securities  Convertible Bond Fund may invest up to 35% of its assets in such
            securities. Mortgage-related securities include mortgage pass-
            through securities, collateralized mortgage obligations ("CMOs"),
            commercial mortgage-backed securities, mortgage dollar rolls, CMO
            residuals, stripped mortgage-backed securities ("SMBSs") and other
            securities that directly or indirectly represent a participation
            in, or are secured by and payable from, mortgage loans on real
            property.

             The value of some mortgage- or asset-backed securities may be
            particularly sensitive to changes in prevailing interest rates.
            Early repayment of principal on some mortgage-related securities
            may expose a Fund to a lower rate of return upon reinvestment of
            principal. When interest rates rise, the value of a mortgage-
            related security generally will decline; however, when interest
            rates are declining, the value of mortgage-related securities with
            prepayment features may not increase as much as other fixed income
            securities. The rate of prepayments on underlying mortgages will
            affect the price and volatility of a mortgage-related security,
            and may shorten or extend the effective maturity of the security
            beyond what was anticipated at the time of purchase. If
            unanticipated rates of prepayment on underlying mortgages increase
            the effective maturity of a mortgage-related security, the
            volatility of the security can be expected to increase. The value
            of these securities may fluctuate in response to the market's
            perception of the creditworthiness of the issuers. Additionally,
            although mortgages and mortgage-related securities are generally
            supported by some form of government or private guarantee and/or
            insurance, there is no assurance that private guarantors or
            insurers will meet their obligations.

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "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 underlying mortgage assets, and a rapid rate
            of principal payments may have a material adverse effect on a

                                                                   Prospectus 80

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            Fund's yield to maturity from these securities. A Fund may not
            invest more than 5% of its assets in any combination of IO, PO, or
            inverse floater securities. The Funds may invest in other asset-
            backed securities that have been offered to investors.

Municipal   Municipal bonds are generally issued by states and local
Bonds       governments and their agencies, authorities and other
            instrumentalities. Municipal bonds are subject to interest rate,
            credit and market risk. The ability of an issuer to make payments
            could be affected by litigation, legislation or other political
            events or the bankruptcy of the issuer. Lower rated municipal
            bonds are subject to greater credit and market risk than higher
            quality municipal bonds. The types of municipal bonds in which the
            Funds may invest include municipal lease obligations. The Funds
            may also invest in securities issued by entities whose underlying
            assets are municipal bonds.

Loan        Certain Funds may invest in fixed- and floating-rate loans, which
Participa-  investments generally will be in the form of loan participations
tions and   and assignments of portions of such loans. Participations and
Assignments assignments involve special types of risk, including credit risk,
            interest rate risk, liquidity risk, and the risks of being a
            lender. If a Fund purchases a participation, it may only be able
            to enforce its rights through the lender, and may assume the
            credit risk of the lender in addition to the borrower.

Delayed     The Funds (except the Money Market and Municipal Bond Funds) may
Funding     also enter into, or acquire participations in, delayed funding
Loans and   loans and revolving credit facilities, in which a lender agrees to
Revolving   make loans up to a maximum amount upon demand by the borrower
Credit      during a specified term. These commitments may have the effect of
Facilities  requiring a Fund to increase its investment in a company at a time
            when it might not otherwise decide to do so (including at a time
            when the company's financial condition makes it unlikely that such
            amounts will be repaid). To the extent that a Fund is committed to
            advance additional funds, it will segregate assets determined to
            be liquid by PIMCO in accordance with procedures established by
            the Board of Trustees in an amount sufficient to meet such
            commitments. Delayed funding loans and revolving credit facilities
            are subject to credit, interest rate and liquidity risk and the
            risks of being a lender.

Loans of    For the purpose of achieving income, each Fund may lend its
Portfolio   portfolio securities to brokers, dealers, and other financial
Securities  institutions provided a number of conditions are satisfied,
            including that the loan is fully collateralized. Please see
            "Investment Objectives and Policies" in the Statement of
            Additional Information for details. When a Fund lends portfolio
            securities, its investment performance will continue to reflect
            changes in the value of the securities loaned, and the Fund will
            also receive a fee or interest on the collateral. Securities
            lending involves the risk of loss of rights in the collateral or
            delay in recovery of the collateral if the borrower fails to
            return the security loaned or becomes insolvent. A Fund may pay
            lending fees to a party arranging the loan.

Short       Each Fund (except the Total Return III, High Yield and StocksPLUS
Sales       Funds) may make short sales as part of its overall portfolio
            management strategies or to offset a potential decline in value of
            a security. A short sale involves the sale of a security that is
            borrowed from a broker or other institution to complete the sale.
            The Global Bond Fund II may only make short sales if the security
            sold short is held in the Fund's portfolio or if the Fund has the
            right to acquire the security without the payment of further
            consideration (a "short sale against the box"). For these
            purposes, a Fund may also hold or have the right to acquire
            securities which, without the payment of any further
            consideration, are convertible into or exchangeable for the
            securities sold short. Short sales expose a Fund to the risk that
            it will be required to acquire, convert or exchange securities to
            replace the borrowed securities (also known as "covering" the
            short position) at a time when the securities sold short have
            appreciated in value, thus resulting in a loss to the Fund. A Fund
            making a short sale (other than a "short sale against the box")
            must segregate assets determined to be liquid by PIMCO in
            accordance with procedures established by the Board of Trustees or
            otherwise cover its position in a permissible manner.

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When-       Each Fund may purchase securities which it is eligible to purchase
Issued,     on a when-issued basis, may purchase and sell such securities for
Delayed     delayed delivery and may make contracts to purchase such
Delivery    securities for a fixed price at a future date beyond normal
and Forward settlement time (forward commitments). When-issued transactions,
Commitment  delayed delivery purchases and forward commitments involve a risk
Transac-    of loss if the value of the securities declines prior to the
tions       settlement date. This risk is in addition to the risk that the
            Fund's other assets will decline in the value. Therefore, these
            transactions may result in a form of leverage and increase a
            Fund's overall investment exposure. Typically, no income accrues
            on securities a Fund has committed to purchase prior to the time
            delivery of the securities is made, although a Fund may earn
            income on securities it has segregated to cover these positions.

Repurchase  Each Fund may enter into repurchase agreements, in which the Fund
Agreements  purchases a security from a bank or broker-dealer and agrees to
            repurchase the security at the Fund's cost plus interest within a
            specified time. If the party agreeing to repurchase should
            default, the Fund will seek to sell the securities which it holds.
            This could involve procedural costs or delays in addition to a
            loss on the securities if their value should fall below their
            repurchase price. Repurchase agreements maturing in more than
            seven days are considered illiquid securities.

Reverse     Each Fund may enter into reverse repurchase agreements and dollar
Repurchase  rolls, subject to a Fund's limitations on borrowings. A reverse
Agreements, repurchase agreement or dollar roll involves the sale of a
Dollar      security by a Fund and its agreement to repurchase the instrument
Rolls And   at a specified time and price, and may be considered a form of
Other       borrowing for some purposes. A Fund will segregate assets
Borrowings  determined to be liquid by PIMCO in accordance with procedures
            established by the Board of Trustees or otherwise cover its
            obligations under reverse repurchase agreements, dollar rolls, and
            other borrowings. 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.
            Reverse repurchase agreements, dollar rolls and other forms of
            borrowings may create leveraging risk for a Fund.

Event-      Each Fixed Income Fund (except the Money Market Fund) and the
Linked      Strategic Balanced and StocksPLUS Fund may invest in "event-linked
Bonds       bonds," which are fixed income securities for which the return of
            principal and payment of interest is contingent on the non-
            occurrence of a specific "trigger" event, such as a hurricane,
            earthquake, or other physical or weather-related phenomenon. If a
            trigger event occurs, a Fund may lose a portion or all of its
            principal invested in the bond. Event-linked bonds often provide
            for an extension of maturity to process and audit loss claims
            where a trigger event has, or possibly has, occurred. An extension
            of maturity may increase volatility. Event-linked bonds may also
            expose the Fund to certain unanticipated risks including credit
            risk, adverse regulatory or jurisdictional interpretations, and
            adverse tax consequences. Event-linked bonds may also be subject
            to liquidity risk.

Portfolio   The length of time a Fund has held a particular security is not
Turnover    generally a consideration in investment decisions. A change in the
            securities held by a Fund is known as "portfolio turnover." Each
            Fund may engage in frequent and active trading of portfolio
            securities to achieve its investment objective, particularly
            during periods of volatile market movements. High portfolio
            turnover (e.g., over 100%) involves correspondingly greater
            expenses to a Fund, including brokerage commissions or dealer
            mark-ups and other transaction costs on the sale of securities and
            reinvestments in other securities. Such sales may also result in
            realization of taxable capital gains, including short-term capital
            gains (which are generally taxed at ordinary income tax rates).
            The trading costs and tax effects associated with portfolio
            turnover may adversely affect a Fund's performance.

Illiquid    Each Fund may invest up to 15% (10% in the case of the Money
Securities  Market Fund) of its net assets in illiquid securities. Certain
            illiquid securities may require pricing at fair value as
            determined in good faith under the supervision of the Board of
            Trustees. A portfolio manager may be subject to significant delays
            in disposing of

                                                                 Prospectus 82
<PAGE>

            illiquid securities, and transactions in illiquid securities may
            entail registration expenses and other transaction costs that are
            higher than those for transactions in liquid securities. The term
            "illiquid securities" for this purpose means securities that
            cannot be disposed of within seven days in the ordinary course of
            business at approximately the amount at which a Fund has valued
            the securities. Restricted securities, i.e., securities subject to
            legal or contractual restrictions on resale, may be illiquid.
            However, some restricted securities (such as securities issued
            pursuant to Rule 144A under the Securities Act of 1933 and certain
            commercial paper) may be treated as liquid, although they may be
            less liquid than registered securities traded on established
            secondary markets.

Investment  Each Fund may invest up to 10% of its assets in securities of
in Other    other investment companies, such as closed-end management
Investment  investment companies, or in pooled accounts or other investment
Companies   vehicles which invest in foreign markets. As a shareholder of an
            investment company, a Fund may indirectly bear service and other
            fees which are in addition to the fees the Fund pays its service
            providers.

Year 2000   Many of the services provided to the Funds depend on the smooth
Readiness   functioning of computer systems. Many systems in use today cannot
Disclosure  distinguish between the year 1900 and the year 2000. Should any of
            the service systems fail to process information properly, this
            could have an adverse impact on the Funds' operations and services
            provided to shareholders. PIMCO has surveyed the Funds' material
            service providers and believes that, on the basis of the
            information supplied, that the service providers will not be
            materially adversely affected by the so-called "year 2000
            problem." However, there can be no assurance that the problem will
            be corrected in all respects and that the Funds' operations and
            services provided to shareholders will not be adversely affected,
            nor can there be any assurance that the year 2000 problem will not
            have an adverse effect on the entities whose securities are held
            by the Funds or on domestic or global equity markets or economies,
            generally. Accordingly, PIMCO reserves the right to vary, during
            the fourth quarter of 1999 and/or the first quarter of 2000, the
            investments of any Fund to maintain sufficient liquidity to
            satisfy actual or anticipated redemption activity.

Temporary   For temporary or defensive purposes, each Fund may invest without
Defensive   limit in U.S. debt securities, including taxable securities and
Strategies  short-term money market securities, when PIMCO deems it
            appropriate to do so. When a Fund engages in such strategies, it
            may not achieve its investment objective.

Changes     The investment objective of the Global Bond Fund II may be changed
in          by the Board of Trustees without shareholder approval. The
Investment  investment objective of each other Fund is fundamental and may not
Objectives  be changed without shareholder approval. Unless otherwise stated,
and         all other investment policies of the Funds may be changed by the
Policies    Board of Trustees without shareholder approval.

Percentage  Unless otherwise stated, all percentage limitations on Fund
Investment  investments listed in this Prospectus will apply at the time of
Limitations investment. A Fund would not violate these limitations unless an
            excess or deficiency occurs or exists immediately after and as a
            result of an investment.

Other       The Funds may invest in other types of securities and use a
Investments variety of investment techniques and strategies which are not
and         described in this Prospectus. These securities and techniques may
Techniques  subject the Funds to additional risks. Please see the Statement of
            Additional Information for additional information about the
            securities and investment techniques described in this Prospectus
            and about additional securities and techniques that may be used by
            the Funds.

83 Pacific Investment Management Series
<PAGE>

                      (THIS PAGE INTENTIONALLY LEFT BLANK)

                                                                 Prospectus 84
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help a shareholder
            understand the financial performance of Institutional and
            Administrative Class shares of each Fund for the past 5 years or,
            if the class is less than 5 years old, since the class of shares
            was first offered. Certain information reflects financial results
            for a single Fund share. The total returns in the table represent
            the rate that an investor would have earned or lost on an
            investment in a particular class of shares of a Fund, assuming
            reinvestment of all dividends and distributions. This information
            has been audited by PricewaterhouseCoopers LLP, whose report,
            along with each Fund's financial statements, are included in the
            Trust's annual report to shareholders. The annual report is
            incorporated by reference in the Statement of Additional
            Information and is available free of charge upon request from the
            Distributor.

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
- -------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Money Market
 Institutional Class
 03/31/1999               $ 1.00     $0.05(a)      $ 0.00 (a)    $0.05       $(0.05)      $0.00        $ 0.00        $ 0.00
 03/31/1998                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1997                 1.00      0.05           0.00         0.05        (0.05)       0.00          0.00          0.00
 11/01/1995 - 03/31/1996    1.00      0.02           0.00         0.02        (0.02)       0.00          0.00          0.00
 10/31/1995(a)              1.00      0.06           0.00         0.06        (0.06)       0.00          0.00          0.00
 Administrative Class
 03/31/1999                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1998                 1.00      0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1997                 1.00      0.05           0.00         0.05        (0.05)       0.00          0.00          0.00
 11/01/1995 - 03/31/1996    1.00      0.02           0.00         0.02        (0.02)       0.00          0.00          0.00
 01/24/1995 -
  10/31/1995(a)             1.00      0.05           0.00         0.05        (0.05)       0.00          0.00          0.00
Short-Term
 Institutional Class
 03/31/1999               $10.06     $0.57(a)      $(0.02)(a)    $0.55       $(0.57)      $0.00        $ 0.00        $(0.01)
 03/31/1998                10.00      0.62(a)        0.06 (a)     0.68        (0.60)      (0.01)        (0.01)         0.00
 03/31/1997                 9.92      0.61           0.08         0.69        (0.59)      (0.02)         0.00          0.00
 03/31/1996                 9.79      0.69           0.12         0.81        (0.65)      (0.03)         0.00          0.00
 03/31/1995                 9.92      0.56          (0.13)        0.43        (0.55)      (0.01)         0.00          0.00
 Administrative Class
 03/31/1999                10.06      0.54(a)       (0.02)(a)     0.52        (0.54)       0.00          0.00         (0.01)
 03/31/1998                10.00      0.59(a)        0.07 (a)     0.66        (0.58)      (0.01)        (0.01)         0.00
 03/31/1997                 9.92      0.58           0.08         0.66        (0.57)      (0.01)         0.00          0.00
 02/01/1996 - 03/31/1996    9.98      0.11          (0.07)        0.04        (0.10)       0.00          0.00          0.00
Low Duration
 Institutional Class
 03/31/1999               $10.18     $0.65(a)      $(0.02)(a)    $0.63       $(0.65)      $0.00        $(0.01)       $(0.05)
 03/31/1998                 9.98      0.65(a)        0.23 (a)     0.88        (0.63)      (0.02)        (0.03)         0.00
 03/31/1997                 9.95      0.64           0.03         0.67        (0.63)      (0.01)         0.00          0.00
 03/31/1996                 9.76      0.66           0.21         0.87        (0.68)       0.00          0.00          0.00
 03/31/1995                10.04      0.65          (0.30)        0.35        (0.54)       0.00          0.00          0.00
 Administrative Class
 03/31/1999                10.18      0.62(a)       (0.02)(a)     0.60        (0.62)       0.00         (0.01)        (0.05)
 03/31/1998                 9.98      0.63(a)        0.22 (a)     0.85        (0.60)      (0.02)        (0.03)         0.00
 03/31/1997                 9.95      0.62           0.03         0.65        (0.60)      (0.02)         0.00          0.00
 03/31/1996                 9.76      0.63           0.21         0.84        (0.65)       0.00          0.00          0.00
 12/31/1994 - 03/31/1995    9.67      0.18           0.07         0.25        (0.14)       0.00          0.00          0.00
Low Duration II
 Institutional Class
 03/31/1999               $10.00     $0.58(a)      $ 0.00 (a)    $0.58       $(0.58)      $0.00        $ 0.00        $(0.05)
 03/31/1998                 9.81      0.22(a)        0.59 (a)     0.81        (0.56)      (0.04)        (0.02)         0.00
 03/31/1997                 9.82      0.62          (0.03)        0.59        (0.58)      (0.02)         0.00          0.00
 03/31/1996                 9.77      0.66           0.04         0.70        (0.60)      (0.03)         0.00          0.00
 03/31/1995                 9.94      0.62          (0.16)        0.46        (0.58)      (0.03)         0.00          0.00
 Administrative Class
 03/31/1999                10.00      0.56(a)        0.00 (a)     0.56        (0.56)       0.00          0.00         (0.05)
 02/02/1998 - 03/31/1998   10.03      0.14(a)       (0.08)(a)     0.06        (0.08)      (0.01)         0.00          0.00
</TABLE>
- -------
(a) Per share amounts based on average number of shares outstanding during the
    period.

85 Pacific Investment Management Series
<PAGE>




<TABLE>
<CAPTION>
                                                                  Ratio of Net
Tax Basis                Net Asset        Net Assets  Ratio of     Investment
 Return                    Value             End     Expenses to   Income to   Portfolio
   of          Total        End    Total  of Period    Average      Average    Turnover
 Capital   Distributions of Period Return   (000's)  Net Assets    Net Assets    Rate
- ----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>    <C>        <C>          <C>          <C>
  $0.00       $(0.05)     $ 1.00    5.14% $  322,290    0.35%         4.85%       N/A
   0.00        (0.05)       1.00    5.40      55,335    0.35          5.29        N/A
   0.00        (0.05)       1.00    5.19      23,497    0.40          5.08        N/A
   0.00        (0.02)       1.00    2.58      25,935    0.33+         5.44+       N/A
   0.00        (0.06)       1.00    5.67       7,741    0.40          5.53        N/A

   0.00        (0.05)       1.00    4.93       9,273    0.60          4.44        N/A
   0.00        (0.05)       1.00    5.12         749    0.60          5.04        N/A
   0.00        (0.05)       1.00    4.94          12    0.66          4.83        N/A
   0.00        (0.02)       1.00    2.47          10    0.61+         5.95+       N/A
   0.00        (0.05)       1.00    4.21          10    0.68+         5.94+       N/A

  $0.00       $(0.58)     $10.03    5.63% $  495,752    0.45%         5.66%        47%
   0.00        (0.62)      10.06    7.06     172,846    0.45          6.12         48
   0.00        (0.61)      10.00    7.12     156,515    0.47          6.12         77
   0.00        (0.68)       9.92    8.49     101,797    0.58          6.86        215
   0.00        (0.56)       9.79    4.46      90,114    0.50          5.67         79

   0.00        (0.55)      10.03    5.39       3,769    0.70          5.37         47
   0.00        (0.60)      10.06    6.80       5,147    0.70          5.86         48
   0.00        (0.58)      10.00    6.86       4,513    0.72          5.87         77
   0.00        (0.10)       9.92    0.41       3,999    0.52+         4.44+       215

  $0.00       $(0.71)     $10.10    6.35% $3,367,438    0.43%         6.36%       245%
   0.00        (0.68)      10.18    9.00   2,759,531    0.43          6.39        309
   0.00        (0.64)       9.98    6.97   2,797,001    0.43          6.46        240
   0.00        (0.68)       9.95    9.13   2,677,574    0.42          6.88        209
  (0.09)       (0.63)       9.76    3.60   2,332,032    0.41          6.46         77

   0.00        (0.68)      10.10    6.09     128,212    0.68          6.09        245
   0.00        (0.65)      10.18    8.73      46,186    0.68          6.16        309
   0.00        (0.62)       9.98    6.71      23,564    0.68          6.21        240
   0.00        (0.65)       9.95    8.83       2,536    0.69          6.73        209
  (0.02)       (0.16)       9.76    2.53         771    0.66+         6.93+        77

  $0.00       $(0.63)     $ 9.95    5.89% $  414,463    0.57%(b)      5.79%       322
   0.00        (0.62)      10.00    8.29     401,204    0.50          5.98        335
   0.00        (0.60)       9.81    6.33     339,375    0.51          6.31        237
  (0.02)       (0.65)       9.82    7.30     253,299    0.48          6.61        225
  (0.02)       (0.63)       9.77    4.80     170,866    0.47          6.35        102

   0.00        (0.61)       9.95    5.63      22,594    0.85(c)       5.47        322
   0.00        (0.09)      10.00    0.58          56    0.75+         8.53+       335
</TABLE>
- -------
+   Annualized.
(b) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.50%.
(c) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.75%.

                                                                 Prospectus 86
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
- -------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Low Duration III
 Institutional Class
 03/31/1999               $10.05     $0.60(a)      $ 0.00 (a)    $0.60       $(0.60)     $ 0.00        $ 0.00        $(0.07)
 03/31/1998                 9.91      0.53(a)        0.24 (a)     0.77        (0.60)       0.00         (0.03)         0.00
 12/31/1996 - 03/31/1997   10.00      0.15          (0.09)        0.06        (0.15)       0.00          0.00          0.00
 Administrative Class
 03/19/1999 - 03/31/1999    9.97      0.02           0.01         0.03        (0.02)       0.00          0.00          0.00
Low Duration Mortgage
 Institutional Class
 03/31/1999               $10.13     $0.64(a)      $(0.08)(a)    $0.56       $(0.64)     $ 0.00        $ 0.00        $(0.04)
 07/31/1997 - 03/31/1998   10.00      0.43(a)        0.14 (a)     0.57        (0.42)       0.00         (0.02)         0.00
Moderate Duration
 Institutional Class
 03/31/1999               $10.14     $0.60(a)      $ 0.07 (a)    $0.67       $(0.60)     $ 0.00        $(0.11)       $(0.16)
 03/31/1998                 9.83      0.38(a)        0.56 (a)     0.94        (0.60)       0.00         (0.03)         0.00
 12/31/1996 - 03/31/1997   10.00      0.15          (0.17)       (0.02)       (0.15)       0.00          0.00          0.00
Real Return Bond
 Institutional Class
 03/31/1999               $ 9.77     $0.51(a)      $ 0.10 (a)    $0.61       $(0.48)     $(0.07)       $ 0.00        $ 0.00
 03/31/1998                 9.93      0.44(a)        0.05 (a)     0.49        (0.48)      (0.03)        (0.14)         0.00
 01/29/1997 - 03/31/1997    9.92      0.11          (0.02)        0.09        (0.08)       0.00          0.00          0.00
Total Return
 Institutional Class
 03/31/1999               $10.62     $0.63(a)      $ 0.16 (a)    $0.79       $(0.63)     $ 0.00        $(0.24)       $(0.18)
 03/31/1998                10.27      0.64(a)        0.62 (a)     1.26        (0.62)      (0.02)        (0.27)         0.00
 03/31/1997                10.29      0.68          (0.02)        0.66        (0.66)      (0.02)         0.00          0.00
 03/31/1996                10.02      0.81           0.29         1.10        (0.61)      (0.10)        (0.12)         0.00
 03/31/1995                10.25      0.64          (0.24)        0.40        (0.56)      (0.05)         0.00          0.00
 Administrative Class
 03/31/1999                10.62      0.61(a)        0.16 (a)     0.77        (0.61)       0.00         (0.24)        (0.18)
 03/31/1998                10.27      0.61(a)        0.63 (a)     1.24        (0.60)      (0.02)        (0.27)         0.00
 03/31/1997                10.29      0.66(a)       (0.02)(a)     0.64        (0.64)      (0.02)         0.00          0.00
 03/31/1996                10.01      0.80           0.29         1.09        (0.60)      (0.09)        (0.12)         0.00
 09/07/1994 - 03/31/1995   10.00      0.31           0.06         0.37        (0.32)      (0.03)         0.00          0.00
Total Return II
 Institutional Class
 03/31/1999               $10.26     $0.59(a)      $ 0.17 (a)    $0.76       $(0.59)     $ 0.00        $(0.18)       $(0.14)
 03/31/1998                 9.85      0.63(a)        0.52 (a)     1.15        (0.60)      (0.03)        (0.11)         0.00
 03/31/1997                 9.89      0.61          (0.02)        0.59        (0.62)      (0.01)         0.00          0.00
 11/01/1995 - 03/31/1996   10.21      0.25          (0.17)        0.08        (0.26)       0.00         (0.09)        (0.05)
 10/31/1995(a)              9.39      0.69           0.76         1.45        (0.62)       0.00         (0.01)         0.00
 Administrative Class
 03/31/1999                10.26      0.56(a)        0.17 (a)     0.73        (0.56)       0.00         (0.18)        (0.14)
 03/31/1998                 9.85      0.60(a)        0.52 (a)     1.12        (0.57)      (0.03)        (0.11)         0.00
 03/31/1997                 9.89      0.59          (0.02)        0.57        (0.60)      (0.01)         0.00          0.00
 11/01/1995 - 03/31/1996   10.22      0.24          (0.17)        0.07        (0.26)       0.00         (0.09)        (0.05)
 11/30/1994 -
  10/31/1995(a)             9.34      0.56           0.88         1.44        (0.55)       0.00         (0.01)         0.00
Total Return III
 Institutional Class
 03/31/1999               $ 9.55     $0.57(a)      $ 0.20 (a)    $0.77       $(0.56)     $ 0.00        $(0.24)       $(0.25)
 03/31/1998                 9.15      0.57(a)        0.56 (a)     1.13        (0.54)      (0.03)        (0.16)         0.00
 03/31/1997                 9.13      0.55           0.05         0.60        (0.55)      (0.02)         0.00         (0.01)
 03/31/1996                 8.99      0.72           0.17         0.89        (0.54)      (0.09)        (0.12)         0.00
 03/31/1995                 9.18      0.59          (0.16)        0.43        (0.52)      (0.02)         0.00          0.00
 Administrative Class
 03/31/1999                 9.55      0.55(a)        0.20 (a)     0.75        (0.54)       0.00         (0.24)        (0.25)
 04/11/1997 - 03/31/1998    9.12      0.54(a)        0.58 (a)     1.12        (0.50)      (0.03)        (0.16)         0.00
</TABLE>
- -------
(a) Per share amounts based on average number of shares outstanding during the
    period.

87 Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                    Ratio of Net
Tax Basis                Net Asset         Net Assets   Ratio of     Investment
 Return                    Value               End     Expenses to   Income to   Portfolio
   of          Total        End    Total    of Period    Average      Average    Turnover
 Capital   Distributions of Period Return    (000's)   Net Assets    Net Assets    Rate
- ------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>     <C>         <C>          <C>          <C>
 $ 0.00       $(0.67)     $ 9.98    6.10%  $    26,549    0.50%         5.94%       167%
   0.00        (0.63)      10.05    7.93        23,896    0.50          5.98        307
   0.00        (0.15)       9.91    0.58        10,056    0.49+         6.00+       155

   0.00        (0.02)       9.98    0.15             6    0.75          6.42        167

 $ 0.00       $(0.68)     $10.01    5.71%  $     4,119    2.37%(d)      6.35%       198%
   0.00        (0.44)      10.13    5.86         3,748    1.81+(e)      6.30+       486

 $ 0.00       $(0.87)     $ 9.94    6.70%  $   317,400    0.45%         5.94%       169%
   0.00        (0.63)      10.14    9.80       239,152    0.45          3.75         96
   0.00        (0.15)       9.83   (0.25)       13,458    0.44+         6.01+        49

 $ 0.00       $(0.55)     $ 9.83    6.41%  $    15,588    0.52%         5.18%       438%
   0.00        (0.65)       9.77    4.70         5,526    0.52          4.46        967
   0.00        (0.08)       9.93    0.09         5,638    0.51+         6.54+       160

 $ 0.00       $(1.05)     $10.36    7.60%  $21,711,396    0.43%         5.91%       154%
   0.00        (0.91)      10.62   12.63    16,484,119    0.43          6.06        206
   0.00        (0.68)      10.27    6.60    12,528,536    0.43          6.60        173
   0.00        (0.83)      10.29   11.14    10,247,605    0.42          6.85        221
  (0.02)       (0.63)      10.02    4.22     7,239,735    0.41          6.72         98

   0.00        (1.03)      10.36    7.33     1,972,984    0.68          5.52        154
   0.00        (0.89)      10.62   12.36       481,730    0.68          5.74        206
   0.00        (0.66)      10.27    6.34       151,194    0.68          6.35        173
   0.00        (0.81)      10.29   10.99       104,618    0.68          6.64        221
  (0.01)       (0.36)      10.01    3.76         9,037    0.66+         6.54+        98

 $ 0.00       $(0.91)     $10.11    7.46%  $   986,690    0.50%         5.65%       213%
   0.00        (0.74)      10.26   11.99       574,587    0.50          6.15        361
   0.00        (0.63)       9.85    6.15       478,451    0.50          6.38        293
   0.00        (0.40)       9.89    0.78       455,583    0.51+         6.36+        73
   0.00        (0.63)      10.21   15.96       442,091    0.50          6.47         41

   0.00        (0.88)      10.11    7.19        54,736    0.75          5.33        213
   0.00        (0.71)      10.26   11.71        15,172    0.75          5.86        361
   0.00        (0.61)       9.85    5.88         5,304    0.75          6.13        293
   0.00        (0.40)       9.89    0.57         3,320    0.76+         6.06+        73
   0.00        (0.56)      10.22   15.92         3,163    0.76+         6.22+        41

 $ 0.00       $(1.05)     $ 9.27    8.20%  $   488,243    0.50%         5.85%       216%
   0.00        (0.73)       9.55   12.62       365,249    0.51          5.99        183
   0.00        (0.58)       9.15    6.76       193,297    0.51          6.21         90
   0.00        (0.75)       9.13   10.06       142,223    0.50          6.82        177
  (0.08)       (0.62)       8.99    4.92        99,497    0.50          6.95        146

   0.00        (1.03)       9.27    7.93         1,867    0.75          5.59        216
   0.00        (0.69)       9.55   12.46           178    0.76+         5.85+       183
</TABLE>
- -------
+   Annualized.
(d) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.51%.
(e) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.50%.

                                                                  Prospectus 88
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
- -------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Total Return Mortgage
 Institutional Class
 03/31/1999               $10.24     $0.58(a)      $ 0.05 (a)    $ 0.63      $(0.58)     $ 0.00        $(0.03)       $(0.07)
 07/31/1997 - 03/31/1998   10.00      0.41(a)        0.30 (a)      0.71       (0.46)       0.00         (0.01)         0.00
High Yield
 Institutional Class
 03/31/1999               $11.66     $0.95(a)      $(0.43)(a)    $ 0.52      $(0.94)     $(0.01)       $ 0.00        $ 0.00
 03/31/1998                11.10      0.98(a)        0.65 (a)      1.63       (0.98)       0.00          0.00         (0.09)
 03/31/1997                10.94      0.92           0.34          1.26       (0.97)       0.00         (0.13)         0.00
 03/31/1996                10.42      1.04           0.54          1.58       (1.01)       0.00         (0.05)         0.00
 03/31/1995                10.52      0.99          (0.12)         0.87       (0.93)      (0.02)         0.00         (0.02)
 Administrative Class
 03/31/1999               $11.66      0.93(a)       (0.43)(a)    $ 0.50      $(0.92)      (0.01)         0.00          0.00
 03/31/1998                11.10      0.95(a)        0.65 (a)      1.60       (0.95)       0.00          0.00         (0.09)
 03/31/1997                10.94      0.85(a)        0.38 (a)      1.23       (0.94)       0.00         (0.13)         0.00
 03/31/1996                10.41      1.02(a)        0.54 (a)      1.56       (0.98)       0.00         (0.05)         0.00
 01/16/1995 - 03/31/1995   10.14      0.23           0.25          0.48       (0.21)       0.00          0.00          0.00
Long-Term U.S. Gov't
 Institutional Class
 03/31/1999               $10.57     $0.63(a)      $ 0.20 (a)    $ 0.83      $(0.64)     $ 0.00        $ 0.00        $(0.46)
 03/31/1998                 9.39      0.52(a)        1.34 (a)      1.86       (0.62)       0.00         (0.06)         0.00
 03/31/1997                 9.96      0.79          (0.35)         0.44       (0.68)       0.00          0.00         (0.33)
 03/31/1996                 9.85      0.83           0.66          1.49       (0.68)      (0.04)        (0.50)        (0.16)
 03/31/1995                 9.96      0.60          (0.09)         0.51       (0.60)      (0.02)         0.00          0.00
 Administrative Class
 03/31/1999                10.57      0.60(a)        0.20 (a)      0.80       (0.61)       0.00          0.00         (0.46)
 09/23/1997 - 03/31/1998   10.17      0.26(a)        0.51 (a)      0.77       (0.31)       0.00         (0.06)         0.00
Global Bond
 Institutional Class
 03/31/1999               $ 9.70     $0.52(a)      $ 0.14 (a)    $ 0.66      $(0.36)     $(0.16)       $(0.08)       $ 0.00
 03/31/1998                 9.86      0.66(a)       (0.10)(a)      0.56       (0.53)       0.00          0.00         (0.19)
 03/31/1997                10.05      0.70          (0.01)         0.69       (0.44)       0.00         (0.44)         0.00
 03/31/1996                 9.87      0.45           0.72          1.17       (0.61)       0.00         (0.21)        (0.17)
 03/31/1995                 9.85      0.69          (0.14)         0.55       (0.29)      (0.24)         0.00          0.00
 Administrative Class
 03/31/1999                 9.70      0.51(a)        0.14 (a)      0.65       (0.35)      (0.16)        (0.08)         0.00
 03/31/1998                 9.86      0.59(a)       (0.05)(a)      0.54       (0.51)       0.00          0.00         (0.19)
 08/01/1996 - 03/31/1997   10.28      0.51          (0.23)         0.28       (0.26)       0.00         (0.44)         0.00
Global Bond II
 Institutional Class
 03/31/1999               $ 9.92     $0.52(a)      $ 0.06 (a)    $ 0.58      $(0.52)     $ 0.00        $(0.01)       $(0.08)
 02/25/1998 - 03/31/1998    9.82      0.06(a)        0.09 (a)      0.15        0.00       (0.05)         0.00          0.00
Foreign Bond
 Institutional Class
 03/31/1999               $10.74     $0.58(a)      $ 0.24 (a)    $ 0.82      $(0.58)     $ 0.00        $(0.10)       $(0.25)
 03/31/1998                10.41      0.66(a)        0.61 (a)      1.27       (0.63)       0.00         (0.31)         0.00
 03/31/1997                10.50      0.80           1.00          1.80       (0.40)       0.00         (1.49)         0.00
 03/31/1996                 9.38      0.96           1.03          1.99       (0.34)      (0.25)        (0.25)        (0.03)
 03/31/1995                10.18      0.38          (0.57)        (0.19)       0.00        0.00          0.00          0.00
 Administrative Class
 03/31/1999               $10.74     $0.56(a)      $ 0.24 (a)    $ 0.80      $(0.56)     $ 0.00        $(0.10)       $(0.25)
 03/31/1998                10.41      0.63(a)        0.61 (a)      1.24       (0.60)       0.00         (0.31)         0.00
 01/28/1997 - 03/31/1997   10.54      0.59          (0.67)        (0.08)      (0.05)       0.00          0.00          0.00
</TABLE>
- -------
(a) Per share amounts based on average number of shares outstanding during the
    period.

89 Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                   Ratio of Net
Tax Basis                Net Asset         Net Assets  Ratio of     Investment
 Return                    Value              End     Expenses to   Income to   Portfolio
   of          Total        End    Total   of Period    Average      Average    Turnover
 Capital   Distributions of Period Return    (000's)  Net Assets    Net Assets    Rate
- -----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>     <C>        <C>          <C>          <C>
 $ 0.00       $(0.68)     $10.19    6.27%  $    4,128    0.50%         5.66%       158%
   0.00        (0.47)      10.24    6.69        3,588    0.52+         6.07+       593

   0.00       $(0.95)     $11.23    4.73%  $2,162,868    0.50%         8.41%        39%
   0.00        (1.07)      11.66   15.26    1,628,930    0.50          8.52         37
   0.00        (1.10)      11.10   12.04      744,498    0.50          8.77         67
   0.00        (1.06)      10.94   15.70      536,983    0.47          9.28         66
   0.00        (0.97)      10.42    8.81      336,310    0.48          9.37         78

   0.00        (0.93)      11.23    4.49      238,792    0.75          8.17         39
   0.00        (1.04)      11.66   14.98       69,937    0.75          8.21         37
   0.00        (1.07)      11.10   11.76       10,428    0.76          8.48         67
   0.00        (1.03)      10.94   15.54        1,007    0.80          9.16         66
   0.00        (0.21)      10.41    4.66           41    0.73+        10.12+        78

 $ 0.00       $(1.10)     $10.30    7.76%  $  170,847    0.89%(f)      5.83%       364%
   0.00        (0.68)      10.57   20.23       48,547    0.51          4.88        177
   0.00        (1.01)       9.39    4.48       19,995    0.63          7.63        402
   0.00        (1.38)       9.96   14.83       32,511    0.56          6.80        238
   0.00        (0.62)       9.85    5.50       32,349    0.50          6.62         89

   0.00        (1.07)      10.30    7.46       11,383    1.15(g)       5.58        364
   0.00        (0.37)      10.57    7.60        4,957     .76+         4.87+       177

 $ 0.00       $(0.60)     $ 9.76    6.90%  $  266,984    0.55%         5.35%       143%
   0.00        (0.72)       9.70    5.85      256,274    0.55          6.64        389
   0.00        (0.88)       9.86    6.78      215,631    0.56          7.51        911
   0.00        (0.99)      10.05   12.04      133,833    0.58          5.88       1083
   0.00        (0.53)       9.87   10.35       76,476    0.64          5.59        461

   0.00        (0.59)       9.76    6.78        1,326    0.80          5.21        143
   0.00        (0.70)       9.70    5.57        1,548    0.80          6.39        389
   0.00        (0.70)       9.86    2.97          346    0.78+         5.66+       911

 $ 0.00       $(0.61)     $ 9.89    6.06%  $   29,044    0.55%         5.29%       236%
   0.00        (0.05)       9.92    1.02       24,517    0.55+         6.24+       369

 $ 0.00       $(0.93)     $10.63    7.92%  $  530,325    0.50%         5.39%       376%
   0.00        (0.94)      10.74   12.64      392,198    0.50          6.32        280
   0.00        (1.89)      10.41   17.69      234,880    0.50          7.88        984
   0.00        (0.87)      10.50   21.80      258,493    0.52          5.83       1234
  (0.61)       (0.61)       9.38   (1.85)     232,700    0.47          6.44        299

 $ 0.00       $(0.91)     $10.63    7.65%  $    2,096    0.75%         5.13%       376%
   0.00        (0.91)      10.74   12.34          315    0.75          6.07        280
   0.00        (0.05)      10.41   (0.72)          30    0.79+         7.63+       984
</TABLE>
- -------
+   Annualized.
(f) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.50%.
(g) Ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreement is 0.76%.

                                                                 Prospectus 90
<PAGE>

            Financial Highlights (continued)

<TABLE>
<CAPTION>
                         Net Asset              Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value      Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning Investment  Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income     Investments    Operations    Income      Income     Capital Gains Capital Gains
- -------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
International Bond
 Institutional Class
 03/31/99                 $ 7.18     $0.29(a)      $ 0.11 (a)    $ 0.40      $(0.30)      $0.00        $ 0.00        $(0.20)
 03/31/98                   7.79      0.64(a)        0.19 (a)      0.83       (0.25)       0.00         (0.24)        (0.95)
 03/31/97                   8.04      0.84           0.42          1.26       (0.50)       0.00         (1.01)         0.00
 03/31/96                   7.44      0.63           0.49          1.12       (0.39)      (0.13)         0.00          0.00
 03/31/95                   9.93      2.18          (2.41)        (0.23)      (2.26)       0.00          0.00          0.00
Emerging Markets Bond
 Institutional Class
 03/31/1999               $ 9.67     $0.87(a)      $(2.11)(a)    $(1.24)     $(0.87)      $0.00        $ 0.00        $(0.05)
 07/31/1997 - 03/31/1998   10.00      0.46(a)       (0.18)(a)      0.28       (0.46)       0.00         (0.15)         0.00
 Administrative Class
 09/30/98 - 03/31/1999      6.82      0.45           0.74          1.19       (0.45)       0.00          0.00         (0.05)
Emerging Markets Bond II
 Institutional Class
 04/03/1998-03/31/1999    $10.00     $0.87(a)      $(0.39)(a)    $ 0.48      $(0.85)      $0.00        $ 0.00        $ 0.00
Municipal Bond
 Institutional Class
 03/31/1999               $ 9.97     $0.45(a)      $ 0.14 (a)    $ 0.59      $(0.44)      $0.00        $ 0.00        $ 0.00
 12/31/1997 - 03/31/1998   10.00      0.11(a)       (0.03)(a)      0.08       (0.11)       0.00          0.00          0.00
 Administrative Class
 09/30/98 - 03/31/1999     10.25      0.21          (0.13)         0.08       (0.21)       0.00          0.00          0.00
Strategic Balanced
 Institutional Class
 03/31/1999               $12.60     $0.89(a)      $ 0.60 (a)    $ 1.49      $(0.66)      $0.00        $(0.67)       $ 0.00
 03/31/1998                10.32      1.30(a)        2.05 (a)      3.35       (0.84)       0.00         (0.23)         0.00
 06/28/1996 - 03/31/1997   10.00      0.85           0.31          1.16       (0.63)       0.00         (0.21)         0.00
StocksPLUS
 Institutional Class
 03/31/1999               $14.09     $0.97(a)      $ 1.32 (a)    $ 2.29      $(0.82)      $0.00        $(1.24)       $ 0.00
 03/31/1998                11.46      1.90(a)        3.23 (a)      5.13       (1.41)       0.00         (1.09)         0.00
 03/31/1997                11.16      1.27           0.82          2.09       (1.27)       0.00         (0.52)         0.00
 03/31/1996                10.48      0.91           2.48          3.39       (1.05)       0.00         (1.62)        (0.04)
 03/31/1995                 9.52      1.03           0.69          1.72       (0.76)       0.00          0.00          0.00
 Administrative Class
 03/31/1999                14.06      1.10(a)        1.13 (a)      2.23       (0.80)       0.00         (1.24)         0.00
 03/31/1998                11.46      1.89(a)        3.19 (a)      5.08       (1.39)       0.00         (1.09)         0.00
 01/07/1997 - 03/31/1997   11.56      0.14          (0.09)         0.05       (0.15)       0.00          0.00          0.00
</TABLE>
- -------
(a) Per share amounts based on average number of shares outstanding during the
    period.

91 Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                   Ratio of Net
Tax Basis                Net Asset          Net Assets  Ratio of    Investment
 Return                    Value               End     Expenses to  Income to   Portfolio
   of          Total        End    Total    of Period    Average     Average    Turnover
 Capital   Distributions of Period Return     (000's)  Net Assets   Net Assets    Rate
- -----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>      <C>        <C>         <C>          <C>
  $0.00       $(0.50)     $ 7.08     5.71 % $  720,025    0.50%        4.04%       406%
   0.00        (1.44)       7.18    11.49      730,622    0.51         8.17        255
   0.00        (1.51)       7.79    15.86      957,950    0.50         7.17        875
   0.00        (0.52)       8.04    15.08    2,271,940    0.50         6.09       1046
   0.00        (2.26)       7.44    (1.27)      45,950    0.43         5.90        674

  $0.00       $(0.92)     $ 7.51   (12.55)% $    3,641    0.85%       11.08%       315%
   0.00        (0.61)       9.67     3.10        3,676    0.86+        7.21+       695

   0.00        (0.50)       7.51    17.88          118    1.10         6.24        315

  $0.00       $(0.85)     $ 9.63     5.49%  $  145,530    0.85%        9.43%       199%

  $0.00       $(0.44)     $10.12     6.04%  $    5,894    0.50%        4.41%        70%
   0.00        (0.11)       9.97     0.78        3,023    0.50+        4.46+        60

   0.00        (0.21)      10.12     0.83        1,419    0.75+        2.11         70

  $0.00       $(1.33)     $12.76    12.36%  $   97,945    0.65%        7.00%        82%
   0.00        (1.07)      12.60    33.40       38,806    0.65        10.84         56
   0.00        (0.84)      10.32    11.83       10,360    0.90+        9.72+        95

  $0.00       $(2.06)     $14.32    17.65%  $  512,953    0.65%        6.92%        81%
   0.00        (2.50)      14.09    47.75      416,600    0.65        13.74         30
   0.00        (1.79)      11.46    19.44      235,829    0.65        11.78         47
   0.00        (2.71)      11.16    34.07      151,869    0.70        15.23        102
   0.00        (0.76)      10.48    18.64       46,498    0.50        11.89        177

   0.00        (2.04)      14.25    17.21       11,302    0.90         7.83         81
   0.00        (2.48)      14.06    47.19        2,143    0.90        13.49         30
   0.00        (0.15)      11.46     0.34          682    0.95+        4.83+        47
</TABLE>
- -------
+ Annualized.

                                                                  Prospectus 92
<PAGE>

            Appendix A
            Description of Securities Ratings

            A Fund's investments may range in quality from securities rated in
            the lowest category in which the Fund is permitted to invest to
            securities rated in the highest category (as rated by Moody's or
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality). The percentage of a Fund's assets invested in securities
            in a particular rating category will vary. The following terms are
            generally used to describe the credit quality of fixed income
            securities:

             High Quality Debt Securities are those rated in one of the two
            highest rating categories (the highest category for commercial
            paper) or, if unrated, deemed comparable by PIMCO.

             Investment Grade Debt Securities are those rated in one of the
            four highest rating categories or, if unrated, deemed comparable
            by PIMCO.

             Below Investment Grade, High Yield Securities ("Junk Bonds") are
            those rated lower than Baa by Moody's or BBB by S&P and comparable
            securities. They are deemed predominately speculative with respect
            to the issuer's ability to repay principal and interest.

             Following is a description of Moody's and S&P's rating categories
            applicable to fixed income securities.

Moody's     Corporate and Municipal Bond Ratings
Investors
Service,     Aaa: Bonds which are rated Aaa are judged to be of the best
Inc.        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 that make
            the long-term risks appear somewhat larger than with 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 that 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 a
            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.

A-1 Pacific Investment Management Series
<PAGE>


             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.

             Moody's applies numerical modifiers, 1, 2, and 3 in each generic
            rating classified from Aa through B in its corporate bond rating
            system. The modifier 1 indicates that the security ranks in the
            higher end of its generic rating category; the modifier 2
            indicates a mid-range ranking; and the modifier 3 indicates that
            the issue ranks in the lower end of its generic rating category.

Corporate   Moody's short-term debt ratings are opinions of the ability of
Short-      issuers to repay punctually senior debt obligations which have an
Term Debt   original maturity not exceeding one year. Obligations relying upon
Ratings     support mechanisms such as letters of credit and bonds of
            indemnity are excluded unless explicitly rated.

             Moody's employs the following three designations, all judged to
            be investment grade, to indicate the relative repayment ability of
            rated issuers:

             PRIME-1: Issuers rated Prime-1 (or supporting institutions) have
            a superior ability for repayment of senior short-term debt
            obligations. Prime-1 repayment ability will often be evidenced by
            many of the following characteristics: leading market positions in
            well-established industries; high rates of return on funds
            employed; conservative capitalization structure with moderate
            reliance on debt and ample asset protection; broad margins in
            earnings coverage of fixed financial charges and high internal
            cash generation; and 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 ability 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.

             NOT PRIME: Issuers rated Not Prime do not fall within any of the
            Prime rating categories.

Short-      There are four rating categories for short-term municipal bonds
Term        that define an investment grade situation, which are listed below.
Municipal   In the case of variable rate demand obligations (VRDOs), a two-
Bond        component rating is assigned. The first element represents an
Ratings     evaluation of the degree of risk associated with scheduled
            principal and interest payments, and the other represents an
            evaluation of the degree of risk associated with the demand
            feature. The short-term rating assigned to the demand feature of
            VRDOs is designated as VMIG. When either the long- or short-term
            aspect of a VRDO is not rated, that piece is designated NR, e.g.,
            Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of
            the obligation while VMIG rating expiration will be a function of
            each issue's specific structural or credit features.

             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.

                                                                Prospectus A-2
<PAGE>


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

             MIG 3/VMIG 3: This designation denotes favorable quality. All
            security elements are accounted for but there is lacking the
            undeniable strength of the preceding grades. Liquidity and cash
            flow protection may be narrow and market access for refinancing is
            likely to be less well established.

             MIG 4/VMIG 4: This designation denotes adequate quality.
            Protection commonly regarded as required of an investment security
            is present and although not distinctly or predominantly
            speculative, there is specific risk.

             SG: This designation denotes speculative quality. Debt
            instruments in this category lack margins of protection.

Standard    Corporate and Municipal Bond Ratings
& Poor's
Ratings     Investment Grade
Services     AAA: Debt rated AAA has the highest rating assigned by S&P.
            Capacity to pay interest and repay principal is extremely strong.

             AA: Debt rated AA has a very strong capacity to pay interest and
            repay principal and differs from the highest rated issues only in
            small degree.

             A: Debt rated A has a strong capacity to pay interest and repay
            principal although it is somewhat more susceptible to the adverse
            effects of changes in circumstances and economic conditions than
            debt in higher rated categories.

             BBB: Debt rated BBB is 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 to pay interest and repay principal for debt in this
            category than in higher-rated categories.

            Speculative Grade
             Debt rated BB, B, CCC, CC, and C is regarded as having
            predominantly speculative characteristics with respect to capacity
            to pay interest and repay principal. BB indicates the least degree
            of speculation and C the highest. While such debt will likely have
            some quality and protective characteristics, these are outweighed
            by large uncertainties or major exposures to adverse conditions.

             BB: Debt rated BB has less near-term vulnerability to default
            than other speculative issues. However, it faces major ongoing
            uncertainties or exposure to adverse business, financial, or
            economic conditions which could lead to inadequate capacity to
            meet timely interest and principal payments. The BB rating
            category is also used for debt subordinated to senior debt that is
            assigned an actual or implied BBB-rating.

             B: Debt rated B has a greater vulnerability to default but
            currently has the capacity to meet interest payments and principal
            repayments. Adverse business, financial, or economic conditions
            will likely impair capacity or willingness to pay interest and
            repay principal. The B rating category is also used for debt
            subordinated to senior debt that is assigned an actual or implied
            BB or BB-rating.

             CCC: Debt rated CCC has a currently identifiable vulnerability to
            default and is 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, it is 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.

A-3 Pacific Investment Management Series
<PAGE>

             CC: The rating CC is typically applied to debt subordinated to
            senior debt that is assigned an actual or implied CCC rating.

             C: The rating C is typically applied to debt subordinated to
            senior debt that 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.

             CI: The rating CI is reserved for income bonds on which no
            interest is being paid.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period. The D rating will also be used upon the filing of a
            bankruptcy petition if debt service payments are jeopardized.

             Plus (+) or Minus (-): The ratings from AA to CCC may be modified
            by the addition of a plus or minus sign to show relative standing
            within the major rating categories.

             Provisional ratings: The letter "p" indicates that the rating is
            provisional. A provisional rating assumes the successful
            completion of the project being financed by the debt being rated
            and indicates that payment of debt service requirements is largely
            or entirely dependent upon the successful and timely completion of
            the project. This rating, however, while addressing credit quality
            subsequent to completion of the project, makes no comment on the
            likelihood of, or the risk of default upon failure of, such
            completion. The investor should exercise his own judgment with
            respect to such likelihood and risk.

             r: The "r" is attached to highlight derivative, hybrid, and
            certain other obligations that S&P believes may experience high
            volatility or high variability in expected returns due to non-
            credit risks. Examples of such obligations are: securities whose
            principal or interest return is indexed to equities, commodities,
            or currencies; certain swaps and options; and interest only and
            principal only mortgage securities.

             The absence of an "r" symbol should not be taken as an indication
            that an obligation will exhibit no volatility or variability in
            total return.

             N.R.: Not rated.

             Debt obligations of issuers outside the United States and its
            territories are rated on the same basis as domestic corporate and
            municipal issues. The ratings measure the creditworthiness of the
            obligor but do not take into account currency exchange and related
            uncertainties.

Commercial  An S&P commercial paper rating is a current assessment of the
Paper       likelihood of timely payment of debt having an original maturity
Rating      of no more than 365 days. Ratings are graded into several
Definitions categories, ranging from A for the highest quality obligations to
            D for the lowest. These categories are as follows:

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

             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.

             B: Issues rated B are regarded as having only speculative
            capacity for timely payment.

                                                                Prospectus A-4
<PAGE>


             C: This rating is assigned to short-term debt obligations with a
            doubtful capacity for payment.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due, even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period.

             A commercial paper rating is not a recommendation to purchase,
            sell or hold a security inasmuch as it does not comment as to
            market price or suitability for a particular investor. The ratings
            are based on current information furnished to S&P by the issuer or
            obtained from other sources it considers reliable. S&P does not
            perform an audit in connection with any rating and may, on
            occasion, rely on unaudited financial information. The ratings may
            be changed, suspended, or withdrawn as a result of changes in or
            unavailability of such information.

A-5 Pacific Investment Management Series
<PAGE>

            -------------------------------------------------------------------
PIMCO       INVESTMENT ADVISER AND ADMINISTRATOR
Funds:      PIMCO, 840 Newport Center Drive, Suite 300, Newport Beach, CA
Pacific     92660
Investment
Management  -------------------------------------------------------------------
Series      CUSTODIAN
            Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
            MO 64105
            -------------------------------------------------------------------
            TRANSFER AGENT
            National Financial Data Services, 330 W. 9th Street, 4th Floor,
            Kansas City, MO 64105
            -------------------------------------------------------------------
            INDEPENDENT ACCOUNTANTS
            PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO 64105
            -------------------------------------------------------------------
            LEGAL COUNSEL
            Dechert Price & Rhoads, 1775 Eye Street N.W., Washington, D.C.
            20006
            -------------------------------------------------------------------
<PAGE>

The Trust's Statement of Additional Information ("SAI") and annual and
semi-annual reports to shareholders include additional information about the
Funds. The SAI and the financial statements included in the Funds' most recent
annual report to shareholders are incorporated by reference into this
Prospectus, which means they are part of this Prospectus for legal purposes. The
Funds' annual report discusses the market conditions and investment strategies
that significantly affected each Funds' performance during its last fiscal year.

You may get free copies of any of these materials, request other information
about a Fund, or make shareholder inquiries by calling the Trust at
1-800-927-4648 or PIMCO Infolink Audio Response Network at 1-800-987-4626, or by
writing to:

PIMCO Funds: Pacific Investment
Management Series
840 Newport Center Drive
Suite 300
Newport Beach, CA 92660

You can also visit our Web site at www.pimco.com for additional information
about the Funds.

You may review and copy information about the Trust, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the Commission at 1-800-SEC-0330 for information about the
operation of the public reference room. You may also access reports and other
information about the trust on the Commission's Web site at www.sec.gov. You may
get copies of this information, with payment of a duplication fee, by writing
the Public Reference Section of the Commission. Washington, D.C. 20549-6009. You
may need to refer to the Trust's file number under the Investment Company Act,
which is 811-5028.

P  I  M  C  O
- -------------
    F U N D S

PIMCO Funds

840 Newport Center Drive
Suite 300
Newport Beach, CA 92660

www.pimco.com


PY000.11/99

<PAGE>

                  PIMCO Funds Prospectus

                  --------------------------------  ----------------------------
Pacific           SHORT DURATION BOND FUNDS         HIGH YIELD BOND FUNDS
Investment        Money Market Fund                 High Yield Fund
Management        Short-Term Fund
Series            Low Duration Fund                 ----------------------------
                                                    INFLATION-INDEXED BOND FUNDS
November 1, 1999  --------------------------------  Real Return Bond Fund
                  INTERMEDIATE DURATION BOND FUNDS
Share Classes     Total Return Fund                 ---------------------------
 A    B    C                                        CONVERTIBLE BOND FUNDS
                  --------------------------------  Convertible Bond Fund
                  LONG DURATION BOND FUNDS
                  Long-Term U.S. Government Fund    ----------------------------
                                                    STOCK AND BOND FUNDS
                  --------------------------------  Strategic Balanced Funds
                  INTERNATIONAL BOND FUNDS
                  Global Bond Fund II               ----------------------------
                  Foreign Bond Fund                 ENHANCED INDEX STOCK FUNDS
                  Emerging Markets Bond Fund        StocksPLUS Fund


                                                                       P I M C O
                                                                       ---------
                  This cover is not part of the Prospectus                 FUNDS
<PAGE>

            PIMCO Funds Prospectus

PIMCO       This Prospectus describes 13 mutual funds offered by PIMCO Funds:
Funds:      Pacific Investment Management Series. The Funds provide access to
Pacific     the professional investment advisory services offered by Pacific
Investment  Investment Management Company ("PIMCO"). As of September 30, 1999,
Management  PIMCO managed approximately $181 billion in assets.
Series
            This Prospectus explains what you should know about the Funds
November    before you invest. Please read it carefully.
1, 1999
            The Securities and Exchange Commission has not approved or
Share       disapproved these securities, or determined if this Prospectus is
Classes     truthful or complete. Any representation to the contrary is a
A, B and C  criminal offense.



1  Pacific Investment Management Series
<PAGE>



            Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summaries
           Money Market Fund..............................................   5
           Short-Term Fund................................................   7
           Low Duration Fund..............................................   9
           Total Return Fund..............................................  11
           Long-Term U.S. Government Fund.................................  13
           Global Bond Fund II............................................  15
           Foreign Bond Fund..............................................  17
           Emerging Markets Bond Fund.....................................  19
           High Yield Fund................................................  21
           Real Return Bond Fund..........................................  23
           Convertible Bond Fund..........................................  25
           Strategic Balanced Fund........................................  27
           StocksPLUS Fund................................................  29
         Summary of Principal Risks.......................................  31
         Management of the Funds..........................................  33
         Investment Options...............................................  35
         How Fund Shares are Priced.......................................  38
         How to Buy and Sell Shares.......................................  39
         Fund Distributions...............................................  42
         Tax Consequences.................................................  43
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  44
         Financial Highlights.............................................  53
         Appendix A--Description of Securities Ratings.................... A-1
</TABLE>

                                                                 Prospectus  2
<PAGE>

            Summary Information

 The table below compares certain investment characteristics of the Funds.
 Other important characteristics are described in the individual Fund
 Summaries beginning on page 5. Following the table are certain key concepts
 which are used throughout the prospectus.

<TABLE>
<CAPTION>
                                                                                                      Non-U.S. Dollar
                                                                                                      Denominated
                                     Main Investments   Duration             Credit Quality(1)        Securities(2)
- --------------------------------------------------------------------------------------------------------------------------
<C>               <C>                <S>                <C>                  <C>                      <C>
Short Duration    Money Market       Money market       (less than or        Min 95% Aaa or               0%
Bond Funds                           instruments        equal to) 90 days    Prime 1; (less than
                                                        dollar-weighted      or equal to) 5% Aa
                                                        average maturity     or Prime 2
                  --------------------------------------------------------------------------------------------------------
                  Short-Term         Money market       0-1 year             B to Aaa; max                0-5%
                                     instruments and                         10% below Baa
                                     short maturity
                                     fixed income
                                     securities
                  --------------------------------------------------------------------------------------------------------
                  Low Duration       Short maturity     1-3 years            B to Aaa; max                0-20%
                                     fixed income                            10% below Baa
                                     securities
- --------------------------------------------------------------------------------------------------------------------------
Intermediate      Total Return       Intermediate       3-6 years            B to Aaa; max                0-20%
Duration                             maturity fixed                          10% below Baa
Bond Funds                           income securities
- --------------------------------------------------------------------------------------------------------------------------
Long Duration     Long-Term          Long-term          (greater than        A to Aaa                     0%
Bond Funds        U.S. Government    maturity fixed     or equal to)
                                     income securities  8 years
- --------------------------------------------------------------------------------------------------------------------------
International     Global Bond II     U.S. and hedged    3-7 years            B to Aaa; max                25-75%
Bond Funds                           non-U.S.                                10% below Baa
                                     intermediate
                                     maturity fixed
                                     income securities
                  --------------------------------------------------------------------------------------------------------
                  Foreign Bond       Intermediate       3-7 years            B to Aaa; max                (greater than or
                                     maturity hedged                         10% below Baa                equal to) 85%
                                     non-U.S. fixed
                                     income securities
                  --------------------------------------------------------------------------------------------------------
                  Emerging           Emerging market    0-8 years            B to Aaa                     (greater than or
                  Markets Bond       fixed income                                                         equal to) 80%
                                     securities
- --------------------------------------------------------------------------------------------------------------------------
High Yield        High Yield         Higher yielding    2-6 years            B to Aaa; min                0%
Bond Funds                           fixed income                            65% below Baa
                                     securities
- --------------------------------------------------------------------------------------------------------------------------
Inflation-Indexed Real Return Bond   Inflation-         N/A                  B to Aaa; max                0-35%
Bond Funds                           indexed fixed                           10% below Baa
                                     income securities
- --------------------------------------------------------------------------------------------------------------------------
Convertible       Convertible Bond   Convertible        N/A                  Caa to Aaa; max              0-20%
Bond Funds                           securities                              35% below Baa
                                                                             and 10% below B
- --------------------------------------------------------------------------------------------------------------------------
Stock and Bond    Strategic Balanced Intermediate       0-6 years            B to Aaa; max                0-20%
Funds                                maturity fixed-                         10% below Baa
                                     income securities
                                     and S&P 500 stock
                                     index derivatives
- --------------------------------------------------------------------------------------------------------------------------
Enhanced Index    StocksPLUS         S&P 500 stock      0-1 year             B to Aaa; max                0-20%
Stock Funds                          index derivatives                       10% below Baa
                                     backed by a
                                     portfolio of
                                     short-term fixed-
                                     income securities
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1) As rated by Moody's Investors Service, Inc., or equivalently rated by
     Standard & Poor's Rating Service, or if unrated, determined by PIMCO to
     be of comparable quality.
 (2) Percentage limitations relate to non-U.S. dollar-denominated securities
     for all Funds except the Global Bond II, Foreign Bond and Emerging
     Markets Bond Funds. Percentage limitations for these three Funds relate
     to securities of non-U.S. issuers, denominated in any currency. Each Fund
     (except the Long-Term U.S. Government Fund) may invest beyond these
     limits in U.S. dollar-denominated securities of non-U.S. issuers.

3  Pacific Investment Management Series
<PAGE>

            Summary Information (continued)

Fixed       The "Fixed Income Funds" are the Money Market, Short-Term, Low
Income      Duration, Total Return, Long-Term U.S. Government, Global Bond II,
Instruments Foreign Bond, Emerging Markets Bond, High Yield, and Real Return
            Bond Funds. Each Fixed Income Fund differs from the others
            primarily in the length of the Fund's duration or the proportion
            of its investments in certain types of fixed income securities.
            Each Fixed Income Fund invests at least 65% of its assets in
            "Fixed Income Instruments," which as used in this Prospectus
            includes:

            . securities issued or guaranteed by the U.S. Government, its
              agencies or instrumentalities ("U.S. Government Securities");
            . corporate debt securities of U.S. and non-U.S. issuers,
              including convertible securities and corporate commercial paper;
            . mortgage-backed and other asset-backed securities;
            . inflation-indexed bonds issued both by governments and
              corporations;
            . structured notes, including hybrid or "indexed" securities,
              event-linked bonds and loan participations;
            . delayed funding loans and revolving credit facilities;
            . bank certificates of deposit, fixed time deposits and bankers'
              acceptances;
            . repurchase agreements and reverse repurchase agreements;
            . debt securities issued by states or local governments and their
              agencies, authorities and other instrumentalities;
            . obligations of non-U.S. governments or their subdivisions,
              agencies and instrumentalities; and
            . obligations of international agencies or supranational entities.

Duration    Duration is a measure of the expected life of a fixed income
            security that is used to determine the sensitivity of a security's
            price to changes in interest rates. The longer a security's
            duration, the more sensitive it will be to changes in interest
            rates. Similarly, a Fund with a longer average portfolio duration
            will be more sensitive to changes in interest rates than a Fund
            with a shorter average portfolio duration.

Credit      In this Prospectus, references are made to credit ratings of debt
Ratings     securities which measure an issuer's expected ability to pay
            principal and interest over time. Credit ratings are determined by
            rating organizations, such as Standard & Poor's Rating Service
            ("S&P") or Moody's Investors Service, Inc. ("Moody's"). The
            following terms are generally used to describe the credit quality
            of debt securities depending on the security's credit rating or,
            if unrated, credit quality as determined by PIMCO:

            . high quality
            . investment grade
            . below investment grade ("high yield securities" or "junk bonds")

            For a further description of credit ratings, see "Appendix A--
            Description of Securities Ratings."

Fund        The Funds provide a broad range of investment choices. The
Descrip-    following summaries identify each Fund's investment objective,
tions,      principal investments and strategies, principal risks, performance
Performance information and fees and expenses. A more detailed "Summary of
and Fees    Principal Risks" describing principal risks of investing in the
            Funds begins after the Fund Summaries.

             It is possible to lose money on investments in the Funds. An
            investment in a Fund is not a deposit of a bank and is not
            guaranteed or insured by the Federal Deposit Insurance Corporation
            or any other government agency.

                                                                   Prospectus  4
<PAGE>

            PIMCO Money Market Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus            Credit Quality
Investments   Seeks maximum         Money market          Minimum 95% rated Aaa
and           current income,       instruments           or Prime 1; (less than
Strategies    consistent with                             or equal to) 5% Aa or
              preservation of       Average Portfolio     Prime 2
              capital and daily     Maturity
              liquidity             (Less than or equal   Dividend Frequency
                                    to) 90 days dollar-   Declared daily and
              Fund Category         weighted average      distributed monthly
              Short Duration Bond   maturity

            The Fund seeks to achieve its investment objective by investing at
            least 95% of its assets in a diversified portfolio of money market
            securities that are in the highest rating category for short-term
            obligations. The Fund also may invest up to 5% of its assets in
            money market securities that are in the second-highest rating
            category for short-term obligations. The Fund may only invest in
            U.S. dollar-denominated securities that mature in 397 days or
            fewer from the date of purchase. The dollar-weighted average
            portfolio maturity of the Fund may not exceed 90 days.

             The Fund attempts to maintain a stable net asset value of $1.00
            per share, although there is no assurance that it will be
            successful in doing so.

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

             The Fund's investments will comply with applicable rules
            governing the quality, maturity and diversification of securities
            held by money market funds.

- --------------------------------------------------------------------------------
Principal   An investment in the Fund is not insured or guaranteed by the
Risks       Federal Deposit Insurance Corporation or any other government
            agency. Although the Fund seeks to preserve the value of your
            investment at $1.00 per share, it is possible to lose money by
            investing in the Fund. Among the principal risks of investing in
            the Fund, which could adversely affect its net asset value, yield
            and total return, are:

              . Interest Rate Risk   . Issuer Risk
              . Credit Risk          . Management Risk
              . Market Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/13/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. To obtain the Fund's current yield, call 1-800-
            927-4648. Past performance is no guarantee of future results.

5  Pacific Investment Management Series
<PAGE>

            PIMCO Money Market Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
              Annual Return                 1/1/99-6/30/99                 2.10%

             '92    '93    '94              Highest and Lowest Quarter Returns
            3.18%  2.54%  3.66%             (for periods shown in the bar chart)
                                            ------------------------------------
         '95    '96    '97    '98           Highest (10/1/95-12/31/95)     1.65%
         5.80%  5.02%  5.04%  4.97%         ------------------------------------
                                            Lowest (4/1/93-6/30/93)        0.61%
      Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                         Fund Inception
                                                      1 Year   5 Years   (3/1/91)(/3/)
            ---------------------------------------------------------------------------
            <S>                                       <C>      <C>       <C>
            Class A                                   4.97%    4.90%     4.43%
            ---------------------------------------------------------------------------
            Class B                                   4.13%    3.99%     3.51%
            ---------------------------------------------------------------------------
            Class C                                   5.06%    4.92%     4.44%
            ---------------------------------------------------------------------------
            Salomon 3-month Treasury Bill Index(/1/)  5.05%    5.10%     4.70%
            ---------------------------------------------------------------------------
            Lipper Money Market Fund Avg(/2/)         4.84%    4.77%     4.40%
            ---------------------------------------------------------------------------
</TABLE>
            (1) The Salomon 3-month Treasury Bill Index is an unmanaged index
                representing monthly return equivalents of yield averages of the
                last 3 month Treasury Bill issues. It is not possible to invest
                directly in the index.
            (2) The Lipper Money Market Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest in high quality financial instruments
                (rated in the top two grades) with dollar-weighted average
                maturities of less than 90 days. It does not take into account
                sales charges.
            (3) The Fund commenced operations on 3/1/91. Index comparisons begin
                on 2/28/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  None(/1/)                                        None
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             None
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             None
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Regular sales charges apply when Class A shares of the Money
                Market Fund (on which no sales charge was paid at the time of
                purchase) are exchanged for shares of any other Fund.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.15%    0.10%             0.35%         0.60%
            --------------------------------------------------------------------
            Class B      0.15     1.00              0.35          1.50
            --------------------------------------------------------------------
            Class C      0.15     0.10              0.35          0.60
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.35% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $61       $192       $335      $750      $61       $192      $335       $750
         --------------------------------------------------------------------------------------------
         Class B       653        774      1,018     1,429      153        474       818      1,429
         --------------------------------------------------------------------------------------------
         Class C       161        192        335       750       61        192       335        750
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  6
<PAGE>

            PIMCO Short-Term Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective     Fund Focus           Credit Quality
Investments   Seeks maximum current    Money market         B to Aaa; maximum
and           income, consistent       instruments and      10% below Baa
Strategies    with preservation of     short maturity
              capital and daily        fixed income         Dividend Frequency
              liquidity                securities           Declared daily and
                                                            distributed monthly
              Fund Category            Average Portfolio
              Short Duration Bond      Duration
                                       0-1 year

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            does not exceed one year. For point of reference, the dollar-
            weighted average portfolio maturity of the Fund is normally not
            expected to exceed three years.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 5% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Issuer Risk         . Leveraging Risk
              . Credit Risk          . Derivatives Risk    . Management Risk
              . Market Risk          . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with a broad-based securities market index and an index of similar
            funds. The bar chart and the information to its right show
            performance of the Fund's Class A shares, but do not reflect the
            impact of sales charges (loads). If they did, the returns would be
            lower than those shown. Unlike the bar chart, performance for
            Class A, B and C shares in the Average Annual Total Returns table
            reflect the impact of sales charges. For periods prior to the
            inception date of Class A, B and C shares (1/20/97), performance
            information shown in the bar chart and table for those classes is
            based on the performance of the Fund's Institutional Class shares,
            which are offered in a different prospectus. The prior
            Institutional Class performance has been adjusted to reflect the
            actual sales charges (in the Average Annual Total Returns table
            only), distribution and/or service (12b-1) fees, administrative
            fees and other expenses paid by Class A, B and C shares. Past
            performance is no guarantee of future results.

7  Pacific Investment Management Series
<PAGE>

            PIMCO Short-Term Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
             Annual Return                  1/1/99-6/30/99                 2.31%

      '89   '90   '91   '92   '93           Highest and Lowest Quarter Returns
     9.00% 8.04% 6.23% 3.21% 4.21%          (for periods shown in the bar chart)
                                            ------------------------------------
      '94   '95   '96   '97   '98           Highest (10/1/95-12/31/95)     2.49%
     2.48% 8.76% 6.58% 6.07% 5.32%          ------------------------------------
                                            Lowest (1/1/94-3/31/94)        0.10%
    Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                       1 Year   5 Years   10 Years
            ----------------------------------------------------------------------
            <S>                                        <C>      <C>       <C>
            Class A                                     3.21%   5.40%     5.76%
            ----------------------------------------------------------------------
            Class B                                    -0.45%   4.73%     5.41%
            ----------------------------------------------------------------------
            Class C                                     4.02%   5.51%     5.66%
            ----------------------------------------------------------------------
            Salomon 3-month Treasury Bill Index(/1/)    5.05%   5.10%     4.70%
            ----------------------------------------------------------------------
            Lipper Ultrashort Obligation Fund Avg(/2/)  5.41%   5.38%     5.84%
            ----------------------------------------------------------------------
</TABLE>
            (1) The Salomon 3-month Treasury Bill Index is an unmanaged index
                representing monthly return equivalents of yield averages of the
                last 3 month Treasury Bill issues. It is not possible to invest
                directly in the index.
            (2) The Lipper Ultrashort Obligation Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                investment-grade debt issues or better, and maintain a portfolio
                dollar-weighted average maturity between 91 and 365 days. It
                does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  2%                                               1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>

            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.35%         0.85%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.35          1.60
            --------------------------------------------------------------------
            Class C      0.25     0.55              0.35          1.15
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.35% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $285      $466       $662     $1,228     $285      $466      $662      $1,228
         --------------------------------------------------------------------------------------------
         Class B        663       805      1,071      1,601      163       505       871       1,601
         --------------------------------------------------------------------------------------------
         Class C        217       365        633      1,398      117       365       633       1,398
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  8
<PAGE>

            PIMCO Low Duration Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus          Credit Quality
Investments   Seeks maximum total     Short maturity      B to Aaa; maximum
and           return, consistent      fixed income        10% below Baa
Strategies    with preservation of    securities
              capital and prudent                         Dividend Frequency
              investment management   Average Portfolio   Declared daily and
                                      Duration            distributed monthly
              Fund Category           1-3 years
              Short Duration Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a one- to three-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk . Derivatives Risk        . Currency Risk
              . Credit Risk        . Liquidity Risk          . Leveraging Risk
              . Market Risk        . Mortgage Risk           . Management Risk
              . Issuer Risk        . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/13/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

9  Pacific Investment Management Series
<PAGE>

            PIMCO Low Duration Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                 Annual Return              1/1/99-6/30/99                 0.82%

          '89   '90    '91   '92   '93      Highest and Lowest Quarter Returns
         11.07% 8.54% 12.94% 7.20% 7.27%    (for periods shown in the bar chart)
                                            ------------------------------------
         '94    '95    '96   '97   '98      Highest (4/1/89-6/30/89)       5.40%
         0.16% 11.41%  5.64% 7.74% 6.66%    ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -0.44%
        Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                        1 Year   5 Years   10 Years
            -----------------------------------------------------------------------
            <S>                                         <C>      <C>       <C>
            Class A                                     3.47%    5.61%     7.48%
            -----------------------------------------------------------------------
            Class B                                     0.87%    5.13%     7.24%
            -----------------------------------------------------------------------
            Class C                                     5.13%    5.74%     7.28%
            -----------------------------------------------------------------------
            Merrill Lynch 1-3 Year Treasury Index(/1/)  7.00%    5.99%     7.37%
            -----------------------------------------------------------------------
            Lipper Short Investment Grade Debt
             Fund Avg(/2/)                              5.78%    5.41      7.02%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index
                of U.S Treasury obligations having maturities from one to 2.99
                years. It is not possible to invest directly in the index.
            (2) The Lipper Short Investment Grade Debt Fund Average is a total
                return performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                investment-grade debt issues (rated in the top four grades) with
                dollar-weighted average maturities of less than three years. It
                does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  3%                                               1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.40%         0.90%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
            Class C      0.25     0.75              0.40          1.40
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $389      $578       $784     $1,375     $389      $578      $784      $1,375
         --------------------------------------------------------------------------------------------
         Class B        668       820      1,097      1,657      168       520       897       1,657
         --------------------------------------------------------------------------------------------
         Class C        243       443        766      1,680      143       443       766       1,680
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  10
<PAGE>

            PIMCO Total Return Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus            Credit Quality
Investments   Seeks maximum total     Intermediate          B to Aaa; maximum
and           return, consistent      maturity fixed        10% below Baa
Strategies    with preservation of    income securities
              capital and prudent                           Dividend Frequency
              investment management   Average Portfolio     Declared daily and
                                      Duration              distributed monthly
              Fund Category           3-6 years
              Intermediate Duration
              Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a three- to six-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk  . Derivatives Risk        . Currency Risk
             . Credit Risk         . Liquidity Risk          . Leveraging Risk
             . Market Risk         . Mortgage Risk           . Management Risk
             . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/13/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of
            future results.

11  Pacific Investment Management Series
<PAGE>

            PIMCO Total Return Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                Annual Return               1/1/99-6/30/99                -1.38%

     '89    '90     '91   '92     '93       Highest and Lowest Quarter Returns
    13.71%  7.54%  19.02  9.26%  12.05%     (for periods shown in the bar chart)
                                            ------------------------------------
     '94     '95    '96    '97    '98       Highest (4/1/89-6/30/89)       8.13%
    -4.02%  19.23%  4.22%  9.65%  9.25%     ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -2.80%
      Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                        1 Year   5 Years   10 Years
            -----------------------------------------------------------------------
            <S>                                         <C>      <C>       <C>
            Class A                                     4.33%    6.41%     9.29%
            -----------------------------------------------------------------------
            Class B                                     3.45%    6.30%     9.23%
            ------------------------------------------------------------------------
            Class C                                     7.44%    6.61%     9.00%
            ------------------------------------------------------------------------
            Lehman Aggregate Bond Index(/1/)            8.69%    7.27%     9.26%
            ------------------------------------------------------------------------
            Lipper Intermediate Investment Grade Debt
             Fund Avg(/2/)                              7.25%    6.35%     8.34%
            ------------------------------------------------------------------------
</TABLE>

            (1) The Lehman Brothers Aggregate Bond Index is an unmanaged index
                of investment grade, U.S. dollar-denominated fixed income
                securities of domestic issuers having a maturity greater than
                one year. It is not possible to invest directly in the index.
            (2) The Lipper Intermediate Investment Grade Debt Fund Average is a
                total return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in investment-grade debt issues (rated in the top four
                grades) with dollar-weighted average maturities of five to ten
                years. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1.0%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5.0%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1.0%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>

            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.40%         0.90%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
            Class C      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
</TABLE>

            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $538      $724       $926     $1,508     $538      $724      $926      $1,508
         --------------------------------------------------------------------------------------------
         Class B        668       820      1,097      1,657      168       520       897       1,657
         --------------------------------------------------------------------------------------------
         Class C        268       520        897      1,955      168       520       897       1,955
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  12
<PAGE>

            PIMCO Long-Term U.S. Government Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus          Credit Quality
Investments   Seeks maximum total    Long-term           A to Aaa
and           return, consistent     maturity fixed
Strategies    with preservation of   income securities   Dividend Frequency
              capital and prudent                        Declared daily and
              investment management  Average Portfolio   distributed monthly
                                     Duration
              Fund Category          (Greater than or
              Long Duration Bond     equal to) 8 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of fixed income securities that are issued
            or guaranteed by the U.S. Government, its agencies or government-
            sponsored enterprises ("U.S. Government Securities").
            Additionally, the Fund may obtain exposure to U.S. Government
            Securities through the use of futures contracts (including related
            options) with respect to such securities, and options on such
            securities, when PIMCO deems it appropriate to do so. While PIMCO
            may invest in derivatives any time it deems appropriate, it will
            generally do so when it believes that U.S. Government Securities
            are overvalued relative to derivative instruments. Assets not
            invested in U.S. Government Securities may be invested in other
            types of Fixed Income Instruments. This Fund will normally have a
            minimum average portfolio duration of eight years. For point of
            reference, the dollar-weighted average portfolio maturity of the
            Fund is normally expected to be more than ten years.

             The Fund's investments in Fixed Income Instruments are limited to
            those of U.S. dollar-denominated securities of U.S. issuers that
            are rated at least A by Moody's or S&P, or, if unrated, determined
            by PIMCO to be of comparable quality. In addition, the Fund may
            only invest up to 10% of its assets in securities rated A by
            Moody's or S&P, and may only invest up to 25% of its assets in
            securities rated Aa by Moody's or AA by S&P.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage-backed securities. The Fund may lend its portfolio
            securities to brokers, dealers and other financial institutions to
            earn income. Rather than investing directly in the securities in
            which it primarily invests, the Fund may use other investment
            techniques to gain exposure to market movements related to such
            securities, such as entering into a series of contracts to buy or
            sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Issuer Risk         . Leveraging Risk
              . Credit Risk         . Derivatives Risk    . Management Risk
              . Market Risk         . Mortgage Risks

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/20/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

13  Pacific Investment Management Series
<PAGE>

            PIMCO Long-Term U.S. Government Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
              Annual Return                 1/1/99-6/30/99                -6.07%

           '92     '93     '94              Highest and Lowest Quarter Returns
          11.56%  18.21%  -7.77%            (for periods shown in the bar chart)
                                            ------------------------------------
        '95    '96     '97     '98          Highest (4/1/95-6/30/95)      10.66%
       31.09%  0.31%  14.59%  12.97%        ------------------------------------
                                            Lowest (1/1/96-3/31/96)       -6.35%
     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                     Fund Inception
                                              1 Year     5 Years     (7/1/91)(/3/)
            -----------------------------------------------------------------------
            <S>                               <C>        <C>         <C>
            Class A                            7.88%     8.44%       11.95%
            -----------------------------------------------------------------------
            Class B                            7.09%     8.31%       11.87%
            -----------------------------------------------------------------------
            Class C                           11.09%     8.63%       11.83%
            -----------------------------------------------------------------------
            Lehman Long-Term Treasury Bond
             Index(/1/)                       13.51%     9.34%       11.66%
            -----------------------------------------------------------------------
            Lipper General U.S. Government
             Fund Avg(/2/)                     8.07%     6.15%        7.75%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Lehman Long-Term Treasury Index is an unmanaged index of
                U.S. Treasury issues with maturities greater than 10 years. It
                is not possible to invest directly in the index.
            (2) The Lipper General U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in U.S.
                government and agency issues. It does not take into account
                sales charges.
            (3) The Fund commenced operations on 7/1/91. Index comparisons begin
                on 6/30/91.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.40%         0.90%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
            Class C      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $538      $724       $926     $1,508     $538      $724      $926      $1,508
         --------------------------------------------------------------------------------------------
         Class B        668       820      1,097      1,657      168       520       897       1,657
         --------------------------------------------------------------------------------------------
         Class C        268       520        897      1,955      168       520       897       1,955
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  14
<PAGE>

            PIMCO Global Bond Fund II

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus             Credit Quality
Investments   Seeks maximum total    U.S. and hedged        B to Aaa; maximum
and           return, consistent     foreign intermediate   10% below Baa
Strategies    with preservation      maturity fixed
              of capital             income securities      Dividend Frequency
                                                            Declared daily and
              Fund Category          Average Portfolio      distributed monthly
              International Bond     Duration
                                     3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in Fixed
            Income Instruments of issuers located in at least three countries
            (one of which may be the United States), which may be represented
            by futures contracts (including related options) with respect to
            such securities, and options on such securities. The Fund invests
            primarily in securities of issuers located in economically
            developed countries. Securities may be denominated in major
            foreign currencies, baskets of foreign currencies (such as the
            euro), or the U.S. dollar. The Fund will normally hedge at least
            75% of its exposure to foreign currency to reduce the risk of loss
            due to fluctuations in currency exchange rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. Investments in the securities of issuers located outside
            the United States will normally vary between 25% and 75% of the
            Fund's assets. The average portfolio duration of this Fund
            normally varies within a three- to seven-year time frame. The Fund
            invests primarily in investment grade securities, but may invest
            up to 10% of its assets in high yield securities ("junk bonds")
            rated B or higher by Moody's or S&P, or, if unrated, determined by
            PIMCO to be of comparable quality. The Fund is non-diversified,
            which means that it may concentrate its assets in a smaller number
            of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Foreign Investment   . Mortgage Risk
              . Credit Risk           Risk                 . Derivatives Risk
              . Market Risk         . Currency Risk        . Leveraging Risk
              . Issuer Risk         . Concentration Risk   . Management Risk
                                    . Liquidity Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. Past
            performance is no guarantee of future results.

15  Pacific Investment Management Series
<PAGE>

            PIMCO Global Bond Fund II (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                -0.57%

                  Annual Return             Highest and Lowest Quarter Returns
                                            (for periods shown in the bar chart)
                '96    '97    '98           ------------------------------------
               12.40%  8.29%  7.29%         Highest (07/01/96-09/30/96)    5.29%
                                            ------------------------------------
                                            Lowest (01/01/97-03/31/97)     0.14%
         Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                       Fund Inception
                                                        1 Year         (10/2/95)(/3/)
            -------------------------------------------------------------------------
            <S>                                         <C>            <C>
            Class A                                      2.46%          8.85%
            -------------------------------------------------------------------------
            Class B                                      1.49%          8.80%
            -------------------------------------------------------------------------
            Class C                                      5.45%          9.54%
            -------------------------------------------------------------------------
            J.P. Morgan Global (Hedged) Index(/1/)      11.42%         10.89%
            -------------------------------------------------------------------------
            Lipper Growth Income Fund Avg(/2/)           6.30%          7.05%
            -------------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Global (Hedged) Index is an unmanaged index
                representative of the total return performance in U.S. dollars
                on a hedged basis of major world bond markets. It is not
                possible to invest directly in the index.
            (2) The Lipper Global Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-U.S.
                dollar debt securities of issuers located in at least three
                countries, one of which may be the United States. It does not
                take into account sales charges.
            (3) The Fund commenced operations on 10/2/95. Index comparisons
                begin on 9/30/95.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.45%         0.95%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.45          1.70
            --------------------------------------------------------------------
            Class C      0.25     1.00              0.45          1.70
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.45% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $543      $739       $952     $1,564     $543      $739      $952      $1,564
         --------------------------------------------------------------------------------------------
         Class B        673       836      1,123      1,712      173       536       923       1,712
         --------------------------------------------------------------------------------------------
         Class C        273       536        923      2,009      173       536       923       2,009
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  16
<PAGE>

            PIMCO Foreign Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus             Credit Quality
Investments   Seeks maximum total    Intermediate maturity  B to Aaa; maximum
and           return, consistent     hedged foreign         10% below Baa
Strategies    with preservation of   fixed income
              capital and prudent    securities             Dividend Frequency
              investment management                         Declared daily and
                                     Average Portfolio      distributed monthly
              Fund Category          Maturity
              International Bond     3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 85% of its assets in Fixed
            Income Instruments of issuers located outside the United States,
            representing at least three foreign countries, which may be
            represented by futures contracts (including related options) with
            respect to such securities, and options on such securities. Such
            securities normally are denominated in major foreign currencies or
            baskets of foreign currencies (such as the euro). The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. The average portfolio duration of the Fund normally
            varies within a three- to seven-year time frame. The Fund invests
            primarily in investment grade debt securities, but may invest up
            to 10% of its assets in high yield securities ("junk bonds") rated
            B or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund is non-diversified, which
            means that it may concentrate its assets in a smaller number of
            issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk  . Foreign Investment Risk  . Mortgage Risk
             . Credit Risk         . Currency Risk            . Derivatives Risk
             . Market Risk         . Concentration Risk       . Leveraging Risk
             . Issuer Risk         . Liquidity Risk           . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/20/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

17  Pacific Investment Management Series
<PAGE>

            PIMCO Foreign Bond Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                Annual Return               1/1/99-6/30/99                -0.07%

             '93     '94     '95            Highest and Lowest Quarter Returns
            15.92%  -7.72%  20.68%          (for periods shown in the bar chart)
                                            ------------------------------------
              '96    '97    '98             Highest (10/1/95-12/31/95)     7.12%
             18.42%  9.07%  9.53%           ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -4.32%
        Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                        Fund Inception
                                                      1 Year    5 Years (12/3/92)(/3/)
            --------------------------------------------------------------------------
            <S>                                       <C>       <C>     <C>
            Class A                                    4.60%    8.51%    9.85%
            --------------------------------------------------------------------------
            Class B                                    3.77%    8.44%    9.88%
            --------------------------------------------------------------------------
            Class C                                    7.71%    8.71%    9.88%
            -----------------------------------------------------------------------
            J.P. Morgan Non-U.S. Index (Hedged)(/1/)  12.09%    9.45%   10.24%
            --------------------------------------------------------------------------
            Lipper International Income Fund
             Avg(/2/)                                 11.91%    6.55%    8.01%
            --------------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Non-U.S. Index (Hedged) in an unmanaged index
                representative of the total return performance in U.S. dollars
                of major non-U.S. bond markets. It is not possible to invest
                directly in the index.
            (2) The Lipper International Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-U.S
                dollar debt securities of issuers located in at least three
                countries, excluding the United States, except in periods of
                market weakness. It does not take into account sales charges.
            (3) The Fund commenced operations 12/3/92. Index comparisons begin
                on 11/30/92.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the
Fund        Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.45%         0.95%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.45          1.70
            --------------------------------------------------------------------
            Class C      0.25     1.00              0.45          1.70
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.45% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, and the
            Fund's operating expenses remain the same. Although your actual
            costs may be higher or lower, the Examples show what your costs
            would be based on these assumptions.

<TABLE>
<CAPTION>
                          Example: Assuming you redeem shares      Example: Assuming you do not redeem
                          at the end of each period                your shares
            Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
            --------------------------------------------------------------------------------------------
            <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
            Class A       $543      $739       $952     $1,564     $543      $739      $952      $1,564
            --------------------------------------------------------------------------------------------
            Class B        673       836      1,123      1,712      173       536       923       1,712
            --------------------------------------------------------------------------------------------
            Class C        273       536        923      2,009      173       536       923       2,009
            --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  18
<PAGE>

            PIMCO Emerging Markets Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus           Credit Quality
Investments   Seeks maximum total     Emerging market      B to Aaa
and           return, consistent      fixed income
Strategies    with preservation of    securities           Dividend Frequency
              capital and prudent                          Declared daily and
              investment management   Average Portfolio    distributed monthly
                                      Duration
              Fund Category           0-8 years
              International Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in Fixed
            Income Instruments of issuers that economically are tied to
            countries with emerging securities markets. Such securities may be
            denominated in foreign currencies and the U.S. dollar. The Fund
            may invest up to 10% of its assets in shares of investment
            companies that invest primarily in emerging market debt
            securities. The average portfolio duration of the Fund varies
            based on PIMCO's forecast for interest rates and, under normal
            market conditions, is not expected to exceed eight years.

             PIMCO has broad discretion to identify and invest in countries
            that it considers to qualify as emerging securities markets.
            However, PIMCO generally considers an emerging securities market
            to be one located in any country that is defined as an emerging or
            developing economy by the World Bank or its related organizations,
            or the United Nations or its authorities. The Fund emphasizes
            countries with relatively low gross national product per capita
            and with the potential for rapid economic growth. PIMCO will
            select the Fund's country and currency composition based on its
            evaluation of relative interest rates, inflation rates, exchange
            rates, monetary and fiscal policies, trade and current account
            balances, and any other specific factors PIMCO believes to be
            relevant. The Fund likely will concentrate its investments in
            Asia, Africa, the Middle East, Latin America and the developing
            countries of Europe. The Fund may invest in securities whose
            return is based on the return of an emerging securities market,
            rather than investing directly in securities of issuers from
            emerging markets. The Fund may invest substantially all of its
            assets in high yield securities ("junk bonds") rated B or higher
            by Moody's or S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund is non-diversified, which means that
            it may concentrate its assets in a smaller number of issuers than
            a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Emerging Markets Risk . Liquidity Risk
              . Credit Risk         . Foreign Investment    . Derivatives Risk
              . Market Risk           Risk                  . Leveraging Risk
              . Issuer Risk         . Currency Risk         . Management Risk
              . High Yield Risk     . Concentration Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. Past
            performance is no guarantee of future results.

19  Pacific Investment Management Series
<PAGE>

            PIMCO Emerging Markets Bond Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                 Annual Return              1/1/99-6/30/99                 9.78%

                     '98                    Highest and Lowest Quarter Returns
                   -12.10%                  (for periods shown in the bar chart)
                                            ------------------------------------
                                            Highest (10/1/98-12/31/98)    12.17%
                                            ------------------------------------
                                            Lowest (7/1/98-9/30/98)      -21.14%
         Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                    1 Year        (7/31/97)
            --------------------------------------------------------------------
            <S>                                     <C>           <C>
            Class A                                 -16.05%       -13.46%
            --------------------------------------------------------------------
            Class B                                 -16.76%       -13.52%
            --------------------------------------------------------------------
            Class C                                 -13.58%       -11.31%
            --------------------------------------------------------------------
            J.P. Morgan Emerging Markets Bond
             Index Plus(/1/)                        -14.35%       -11.36%
            --------------------------------------------------------------------
            Lipper Emerging Market Debt
             Fund Avg(/2/)                          -20.26%       -15.58%
            --------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Emerging Markets Bond Index Plus is an
                unmanaged index which tracks the total returns for external-
                currency denominated debt instruments of emerging markets. It
                is not possible to invest directly in the index.
            (2) The Lipper Emerging Market Debt Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that seek either current income or total return
                by investing at least 65% of total assets in emerging market
                debt securities. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment
                Options--Class A, B and C Shares--Contingent Deferred Sales
                Charges (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed
                in the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.45%    0.25%             0.55%         1.25%
            --------------------------------------------------------------------
            Class B      0.45     1.00              0.55          2.00
            --------------------------------------------------------------------
            Class C      0.45     1.00              0.55          2.00
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.55% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares     Example: Assuming you do not redeem
                       at the end of each period               your shares
         Share Class   Year 1    Year 3   Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         -------------------------------------------------------------------------------------------
         <S>           <C>       <C>      <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $572      $829     $1,105    $1,893     $572      $829      $1,105    $1,893
         -------------------------------------------------------------------------------------------
         Class B        703       927      1,278     2,038      203       627       1,078     2,038
         -------------------------------------------------------------------------------------------
         Class C        303       627      1,078     2,327      203       627       1,078     2,327
         -------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  20
<PAGE>

            PIMCO High Yield Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus          Credit Quality
Investments   Seeks maximum total     Higher yielding     B to Aaa; minimum 65%
and           return, consistent      fixed income        below Baa
Strategies    with preservation of    securities
              capital and prudent                         Dividend Frequency
              investment management   Average Portfolio   Declared daily and
                                      Duration            distributed monthly
              Fund Category           2-6 years
              High Yield Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of high yield securities ("junk bonds")
            rated below investment grade but rated at least B by Moody's or
            S&P, or, if unrated, determined by the Adviser to be of comparable
            quality. The remainder of the Fund's assets may be invested in
            investment grade Fixed Income Instruments. The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            may not invest in securities denominated in foreign currencies,
            but may invest without limit in U.S. dollar-denominated securities
            of foreign issuers.

             The Fund may invest up to 15% of its assets in derivative
            instruments, such as options, futures contracts or swap
            agreements, or in mortgage- or asset-backed securities. The Fund
            may lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of income earned on the Fund's
            investments, plus capital appreciation, if any, which generally
            arises from decreases in interest rates or improving credit
            fundamentals for a particular sector or security.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Issuer Risk       . Foreign Investment
              . Credit Risk         . Liquidity Risk      Risk
              . High Yield Risk     . Derivatives Risk  . Leveraging Risk
              . Market Risk         . Mortgage Risk     . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/13/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

21  Pacific Investment Management Series
<PAGE>

            PIMCO High Yield Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                  Annual Return             1/1/99-6/30/99                 0.85%

               '93     '94      '95         Highest and Lowest Quarter Returns
              18.26%   2.01%   20.23%       (for periods shown in the bar chart)
                                            ------------------------------------
               '96      '97     '98         Highest (1/1/93-3/31/93)       6.17%
              11.28%   12.78%   6.12%       ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -1.86%

            Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                                     Fund Inception
                                                                  1 Year   5 Years   (12/16/92)(/3/)
            ----------------------------------------------------------------------------------------
            <S>                                                   <C>      <C>       <C>
            Class A                                                1.34%   9.30%     10.71%
            ----------------------------------------------------------------------------------------
            Class B                                                0.42%   9.23%     10.75%
            ----------------------------------------------------------------------------------------
            Class C                                                4.34%   9.52%     10.76%
            ----------------------------------------------------------------------------------------
            Lehman Brothers BB Intermediate Corporate Index(/1/)   5.74%   9.09%     10.00%
            ----------------------------------------------------------------------------------------
            Lipper High Current Yield Fund Avg(/2/)               -0.44%   7.37%      9.36%
            ----------------------------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers BB Intermediate Corporate Index is an
                unmanaged index comprised of various fixed income securities
                rated BB. It is not possible to invest directly in the index.
            (2) The Lipper High Current Yield Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that aim at high (relative) current yield from
                fixed income securities, have no quality or maturity
                restrictions, and tend to invest in lower grade debt issues.
                It does not take into account sales charges.
            (3) The Fund commenced operations on 12/16/92. Index comparisons
                begin on 12/31/92.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the
Fund        Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.40%         0.90%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
            Class C      0.25     1.00              0.40          1.65
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                         Example: Assuming you redeem shares     Example: Assuming you do not redeem
                         at the end of each period               your shares
            Share Class  Year 1    Year 3    Year 5   Year 10    Year 1    Year 3    Year 5    Year 10
            ------------------------------------------------------------------------------------------
            <S>          <C>       <C>       <C>      <C>        <C>       <C>       <C>       <C>
            Class A      $538      $724       $926    $1,508     $538      $724      $926      $1,508
            ------------------------------------------------------------------------------------------
            Class B       668       820      1,097     1,657      168       520       897       1,657
            ------------------------------------------------------------------------------------------
            Class C       268       520        897     1,955      168       520       897       1,955
            ------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  22
<PAGE>

            PIMCO Real Return Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum real    Inflation-indexed   B to Aaa; maximum 10%
and           return, consistent    fixed income        below Baa
Strategies    with preservation of  securities
              real capital and                          Dividend Frequency
              prudent investment    Average Portfolio   Declared daily and
              management            Duration            distributed monthly
                                    See description
              Fund Category         below
              Inflation-Indexed
              Bond

            The Fund seeks its investment objective by investing under normal
            circumstances at least 65% of its assets in inflation-indexed
            bonds issued by the U.S. and non-U.S. governments, their agencies
            or instrumentalities, and corporations. Inflation-indexed bonds
            are fixed income securities that are structured to provide
            protection against inflation. The value of the bond's principal or
            the interest income paid on the bond is adjusted to track changes
            in an official inflation measure. The U.S. Treasury uses the
            Consumer Price Index for Urban Consumers as the inflation measure.
            Inflation-indexed bonds issued by a foreign government are
            generally adjusted to reflect a comparable inflation index,
            calculated by that government. "Real return" is a measure of the
            change in purchasing power of money invested in a particular
            instrument after adjusting for inflation.

             Because of the unique features of inflation-indexed bonds, PIMCO
            uses a modified form of duration for the Fund ("real duration")
            which measures price changes as a result of changes in "real"
            interest rates. A "real" interest rate is the market interest rate
            minus expected inflation. There is no limit on the real duration
            of the Fund, but it is expected that the average real duration of
            the Fund will normally vary approximately within the range of the
            average real duration of all inflation-indexed bonds issued by the
            U.S. Treasury in the aggregate, which as of July 20, 1999 was 9.2
            years. For point of reference, it is expected that the average
            portfolio duration (as opposed to real duration) of the Fund will
            generally vary within a one- to five-year time frame, although
            this range is subject to change. The Fund may invest in fixed
            income securities of any maturity.

             The Fund invests primarily in investment grade securities, but
            may invest up to 10% of its assets in securities rated below
            investment grade but rated B or higher by Moody's or S&P (or, if
            unrated, determined by the Adviser to be of comparable quality).
            The Fund may invest up to 35% of its assets in non-inflation
            indexed Fixed Income Instruments. The Fund also may invest up to
            35% of its assets in securities denominated in foreign currencies,
            and may invest beyond this limit in U.S. dollar denominated
            securities of foreign issuers. The Fund is non-diversified, which
            means that it may concentrate its assets in a smaller number of
            issuers than a diversified Fund. The Fund may also invest up to
            35% of its assets in securities denominated in foreign currencies,
            and may invest beyond this limit in U.S. dollar-denominated
            securities of foreign issuers. The Fund will normally hedge at
            least 75% of its exposure to foreign currency to reduce the risk
            of loss due to fluctuations in currency exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Derivatives Risk        . Currency Risk
              . Credit Risk         . Liquidity Risk          . Leveraging Risk
              . Market Risk         . Concentration Risk      . Management Risk
              . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. Past
            performance is no guarantee of future results.

23  Pacific Investment Management Series
<PAGE>

            PIMCO Real Return Bond Fund (continued)

            Calendar Year Total Returns -- Class A

                                          More Recent Return Information
                                          --------------------------------------
                                          1/1/99-6/30/99                   3.94%
                 Annual Return
                                          Highest and Lowest Quarter Returns
                     '98                  (for periods shown in the bar chart)
                     4.77%                ------------------------------------
                                          Highest (7/1/98-9/30/98)       3.09%
                                          ------------------------------------
                                          Lowest (9/1/98-12/31/98)      -0.15%

         Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                     Fund Inception
                                                          1 Year     (1/29/97)
            -----------------------------------------------------------------------
            <S>                                           <C>        <C>
            Class A                                        1.63%     2.76%
            -----------------------------------------------------------------------
            Class B                                       -0.98%     1.66%
            -----------------------------------------------------------------------
            Class C                                        3.27%     3.87%
            -----------------------------------------------------------------------
            Lehman Brothers Inflation
             Linked Treasury Index(/1/)                    3.95%     3.32%
            -----------------------------------------------------------------------
            Lipper Short U.S. Government Fund Avg(/2/)     5.83%     5.78%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers Inflation Linked Treasury Index is an
                unmanaged index consisting of the U.S. Treasury Inflation
                Protected Securities market. It is not possible to invest
                directly in the index.
            (2) The Lipper Short U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in securities issued or guaranteed by the U.S.
                government, its agencies, or its instrumentalities, with
                dollar-weighted average maturities of less than three years.
                It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the
Fund        Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  3%                                               1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment
                Options--Class A, B and C Shares--Contingent Deferred Sales
                Charges (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed
                in the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.25%    0.25%             0.42%         0.92%
            --------------------------------------------------------------------
            Class B      0.25     1.00              0.43          1.68
            --------------------------------------------------------------------
            Class C      0.25     0.75              0.43          1.43
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class
                C shares, a Class B or Class C shareholder may, depending upon
                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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>          <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A      $391       $584       $794     $1,397     $391      $584      $794      $1,397
         --------------------------------------------------------------------------------------------
         Class B       671        830      1,113      1,686      171       530       913       1,686
         --------------------------------------------------------------------------------------------
         Class C       246        452        782      1,713      146       452       782       1,713
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  24
<PAGE>

            PIMCO Convertible Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus          Credit Quality
Investments   Seeks maximum total     Convertible         Caa to Aaa; maximum
and           return, consistent      securities          35% below Baa and 10%
Strategies    with prudent                                below B
              investment management   Average Portfolio
                                      Duration            Dividend Frequency
              Fund Category           N/A                 Declared and
              Convertible Bond                            distributed quarterly

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of convertible securities. Convertible
            securities include but are not limited to: corporate bonds,
            debentures, notes or preferred stocks and their hybrids that can
            be converted into (exchanged for) common stock or other
            securities, such as warrants or options, which provide an
            opportunity for equity participation.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 35% of its assets in high yield securities
            ("junk bonds") rated Caa or higher by Moody's or CCC or higher by
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality. The Fund may only invest up to 10% of its assets in
            convertible securities rated Caa or CCC or, if unrated, determined
            by the Adviser to be of comparable quality. The Fund may also
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. In addition, the
            Fund may invest up to 35% of its assets in common stocks or in
            other Fixed Income Instruments.

             Rather than investing directly in the securities in which it
            primarily invests, the Fund may use other investment techniques to
            gain exposure to market movements related to such securities, such
            as entering into a series of contracts to buy or sell such
            securities. The "total return" sought by the Fund consists of
            income earned on the Fund's investments, plus capital appreciation
            arising from increases in the market value of the Fund's holdings.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Market Risk           . High Yield Risk      . Foreign Investment
             . Issuer Risk           . Derivatives Risk       Risk
             . Emerging Markets Risk . Smaller Company Risk . Currency Risk
             . Interest Rate Risk    . Liquidity Risk       . Leveraging Risk
             . Credit Risk                                  . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance As the Fund commenced operations in April, 1999, it does not yet
Information have a full calendar year of performance. Thus, no bar chart or
            annual returns table is included for the Fund.

25  Pacific Investment Management Series
<PAGE>

            PIMCO Convertible Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1.0%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5.0%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1.0%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment
                Options--Class A, B and C Shares--Contingent Deferred Sales
                Charges (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed
                in the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.40%    0.25%             0.40%         1.05%
            --------------------------------------------------------------------
            Class B      0.40     1.00              0.40          1.80
            --------------------------------------------------------------------
            Class C      0.40     1.00              0.40          1.80
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                      Example: Assuming you redeem shares      Example: Assuming you do not redeem
                      at the end of each period                your shares
         Share Class  Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         -------------------------------------------------------------------------------------------
         <S>          <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A      $552      $769      $1,003    $1,675     $552      $769      $1,003    $1,675
         -------------------------------------------------------------------------------------------
         Class B       683       866       1,175     1,822      183       566         975     1,822
         -------------------------------------------------------------------------------------------
         Class C       283       566         975     2,116      183       566         975     2,116
         -------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  26
<PAGE>

            PIMCO Strategic Balanced Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus            Credit Quality
Investments   Seeks maximum total    Intermediate maturity B to Aaa; maximum 10%
and           return, consistent     fixed income          below Baa
Strategies    with preservation of   securities and S&P
              capital and prudent    500 stock index       Dividend Frequency
              investment management  derivatives           Declared and
                                                           distributed quarterly
              Fund Category          Average Portfolio
              Stock and Bond         Duration
                                     0-6 years

            The Fund seeks to achieve its investment objective by normally
            investing in a combination of fixed income securities and equity
            securities or derivatives on equity securities. The percentage of
            the Fund's assets invested in equities and equity derivatives or
            in fixed income securities will be determined based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income securities within specific phases of the
            business cycle. The Fund's equity exposure will vary between 45%
            and 75% of assets, and its fixed income exposure will range from a
            minimum of 25% to a maximum of 55%.

             The Fund's equity exposure normally consists of S&P 500
            derivatives, backed by a portfolio of short-term Fixed Income
            Instruments. PIMCO uses S&P 500 derivatives in addition to or in
            place of S&P 500 stocks to attempt to equal or exceed the
            performance of the S&P 500. The value of S&P 500 derivatives closely
            track changes in the value of the index. However, S&P 500
            derivatives may be purchased with a fraction of the assets that
            would be needed to purchase the equity securities directly, so that
            the remainder of the assets may be invested in Fixed Income
            Instruments. PIMCO will actively manage the fixed income assets
            serving as cover for derivatives, as well as any other fixed income
            assets held by the Fund, with a view toward enhancing the Fund's
            total return investment performance. Though the Fund does not
            normally invest directly in S&P 500 securities, when S&P 500
            derivatives appear to be overvalued relative to the S&P 500, the
            Fund may invest the equity portion of its assets in a "basket" of
            S&P 500 stocks.

             The Fund's fixed income exposure will normally consist of a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The securities may be of any maturity. The average
            portfolio duration of the fixed income portion of the Fund's
            assets will normally vary within a three- to six-year time frame.
            The Fixed Income Instruments in which the Fund invests are
            primarily investment grade, but the Fund may invest up to 10% of
            its assets in high yield securities ("junk bonds") rated B or
            higher by Moody's or S&P, or, if unrated, determined by PIMCO to
            be of comparable quality. The Fund may invest up to 20% of its
            assets in securities denominated in foreign currencies, and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements. The Fund
            may lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of net income earned on the
            Fund's investments, plus capital appreciation arising from
            increases in the market value of the Fund's holdings.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Market Risk         . Derivatives Risk         . Mortgage Risk
              . Issuer Risk         . Liquidity Risk           . Leveraging Risk
              . Interest Rate Risk  . Foreign Investment Risk  . Management Risk
              . Credit Risk         . Currency Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of broad-based securities market indices and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. Because
            Class A, B and C shares of the Fund do not have any performance
            history, performance information shown in the bar chart and table
            for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

27  Pacific Investment Management Series
<PAGE>

            PIMCO Strategic Balanced Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 6.32%
               Annual Return
                                            Highest and Lowest Quarter Returns
               '97      '98                 (for periods shown in the bar chart)
              23.69%   19.18%               ------------------------------------
                                            Highest (4/1/97-6/30/97)      12.12%
                                            ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -4.70%
       Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                        Fund Inception
                                                     1 Year             (6/28/96)(/4/)
            --------------------------------------------------------------------------
            <S>                                      <C>                <C>
            Class A                                  13.82%             19.04%
            --------------------------------------------------------------------------
            Class B                                  13.30%             19.45%
            --------------------------------------------------------------------------
            Class C                                  17.30%             20.36%
            --------------------------------------------------------------------------
            S&P 500 Index(/1/)                       25.58%             29.11%
            --------------------------------------------------------------------------
            S&P 500 and Lehman Aggregate Bond
             Index Blend(/2/)                        15.03%             17.46%
            --------------------------------------------------------------------------
            Lipper Balanced Fund Average(/3/)        13.47%             16.74%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The index used for the Fund is a static blend consisting 60% of
                the S&P 500 Composite Stock Price Index and 40% of The Lehman
                Brothers Aggregate Bond Index. This blended index reflects the
                Fund's investment strategy more accurately than the S&P 500
                Index. It is not possible to invest directly in the index.
            (3) The Lipper Balanced Fund Average is a total return performance
                average of Funds tracked by Lipper Analytical Services, Inc.,
                whose primary objective is to conserve principal by maintaining
                at all times a balanced portfolio of both stocks and bonds. It
                does not take into account sales charges.
            (4) The Fund commenced operations on 6/28/96. Index comparisons
                begin on 6/30/96.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  4.5%                                             1.0%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5.0%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1.0%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.40%    0.25%             0.40%         1.05%
            --------------------------------------------------------------------
            Class B      0.40     1.00              0.40          1.80
            --------------------------------------------------------------------
            Class C      0.40     1.00              0.40          1.80
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.

<TABLE>
<CAPTION>
                      Example: Assuming you redeem shares      Example: Assuming you do not redeem
                      at the end of each period                your shares
         Share Class  Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         -------------------------------------------------------------------------------------------
         <S>          <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A      $552      $769      $1,003    $1,675     $552      $769      $1,003    $1,675
         -------------------------------------------------------------------------------------------
         Class B       683       866       1,175     1,822      183       566         975     1,822
         -------------------------------------------------------------------------------------------
         Class C       283       566         975     2,116      183       566         975     2,116
         -------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  28
<PAGE>

            PIMCO StocksPLUS Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus           Credit Quality
Investments   Seeks total return    S&P 500 stock index  B to Aaa; maximum 10%
and           which exceeds that    derivatives backed   below Baa
Strategies    of the S&P 500        by a portfolio of
                                    short-term fixed     Dividend Frequency
              Fund Category         income securities    Declared and
              Enhanced Index Stock                       distributed quarterly
                                    Average Portfolio
                                    Duration
                                    0-1 year

            The Fund seeks to exceed the total return of the S&P 500 by
            investing under normal circumstances substantially all of its
            assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Fund may invest in common stocks, options,
            futures, options on futures and swaps. The Fund uses S&P 500
            derivatives in addition to or in place of S&P 500 stocks to
            attempt to equal or exceed the performance of the S&P 500. The
            value of S&P 500 derivatives closely track changes in the value of
            the index. However, S&P 500 derivatives may be purchased with a
            fraction of the assets that would be needed to purchase the equity
            securities directly, so that the remainder of the assets may be
            invested in Fixed Income Instruments. PIMCO actively manages the
            fixed income assets held by the Fund with a view toward enhancing
            the Fund's total return, subject to an overall portfolio duration
            which is normally not expected to exceed one year.

             The S&P 500 is composed of 500 selected common stocks that
            represent approximately two-thirds of the total market value of
            all U.S. common stocks. The Fund is neither sponsored by nor
            affiliated with S&P. The Fund seeks to remain invested in S&P 500
            derivatives or S&P 500 stocks even when the S&P 500 is declining.

             Though the Fund does not normally invest directly in S&P 500
            securities, when S&P 500 derivatives appear to be overvalued
            relative to the S&P 500, the Fund may invest all of its assets in
            a "basket" of S&P 500 stocks. Individual stocks are selected based
            on an analysis of the historical correlation between the return of
            every S&P 500 stock and the return on the S&P 500 itself. PIMCO
            may employ fundamental analysis of factors such as earnings and
            earnings growth, price to earnings ratio, dividend growth, and
            cash flows to choose among stocks that satisfy the correlation
            tests. Stocks chosen for the Fund are not limited to those with
            any particular weighting in the S&P 500.

             Assets not invested in equity securities or derivatives may be
            invested in Fixed Income Instruments. The Fund may invest up to
            10% of its assets in high yield securities ("junk bonds") rated B
            or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund may invest up to 20% of its
            assets in securities denominated in foreign currencies and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates. In addition, the Fund may
            lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income.

- --------------------------------------------------------------------------------
Principal   Under certain conditions, generally in a market where the value of
Risks       both S&P 500 derivatives and fixed income securities are
            declining, the Fund may experience greater losses than would be
            the case if it invested directly in a portfolio of S&P 500 stocks.
            Among the principal risks of investing in the Fund, which could
            adversely affect its net asset value, yield and total return, are:

              . Market Risk       . Interest Rate Risk        . Mortgage Risk
              . Issuer Risk       . Liquidity Risk            . Leveraging Risk
              . Derivatives Risk  . Foreign Investment Risk   . Management Risk
              . Credit Risk       . Currency Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risk of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A Shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (1/20/97), performance information shown in the bar chart and
            table for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

29  Pacific Investment Management Series
<PAGE>

            PIMCO StocksPLUS Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                11.34%
             Annual Return
                                            Highest and Lowest Quarter Returns
   '94    '95     '96     '97     '98       (for periods shown in the bar chart)
  2.51%  39.97%  22.59%  32.35%  27.70%     ------------------------------------
                                            Highest (10/1/98-12/31/98)    21.23%
                                            ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -9.87%
     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                     Fund Inception
                                                  1 Year   5 Years   (5/13/93)(/3/)
            -----------------------------------------------------------------------
            <S>                                   <C>      <C>       <C>
            Class A                               23.87%   23.59%    22.46%
            -----------------------------------------------------------------------
            Class B                               21.72%   23.23%    22.14%
            -----------------------------------------------------------------------
            Class C                               26.07%   23.73%    22.51%
            -----------------------------------------------------------------------
            S&P 500 Index(/1/)                    28.58%   24.06%    22.63%
            -----------------------------------------------------------------------
            Lipper Growth & Income Fund Avg(/2/)  15.80%   18.41%    17.71%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The Lipper Growth & Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that combine a growth-of-earnings orientation and
                an income requirement for level and/or rising dividends. It does
                not take into account sales charges.
            (3) The Fund began operations on 5/13/93. Index comparisons began on
                4/30/93.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
                     Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                     on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
            ---------------------------------------------------------------------------------------------------------
            <S>      <C>                                              <C>
            Class A  3%                                               1%(/1/)
            ---------------------------------------------------------------------------------------------------------
            Class B  None                                             5%(/2/)
            ---------------------------------------------------------------------------------------------------------
            Class C  None                                             1%(/3/)
            ---------------------------------------------------------------------------------------------------------
</TABLE>
            (1) Imposed only in certain circumstances where Class A shares are
                purchased without a front-end sales charge at the time of
                purchase.
            (2) 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 schedule set forth under "Investment Options--
                Class A, B and C Shares--Contingent Deferred Sales Charges
                (CDSCs)--Class B Shares."
            (3) The CDSC on Class C shares is imposed only on shares redeemed in
                the first year.

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                  Distribution                    Total Annual
                         Advisory and/or Service    Other         Fund Operating
            Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
            --------------------------------------------------------------------
            <S>          <C>      <C>               <C>           <C>
            Class A      0.40%    0.25%             0.40%         1.05%
            --------------------------------------------------------------------
            Class B      0.40     1.00              0.40          1.80
            --------------------------------------------------------------------
            Class C      0.40     0.75              0.40          1.55
            --------------------------------------------------------------------
</TABLE>
            (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
                shares, a Class B or Class C shareholder may, depending upon 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.
            (2) Other Expenses reflects a 0.40% Administrative Fee paid by the
                class.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class A, B or C shares of the Fund with the costs
            of investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, your investment has a 5% return each year, the
            reinvestment of all dividends and distributions, and the Fund's
            operating expenses remain the same. Although your actual costs may
            be higher or lower, the Examples show what your costs would be
            based on these assumptions.
<TABLE>
<CAPTION>
                      Example: Assuming you redeem shares      Example: Assuming you do not redeem
                      at the end of each period                your shares
         Share Class  Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         -------------------------------------------------------------------------------------------
         <S>          <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A      $404      $624       $862     $1,544     $404      $624      $862      $1,544
         -------------------------------------------------------------------------------------------
         Class B       683       866      1,175      1,822      183       566       975       1,822
         -------------------------------------------------------------------------------------------
         Class C       258       490        845      1,845      158       490       845       1,845
         -------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  30
<PAGE>

            Summary of Principal Risks

            The value of your investment in a Fund changes with the values of
            that Fund's investments. Many factors can affect those values. The
            factors that are most likely to have a material effect on a
            particular Fund's portfolio as a whole are called "principal
            risks." The principal risks of each Fund are identified in the
            Fund Summaries and are described in this section. Each Fund may be
            subject to additional principal risks and risks other than those
            described below because the types of investments made by a Fund
            can change over time. Securities and investment techniques
            mentioned in this summary and described in greater detail under
            "Characteristics and Risks of Securities and Investment
            Techniques" appear in bold type. That section and "Investment
            Objectives and Policies" in the Statement of Additional
            Information also include more information about the Funds, their
            investments and the related risks. There is no guarantee that the
            Fund will be able to achieve its investment objective.

Interest    As interest rates rise, the value of fixed income securities held
Rate Risk   by a Fund are likely to decrease. Securities with longer durations
            tend to be more sensitive to changes in interest rates, usually
            making them more volatile than securities with shorter durations.

Credit      A Fund could lose money if the issuer or guarantor of a fixed
Risk        income security, or the counterparty to a derivatives contract,
            repurchase agreement or a loan of portfolio securities, is unable
            or unwilling to make timely principal and/or interest payments, or
            to otherwise honor its obligations. Securities are subject to
            varying degrees of credit risk, which are often reflected in
            credit ratings. Municipal bonds are subject to the risk that
            litigation, legislation or other political events, local business
            or economic conditions, or the bankruptcy of the issuer could have
            a significant effect on an issuer's ability to make payments of
            principal and/or interest.

High        Funds that invest in high yield securities and unrated securities
Yield       of similar credit quality (commonly known as "junk bonds") may be
Risk        subject to greater levels of interest rate, credit and liquidity
            risk than Funds that do not invest in such securities. High yield
            securities are considered predominately speculative with respect
            to the issuer's continuing ability to make principal and interest
            payments. An economic downturn or period of rising interest rates
            could adversely affect the market for high yield securities and
            reduce a Fund's ability to sell its high yield securities
            (liquidity risk).

Market      The market price of securities owned by a Fund may go up or down,
Risk        sometimes rapidly or unpredictably. Securities may decline in
            value due to factors affecting securities markets generally or
            particular industries represented in the securities markets. The
            value of a security may decline due to general market conditions
            which are not specifically related to a particular company, such
            as real or perceived adverse economic conditions, changes in the
            general outlook for corporate earnings, changes in interest or
            currency rates or adverse investor sentiment generally. They may
            also decline due to factors which affect a particular industry or
            industries, such as labor shortages or increased production costs
            and competitive conditions within an industry. Equity securities
            generally have greater price volatility than fixed income
            securities.

Issuer      The value of a security may decline for a number of reasons which
Risk        directly relate to the issuer, such as management performance,
            financial leverage and reduced demand for the issuer's goods or
            services.

Liquidity   Liquidity risk exists when particular investments are difficult to
Risk        purchase or sell. A Fund's investments in illiquid securities may
            reduce the returns of the Fund because it may be unable to sell
            the illiquid securities at an advantageous time or price. Funds
            with principal investment strategies that involve foreign
            securities, derivatives or securities with substantial market
            and/or credit risk tend to have the greatest exposure to liquidity
            risk.

Derivatives Each Fund (except the Money Market Fund) may use derivatives,
Risk        which are financial contracts whose value depends on, or is
            derived from, the value of an underlying asset, reference rate or
            index. The various derivative instruments that the Funds may use
            are referenced under "Characteristics and Risks of Securities and
            Investment Techniques--Derivatives" in this Prospectus and
            described in more detail under "Investment Objectives and
            Policies" in the Statement of Additional Information. The Funds
            typically use derivatives as a substitute for taking a position in
            the underlying asset and/or as part of a strategy designed to
            reduce exposure to other risks, such as interest rate or currency
            risk. The Funds may also use derivatives for leverage, in which
            case their use would involve leveraging risk. A Fund's use of
            derivative instruments involves risks different from, or possibly
            greater than, the risks associated with investing directly in
            securities and other traditional investments. Derivatives are
            subject to a

31  Pacific Investment Management Series
<PAGE>

            number of risks described elsewhere in this section, such as
            liquidity risk, interest rate risk, market risk, credit risk and
            management risk. They also involve the risk of mispricing or
            improper valuation and the risk that changes in the value of the
            derivative may not correlate perfectly with the underlying asset,
            rate or index. A Fund investing in a derivative instrument could
            lose more than the principal amount invested. Also, suitable
            derivative transactions may not be available in all circumstances
            and there can be no assurance that a Fund will engage in these
            transactions to reduce exposure to other risks when that would be
            beneficial.

Mortgage    A Fund that purchases mortgage-related securities is subject to
Risk        certain additional risks. Rising interest rates tend to extend the
            duration of mortgage-related securities, making them more
            sensitive to changes in interest rates. As a result, in a period
            of rising interest rates, a Fund that holds mortgage-related
            securities may exhibit additional volatility. This is known as
            extension risk. In addition, mortgage-related securities are
            subject to prepayment risk. When interest rates decline, borrowers
            may pay off their mortgages sooner than expected. This can reduce
            the returns of a Fund because the Fund will have to reinvest that
            money at the lower prevailing interest rates.

Foreign     A Fund that invests in foreign securities may experience more
(Non-U.S.)  rapid and extreme changes in value than a Fund that invests
Investment  exclusively in securities of U.S. companies. The securities
Risk        markets of many foreign countries are relatively small, with a
            limited number of companies representing a small number of
            industries. Additionally, issuers of foreign securities are
            usually not subject to the same degree of regulation as U.S.
            issuers. Reporting, accounting and auditing standards of foreign
            countries differ, in some cases significantly, from U.S.
            standards. Also, nationalization, expropriation or confiscatory
            taxation, currency blockage, political changes or diplomatic
            developments could adversely affect a Fund's investments in a
            foreign country. In the event of nationalization, expropriation or
            other confiscation, a Fund could lose its entire investment in
            foreign securities. Adverse conditions in a certain region can
            adversely affect securities of other countries whose economies
            appear to be unrelated. To the extent that a Fund invests a
            significant portion of its assets in a concentrated geographic
            area like Eastern Europe or Asia, the Fund will generally have
            more exposure to regional economic risks associated with foreign
            investments.

Emerging    Foreign investment risk may be particularly high to the extent
Markets     that a Fund invests in emerging market securities of issuers based
Risks       in countries with developing economies. These securities may
            present market, credit, currency, liquidity, legal, political and
            other risks different from, or greater than, the risks of
            investing in developed foreign countries.

Currency    Funds that invest directly in foreign currencies or in securities
Risk        that trade in, and receive revenues in, foreign (non-U.S.)
            currencies are subject to the risk that those currencies will
            decline in value relative to the U.S. dollar, or, in the case of
            hedging positions, that the U.S. dollar will decline in value
            relative to the currency being hedged. Currency rates in foreign
            countries may fluctuate significantly over short periods of time
            for a number of reasons, including changes in interest rates,
            intervention (or the failure to intervene) by U.S. or foreign
            governments, central banks or supranational entities such as the
            International Monetary Fund, or by the imposition of currency
            controls or other political developments in the U.S. or abroad. As
            a result, the Fund's investments in foreign currency-denominated
            securities may reduce the returns of the Fund.

Concentra-  Concentration of investments in a small number of issuers,
tion Risk   industries or foreign currencies increases risk. The Real Return
            Bond, Global Bond II, Foreign Bond and Emerging Markets Bond Funds
            are "non-diversified," which means that they may invest a greater
            percentage of their assets in the securities of a single issuer
            than the other Funds. Funds that invest in a relatively small
            number of issuers are more susceptible to risks associated with a
            single economic, political or regulatory occurrence than a more
            diversified portfolio might be. Some of those issuers also may
            present substantial credit or other risks. Similarly, a Fund may
            be more sensitive to adverse economic, business or political
            developments if it invests a substantial portion of its assets in
            the bonds of similar projects or from issuers in a single state.

Leveraging  Certain Funds may engage in transactions that may give rise to a
Risk        form of leverage. Such transactions may include, among others,
            reverse repurchase agreements, loans of portfolios securities, and
            the use of when-issued, delayed delivery or forward commitment
            transactions. The use of derivatives may also create leveraging
            risk. To mitigate leveraging risk, PIMCO will segregate liquid
            assets or otherwise cover the transactions that may give rise to
            such risk. The use of leverage may cause a Fund to liquidate
            portfolio positions when it may not be advantageous to do so to
            satisfy its obligations or to meet segregation requirements.
            Leverage, including borrowing, may cause a Fund to be more
            volatile

                                                                  Prospectus  32
<PAGE>

            than if the Fund had not been leveraged. This is because leverage
            tends to exaggerate the effect of any increase or decrease in the
            value of a Fund's portfolio securities.

Smaller     The general risks associated with fixed income securities are
Company     particularly pronounced for securities issued by companies with
Risk        smaller market capitalizations. These companies may have limited
            product lines, markets or financial resources or they may depend
            on a few key employees. As a result, they may be subject to
            greater levels of credit, market and issuer risk. Securities of
            smaller companies may trade less frequently and in lesser volumes
            than more widely held securities and their values may fluctuate
            more sharply than other securities. Companies with medium-sized
            market capitalizations may have risks similar to those of smaller
            companies.

Management  Each Fund is subject to management risk because it is an actively
Risk        managed investment portfolio. PIMCO and each individual portfolio
            manager will apply investment techniques and risk analyses in
            making investment decisions for the Funds, but there can be no
            guarantee that these will produce the desired results.

            Management of the Funds

Investment  PIMCO serves as the investment adviser and the administrator
Adviser     (serving in its capacity as administrator, the "Administrator")
and Admin-  for the Funds. Subject to the supervision of the Board of
istrator    Trustees, PIMCO is responsible for managing the investment
            activities of the Funds and the Funds' business affairs and other
            administrative matters.

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            September 30, 1999, PIMCO had approximately $181 billion in assets
            under management.

Advisory    Each Fund pays PIMCO fees in return for providing investment
Fees        advisory services. For the fiscal year ended March 31, 1999, the
            Funds paid monthly advisory fees to PIMCO at the following annual
            rates (stated as a percentage of the average daily net assets of
            each Fund taken separately):

<TABLE>
<CAPTION>
            Fund                                                 Advisory Fees
            --------------------------------------------------------------------
            <S>                                                  <C>
            Money Market Fund                                        0.15%
            Short-Term, Low Duration, Total Return, Long-Term
             U.S. Government, Real Return Bond, Global Bond II,
             Foreign Bond and High Yield Funds                       0.25%
            Strategic Balanced and StocksPLUS Funds                  0.40%
            Emerging Markets Bond Fund                               0.45%
</TABLE>

             The Convertible Bond Fund was not operational during the fiscal
            year ended March 31, 1999. The investment advisory fee for the
            Convertible Bond Fund is at an annual rate of 0.40% based upon the
            average daily net assets of the Fund.

Administra- Each Fund pays for the administrative services it requires under a
tive Fees   fee structure which is essentially fixed. Class A, Class B and
            Class C shareholders of each Fund pay an administrative fee to
            PIMCO, computed as a percentage of the Fund's assets attributable
            in the aggregate to that class of shares. PIMCO, in turn, provides
            or procures administrative services for Class A, Class B and Class
            C shareholders and also bears the costs of various third-party
            services required by the Funds, including audit, custodial,
            portfolio accounting, legal, transfer agency and printing costs.
            The result of this fee structure is an expense level for Class A,
            Class B and Class C shareholders of each Fund that, with limited
            exceptions, is precise and predictable under ordinary
            circumstances.

             For the fiscal year ended March 31, 1999, the Funds paid PIMCO
            monthly administrative fees at the following annual rates (stated
            as a percentage of the average daily net assets attributable in
            the aggregate to the Fund's Class A, Class B and Class C shares):

<TABLE>
<CAPTION>
            Fund                                             Administrative Fees
            --------------------------------------------------------------------
            <S>                                              <C>
            Money Market and Short-Term Funds                      0.35%
            Low Duration, Total Return, Long-Term U.S.
             Government, Real Return Bond, High Yield,
             Strategic Balanced and StocksPLUS Funds               0.40%
            Global Bond II and Foreign Bond Funds                  0.45%
            Emerging Markets Bond Fund                             0.55%
</TABLE>

33  Pacific Investment Management Series
<PAGE>

             The Convertible Bond Fund was not operational during the fiscal
            year ended March 31, 1999. The administrative fee for the
            Convertible Bond Fund is at an annual rate of 0.40% based upon the
            average daily net assets of the Fund.

Individual  The following individuals have primary responsibility for managing
Portfolio   each of the noted Funds.
Managers

<TABLE>
<CAPTION>
         Fund                   Portfolio Manager    Since   Recent Professional Experience
         -----------------------------------------------------------------------------------------------------------
         <C>                    <C>                  <C>     <S>
         Money Market           Paul A. McCulley     11/99   Executive Vice President, PIMCO. He has managed fixed
         Short-Term                                  8/99    income assets since joining PIMCO in April, 1999.
                                                             Prior to joining PIMCO, Mr. McCulley was associated
                                                             with Warburg Dillion Read as a Managing Director and
                                                             Head of Economic and Strategy Research for the
                                                             Americas, where he managed macro research world-wide.

         Low Duration           William H. Gross     5/87*   Managing Director, Chief Investment Officer and a
         Total Return                                5/87*   founding partner of PIMCO. He leads a team which
         Strategic Balanced                          1/98    manages the Strategic Balanced and StocksPLUS Funds.
         StocksPLUS                                  1/98

         Long-Term U.S.         Pasi M. Hamalainen   9/97    Executive Vice President, PIMCO. He joined PIMCO as a
         Government                                          Portfolio Manager in 1994, and has managed fixed
                                                             income accounts for various institutional clients and
                                                             funds since that time.

         Global Bond II         Lee R. Thomas, III   10/95*  Managing Director and Senior International Portfolio
         Foreign Bond                                7/95    Manager, PIMCO. He joined PIMCO as a Portfolio Manager
                                                             in 1995, and has managed fixed income accounts for
                                                             various institutional clients and funds since that
                                                             time. Prior to joining PIMCO, he was associated with
                                                             Investcorp as a member of the management committee
                                                             responsible for global securities and foreign exchange
                                                             trading.

         Emerging Markets Bond  Mohamed El-Erian     8/99    Executive Vice President, PIMCO. He joined PIMCO as a
                                                             Portfolio Manager in 1999. Prior to joining PIMCO, he
                                                             was a Managing Director of Salomon Smith Barney/Citibank
                                                             where he was head of emerging markets research. Prior to
                                                             that he was associated with the International Monetary
                                                             Fund as a Deputy Director and Advisor.

         High Yield             Benjamin L. Trosky   12/92*  Managing Director, PIMCO. He joined PIMCO as a Portfolio
                                                             Manager in 1990, and has managed fixed income accounts
                                                             for various institutional clients and funds since that
                                                             time.

         Real Return Bond       John B. Brynjolfsson 1/97*   Senior Vice President, PIMCO. He joined PIMCO as a
                                                             Portfolio Manager in 1989, and has managed fixed income
                                                             accounts for various institutional clients and funds
                                                             since that time.

         Convertible Bond       Sandra K. Durn       4/99*   Vice President, PIMCO. She joined PIMCO as a Portfolio
                                                             Manager in 1999. Prior to joining PIMCO in 1999, she was
                                                             associated with Nicholas-Applegate Capital Management
                                                             where she was a Convertible Securities Portfolio
                                                             Manager from 1995 to 1999, and a Quantitative Analyst
                                                             since 1994.
         ------------
         * Since inception of the Fund.
</TABLE>

Distributor The Trust's Distributor is PIMCO Funds Distributors LLC, a wholly
            owned subsidiary of PIMCO Advisors L.P. The Distributor, located
            at 2187 Atlantic Street, Stamford, CT 06902, is a broker-dealer
            registered with the Securities and Exchange Commission.

                                                                  Prospectus  34
<PAGE>

            Investment Options--Class A, B and C Shares

            The Trust offers investors Class A, Class B and Class C shares of
            each Fund in this Prospectus. Each class of shares is subject to
            different types and levels of sales charges than the other classes
            and bears a different level of expenses.

             The class of shares that is best for you depends upon a number of
            factors, including the amount and the intended length of your
            investment. The following summarizes key information about each
            class to help you make your investment decision, including the
            various expenses associated with each class. More extensive
            information about the Trust's multi-class arrangements is included
            in the PIMCO Funds Shareholders' Guide for Class A, B and C Shares
            (the "Guide"), which is included as part of the Statement of
            Additional Information and can be obtained free of charge from the
            Distributor. See "How to Buy and Sell Shares--PIMCO Funds
            Shareholders' Guide" below.

Class A     .  You pay an initial sales charge when you buy Class A shares of
Shares         any Fund except the Money Market Fund. The maximum initial
               sales charge is 2.00% for the Short-Term Fund, 3.00% for the
               Low Duration, Real Return Bond and StocksPLUS Funds and 4.50%
               for all other Funds. The sales charge is deducted from your
               investment so that not all of your purchase payment is
               invested.

            .  You may be eligible for a reduction or a complete waiver of the
               initial sales charge under a number of circumstances. For
               example, you normally pay no sales charge if you purchase
               $1,000,000 or more of Class A shares. Please see the Guide for
               details.

            .  Class A shares are subject to lower 12b-1 fees than Class B or
               Class C shares. Therefore, Class A shareholders generally pay
               lower annual expenses and receive higher dividends than Class B
               or Class C shareholders.

            .  You normally pay no contingent deferred sales charge ("CDSC")
               when you redeem Class A shares, although you may pay a 1% CDSC
               if you purchase $1,000,000 or more of Class A shares (and
               therefore pay no initial sales charge) and then redeem the
               shares during the first 18 months after your initial purchase.
               The Class A CDSC is waived for certain categories of investors
               and does not apply if you are otherwise eligible to purchase
               Class A shares without a sales charge. Please see the Guide for
               details.

Class B     .  You do not pay an initial sales charge when you buy Class B
Shares         shares. The full amount of your purchase payment is invested
               initially. Class B shares of the Money Market and Short-Term
               Funds are not offered for initial purchase but may be obtained
               through exchanges of Class B shares of other Funds.

            .  You normally pay a CDSC of up to 5% if you redeem Class B
               shares during the first six years after your initial purchase.
               The amount of the CDSC declines the longer you hold your Class
               B shares. You pay no CDSC if you redeem during the seventh year
               and thereafter. The Class B CDSC is waived for certain
               categories of investors. Please see the Guide for details.

            .  Class B shares are subject to higher 12b-1 fees than Class A
               shares for the first seven years they are held. During this
               time, Class B shareholders normally pay higher annual expenses
               and receive lower dividends than Class A shareholders.

            .  Class B shares automatically convert into Class A shares after
               they have been held for seven years. After the conversion takes
               place, the shares are subject to the lower 12b-1 fees paid by
               Class A shares.

Class C     .  You do not pay an initial sales charge when you buy Class C
Shares         shares. The full amount of your purchase payment is invested
               initially.

            .  You normally pay a CDSC of 1% if you redeem Class C shares
               during the first year after your initial purchase. The Class C
               CDSC is waived for certain categories of investors. Please see
               the Guide for details.

            .  Class C shares are subject to higher 12b-1 fees than Class A
               shares. Therefore, Class C shareholders normally pay higher
               annual expenses and receive lower dividends than Class A
               shareholders.

            .  Class C shares do not convert into any other class of shares.
               Because Class B shares convert into Class A shares after seven
               years, Class C shares will normally be subject to higher
               expenses and will pay lower dividends than Class B shares if
               the shares are held for more than seven years.

35  Pacific Investment Management Series
<PAGE>

             The following provides additional information about the sales
             charges and other expenses associated with Class A, Class B and
             Class C shares.

- --------------------------------------------------------------------------------
Initial      Unless you are eligible for a waiver, the public offering price
Sales        you pay when you buy Class A shares of the Funds is the net asset
Charges--    value ("NAV") of the shares plus an initial sales charge. The
Class A      initial sales charge varies depending upon the size of your
Shares       purchase, as set forth below. No sales charge is imposed where
             Class A shares are issued to you pursuant to the automatic
             reinvestment of income dividends or capital gains distributions.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Short-Term                           Initial Sales Charge      Initial Sales Charge
Fund         Amount of               as % of Net               as % of Public
             Purchase                Amount Invested           Offering Price
             ----------------------------------------------------------------------
             <S>                     <C>                       <C>
             $0-$49,999              2.04%                     2.00%
             ----------------------------------------------------------------------
             $50,000-$99,999         1.78%                     1.75%
             ----------------------------------------------------------------------
             $100,000-$249,999       1.52%                     1.50%
             ----------------------------------------------------------------------
             $250,000 +              0.00%*                    0.00%*
             ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Low                                  Initial Sales Charge      Initial Sales Charge
Duration,    Amount of               as % of Net               as % of Public
Real Return  Purchase                Amount Invested           Offering Price
Bond and     ----------------------------------------------------------------------
StocksPLUS   <S>                     <C>                       <C>
Funds        $0-$49,999              3.09%                     3.00%
             ----------------------------------------------------------------------
             $50,000-$99,999         2.56%                     2.50%
             ----------------------------------------------------------------------
             $100,000-$249,999       2.04%                     2.00%
             ----------------------------------------------------------------------
             $250,000-$499,999       1.52%                     1.50%
             ----------------------------------------------------------------------
             $500,000-$999,999       1.27%                     1.25%
             ----------------------------------------------------------------------
             $1,000,000 +            0.00%*                    0.00%*
             ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
All Other                            Initial Sales Charge      Initial Sales Charge
Funds        Amount of               as % of Net               as % of Public
(except      Purchase                Amount Invested           Offering Price
Money Market ----------------------------------------------------------------------
Fund)        <S>                     <C>                       <C>
             $0-$49,999              4.71%                     4.50%
             ----------------------------------------------------------------------
             $50,000-$99,999         4.17%                     4.00%
             ----------------------------------------------------------------------
             $100,000-$249,999       3.63%                     3.50%
             ----------------------------------------------------------------------
             $250,000-$499,999       2.56%                     2.50%
             ----------------------------------------------------------------------
             $500,000-$999,999       2.04%                     2.00%
             ----------------------------------------------------------------------
             $1,000,000 +            0.00%*                    0.00%*
             ----------------------------------------------------------------------
</TABLE>
           * As shown, investors that purchase $1,000,000 or more of any
             Fund's Class A shares ($250,000 in the case of the Short-Term
             Fund) will not pay any initial sales charge on the purchase.
             However, purchasers of $1,000,000 or more of Class A shares
             ($250,000 in the case of the Short-Term Fund) may be subject to a
             CDSC of 1% if the shares are redeemed during the first 18 months
             after their purchase. See "CDSCs on Class A Shares" below.

- -------------------------------------------------------------------------------
Contingent   Unless you are eligible for a waiver, if you sell (redeem) your
Deferred     Class B or Class C shares within the time periods specified below,
Sales        you will pay a CDSC according to the following schedules.
Charges
(CDSCs)--
Class B and
Class C
Shares

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Class B      Years Since Purchase    Percentage Contingent
Shares       Payment was Made        Deferred Sales Charge
             ----------------------------------------------------------------------
             <S>                     <C>
             First                   5
             ----------------------------------------------------------------------
             Second                  4
             ----------------------------------------------------------------------
             Third                   3
             ----------------------------------------------------------------------
             Fourth                  3
             ----------------------------------------------------------------------
             Fifth                   2
             ----------------------------------------------------------------------
             Sixth                   1
             ----------------------------------------------------------------------
             Seventh                 0*
             ----------------------------------------------------------------------
</TABLE>
           * After the seventh year, Class B shares convert into Class A
             shares.

                                                                  Prospectus  36
<PAGE>

<TABLE>
<CAPTION>
Class C     Years Since Purchase             Percentage Contingent
Shares      Payment was Made                 Deferred Sales Charge
            --------------------------------------------------------------------
            <S>                              <C>
            First                            1
            --------------------------------------------------------------------
            Thereafter                       0
            --------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
CDSCs on    Unless a waiver applies, investors who purchase $1,000,000
Class A     ($250,000 in the case of the Short-Term Fund) or more of Class A
Shares      shares (and, thus, pay no initial sales charge) of a Fund other
            than the Money Market Fund will be subject to a 1% CDSC if the
            shares are redeemed within 18 months of their purchase. The Class
            A CDSC does not apply if you are otherwise eligible to purchase
            Class A shares without an initial sales charge or are eligible for
            a waiver of the CDSC. See "Reductions and Waivers of Initial Sales
            Charges and CDSCs" below. The Class A CDSC does not apply to the
            Money Market Fund; however, if Money Market Fund Class A shares
            are purchased in an amount that for any other Fund would be
            subject to a CDSC and are subsequently exchanged for shares of
            another Fund, a Class A CDSC will apply for 18 months from the
            date of the exchange.

- --------------------------------------------------------------------------------
How CDSCs   A CDSC is imposed on redemptions of Class B and Class C shares
are         (and where applicable, Class A shares) on the amount of the
Calculated  redemption which causes the current value of your account for the
            particular class of shares of a Fund to fall below the total
            dollar amount of your purchase payments subject to the CDSC.
            However, 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 your account above the amount of the purchase
            payments subject to the CDSC. CDSCs are deducted from the proceeds
            of your redemption, not from amounts remaining in your account. 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 for the particular class of shares in your
            account (from which a redemption or exchange has not already been
            effected).

             For instance, the following example illustrates the operation of
            the Class B CDSC:

              .  Assume that an individual opens an account and makes a
                 purchase payment of $10,000 for Class B 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 5%, the Class B CDSC would be $100.

             In determining whether an amount is available for redemption
            without incurring a CDSC, the purchase payments made for all
            shares of a particular class of a Fund in the shareholder's
            account are aggregated, and the current value of all such shares
            is aggregated.

- --------------------------------------------------------------------------------
Reductions  The initial sales charges on Class A shares and the CDSCs on Class
and         A, Class B and Class C shares may be reduced or waived under
Waivers of  certain purchase arrangements and for certain categories of
Initial     investors. Please see the Guide for details. The Guide is
Sales       available free of charge from the Distributor. See "How to Buy and
Charges     Sell Shares--PIMCO Funds Shareholders' Guide" below.
and CDSCs

- --------------------------------------------------------------------------------
Distri-     The Funds pay fees to the Distributor on an ongoing basis as
bution and  compensation for the services the Distributor renders and the
Servicing   expenses it bears in connection with the sale and distribution of
(12b-1)     Fund shares ("distribution fees") and/or in connection with
Plans       personal services rendered to Fund shareholders and the
            maintenance of shareholder accounts ("servicing fees"). These
            payments are made pursuant to Distribution and Servicing Plans
            ("12b-1 Plans") adopted by each Fund pursuant to Rule 12b-1 under
            the Investment Company Act of 1940.

             There is a separate 12b-1 Plan for each class of shares offered
            in this Prospectus. Class A shares pay only servicing fees. Class
            B and Class C shares pay both distribution and servicing fees. The
            following lists the maximum annual rates at which the distribution
            and/or servicing fees may be paid under each 12b-1 Plan
            (calculated as a percentage of each Fund's average daily net
            assets attributable to the particular class of shares):

<TABLE>
<CAPTION>
                                             Servicing              Distribution
            Class A                          Fee                    Fee
            --------------------------------------------------------------------
            <S>                              <C>                    <C>
            Money Market Fund                0.10%                  0.00%
            --------------------------------------------------------------------
            All other Funds                  0.25%                  0.00%
            --------------------------------------------------------------------

            Class B
            --------------------------------------------------------------------
            All Funds                        0.25%                  0.75%
            --------------------------------------------------------------------
</TABLE>

37  Pacific Investment Management Series
<PAGE>

<TABLE>
<CAPTION>
            Class C
            --------------------------------------------------------------------
            <S>                                          <C>               <C>
            Money Market Fund                            0.10%             0.00%
            --------------------------------------------------------------------
            Short-Term Fund                              0.25%             0.30%
            --------------------------------------------------------------------
            Low Duration, Real Return Bond and
             StocksPLUS Funds                            0.25%             0.50%
            --------------------------------------------------------------------
            All other Funds                              0.25%             0.75%
            --------------------------------------------------------------------
</TABLE>

             Because 12b-1 fees are paid out of a Fund's assets on an ongoing
            basis, over time these fees will increase the cost of your
            investment and may cost you more than sales charges which are
            deducted at the time of investment. Therefore, although Class B
            and Class C shares do not pay initial sales charges, the
            distribution fees payable on Class B and Class C shares may, over
            time, cost you more than the initial sales charge imposed on Class
            A shares. Also, because Class B shares convert into Class A shares
            after they have been held for seven years and are not subject to
            distribution fees after the conversion, an investment in Class C
            shares may cost you more over time than an investment in Class B
            shares.

            How Fund Shares Are Priced

             The net asset value ("NAV") of a Fund's Class A, Class B and
            Class C shares is determined by dividing the total value of a
            Fund's portfolio investments and other assets attributable to that
            class, less any liabilities, by the total number of shares
            outstanding of that class.

             Except for the Money Market Fund, for purposes of calculating
            NAV, portfolio securities and other assets for which market quotes
            are available are stated at market value. Market value is
            generally determined on the basis of last reported sales prices,
            or if no sales are reported, based on quotes obtained from a
            quotation reporting system, established market makers, or pricing
            services. Certain securities or investments for which daily market
            quotations are not readily available may be valued, pursuant to
            guidelines established by the Board of Trustees, with reference to
            other securities or indices. Short-term investments having a
            maturity of 60 days or less are generally valued at amortized
            cost. Exchange traded options, futures and options on futures are
            valued at the settlement price determined by the exchange. Other
            securities for which market quotes are not readily available are
            valued at fair value as determined in good faith by the Board of
            Trustees or persons acting at their direction.

             The Money Market Fund's securities are valued using the amortized
            cost method of valuation, which involves valuing a security at
            cost on the date of acquisition and thereafter assuming a constant
            accretion of a discount or amortization of a premium to maturity,
            regardless of the impact of fluctuating interest rates on the
            market value of the instrument. While this method provides
            certainty in valuation, it may result in periods during which
            value, as determined by amortized cost, is higher or lower than
            the price the Fund would receive if it sold the instrument.

             Investments initially valued in currencies other than the U.S.
            dollar are converted to U.S. dollars using exchange rates obtained
            from pricing services. As a result, the NAV of a Fund's shares may
            be affected by changes in the value of currencies in relation to
            the U.S. dollar. The value of securities traded in markets outside
            the United States or denominated in currencies other than the U.S.
            dollar may be affected significantly on a day that the New York
            Stock Exchange is closed and an investor is not able to purchase,
            redeem or exchange shares.

             Fund shares are valued at the close of regular trading (normally
            4:00 p.m., Eastern time) (the "NYSE Close") on each day that the
            New York Stock Exchange is open. For purposes of calculating the
            NAV, the Funds normally use pricing data for domestic equity
            securities received shortly after the NYSE Close and do not
            normally take into account trading, clearances or settlements that
            take place after the NYSE Close. Domestic fixed income and foreign
            securities are normally priced using data reflecting the earlier
            closing of the principal markets for those securities. Information
            that becomes known to the Funds or its agents after the NAV has
            been calculated on a particular day will not generally be used to
            retroactively adjust the price of a security or the NAV determined
            earlier that day.

             In unusual circumstances, instead of valuing securities in the
            usual manner, the Funds may value securities at fair value or
            estimate their value as determined in good faith by the Board of
            Trustees, generally based upon recommendations provided by PIMCO.
            Fair valuation may also be used if extraordinary events occur
            after the close of the relevant market but prior to the NYSE
            Close.

                                                                  Prospectus  38
<PAGE>

            How to Buy and Sell Shares

            The following section provides basic information about how to buy,
            sell (redeem) and exchange shares of the Funds.

PIMCO       More detailed information about the Trust's purchase, sale and
Funds       exchange arrangements for Fund shares is provided in the PIMCO
Share-      Funds Shareholders' Guide, which is included in the Statement of
holders'    Additional Information and can be obtained free of charge from the
Guide       Distributor by written request or by calling 1-800-426-0107. The
            Guide provides technical information about the basic arrangements
            described below and also describes special purchase, sale and
            exchange features and programs offered by the Trust, including:

              . Automated telephone and wire transfer procedures
              . Automatic purchase, exchange and withdrawal programs
              . Programs that establish a link from your Fund account to your
                bank account
              . Special arrangements for tax-qualified retirement plans
              . Investment programs which allow you to reduce or eliminate the
                initial sales charges on Class A shares
              . Categories of investors that are eligible for waivers or
                reductions of initial sales charges and CDSCs

Calculation When you buy shares of the Funds, you pay a price equal to the NAV
of Share    of the shares, plus any applicable sales charge. When you sell
Price and   (redeem) shares, you receive an amount equal to the NAV of the
Redemption  shares, minus any applicable CDSC. NAVs are determined at the
Payments    close of regular trading (normally 4:00 p.m., Eastern time) on
            each day the New York Stock Exchange is open. See "How Fund Shares
            Are Priced" above for details. Generally, purchase and redemption
            orders for Fund shares are processed at the NAV next calculated
            after your order is received by the Distributor. There are certain
            exceptions where an order is received by a broker or dealer prior
            to the close of regular trading on the New York Stock Exchange and
            then transmitted to the Distributor after the NAV has been
            calculated for that day (in which case the order may be processed
            according to that day's NAV). Please see the Guide for details.

             The Trust does not calculate NAVs or process orders on days when
            the New York Stock Exchange is closed. If your purchase or
            redemption order is received by the Distributor on a day when the
            New York Stock Exchange is closed, it will be processed on the
            next succeeding day when the New York Stock Exchange is open
            (according to the succeeding day's NAV).

Buying      You can buy Class A, Class B or Class C shares of the Funds in the
Shares      following ways:

              . Through your broker, dealer or other financial intermediary.
                Your broker, dealer or other intermediary may establish higher
                minimum investment requirements than the Trust and may also
                independently charge you transaction fees and additional
                amounts (which may vary) in return for its services, which
                will reduce your return. Shares you purchase through your
                broker, dealer or other intermediary will normally be held in
                your account with that firm.

              . Directly from the Trust. To make direct investments, you must
                open an account with the Distributor and send payment for your
                shares either by mail or through a variety of other purchase
                options and plans offered by the Trust.

             If you wish to invest directly by mail, please send a check
            payable to PIMCO Funds Distributors LLC, along with a completed
            application form to:

              PIMCO Funds Distributors LLC
              P.O. Box 9688
              Providence, RI 02940-0926

             The Trust accepts all purchases by mail subject to collection of
            checks at full value and conversion into federal funds. You may
            make subsequent purchases by mailing a check to the address above
            with a letter describing the investment or with the additional
            investment portion of a confirmation statement. Checks for
            subsequent purchases should be payable to PIMCO Funds Distributors
            LLC and should clearly indicate your account number. Please call
            the Distributor at 1-800-426-0107 if you have any questions
            regarding purchases by mail.

             The Guide describes a number of additional ways you can make
            direct investments, including through the PIMCO Funds Auto-Invest
            and PIMCO Funds Fund Link programs. You can obtain an

39  Pacific Investment Management Series
<PAGE>

            Guide free of charge from the Distributor by written request or by
            calling 1-800-426-0107. See "PIMCO Funds Shareholders' Guide"
            above.

             The Distributor, in its sole discretion, may accept or reject any
            order for purchase of Fund shares. No share certificates will be
            issued unless specifically requested in writing.

             Investment Minimums. The following investment minimums apply for
            purchases of Class A, Class B and Class C shares.

                     Initial Investment        Subsequent Investments
                     ------------------        ----------------------
                     $2,500 per Fund               $100 per Fund

             Lower minimums may apply for certain categories of investors,
            including certain tax-qualified retirement plans, and for special
            investment programs and plans offered by the Trust, such as the
            PIMCO Funds Auto-Invest and PIMCO Funds Fund Link programs. Please
            see the Guide for details.

Small       Because of the disproportionately high costs of servicing accounts
Account     with low balances, if you have a direct account with the
Fee         Distributor, you will be charged a fee at the annual rate of $16
            if your account balance for any Fund falls below a minimum level
            of $2,500. However, you will not be charged this fee if the
            aggregate value of all of your PIMCO Funds accounts is at least
            $50,000. Any applicable small account fee will be deducted
            automatically from your below-minimum Fund account in quarterly
            installments and paid to the Administrator. Each Fund account will
            normally be valued, and any deduction taken, during the last five
            business days of each calendar quarter. Lower minimum balance
            requirements and waivers of the small account fee apply for
            certain categories of investors. Please see the Guide for details.

Minimum     Due to the relatively high cost to the Funds of maintaining small
Account     accounts, you are asked to maintain an account balance in each
Size        Fund in which you invest of at least the minimum investment
            necessary to open the particular type of account. If your balance
            for any Fund remains below the minimum for three months or longer,
            the Administrator has the right (except in the case of employer-
            sponsored retirement accounts) to redeem your remaining shares and
            close that Fund account after giving you 60 days to increase your
            balance. Your Fund account will not be liquidated if the reduction
            in size is due solely to a decline in market value of your Fund
            shares or if the aggregate value of all your PIMCO Funds accounts
            exceeds $50,000.

Exchanging  You may exchange your Class A, Class B or Class C shares of any
Shares      Fund for the same Class of shares of any other Fund or of a series
            of PIMCO Funds: Multi-Manager Series. Shares are exchanged on the
            basis of their respective NAVs next calculated after your exchange
            order is received by the Distributor (except if Class A shares of
            the Money Market Fund are exchanged for Class A shares of any
            other Fund, 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). Currently, the Trust does not charge any
            exchange fees or charges. Exchanges are subject to the $2,500
            minimum initial purchase requirements for each Fund, except with
            respect to tax-qualified programs and exchanges effected through
            the PIMCO Funds Auto-Exchange plan. If you maintain your account
            with the Distributor, you may exchange shares by completing a
            written exchange request and sending it to PIMCO Funds
            Distributors LLC, P.O. Box 9688, Providence, RI 02940-0926. You
            can get an exchange form by calling the Distributor at
            1-800-426-0107.

             The Trust reserves the right to refuse exchange purchases if, in
            the judgment of PIMCO, the purchase would adversely affect a Fund
            and its shareholders. In particular, a pattern of exchanges
            characteristic of "market-timing" strategies may be deemed by
            PIMCO to be detrimental to the Trust or a particular Fund.
            Currently, the Trust limits the number of "round trip" exchanges
            an investor may make. An investor makes a "round trip" exchange
            when the investor purchases shares of a particular Fund,
            subsequently exchanges those shares for shares of a different
            PIMCO Fund and then exchanges back into the originally purchased
            Fund. The Trust has the right to refuse any exchange for any
            investor who completes (by making the exchange back into the
            shares of the originally purchased Fund) more than six round trip
            exchanges in any twelve-month period. Although the Trust has no
            current intention of terminating or modifying the exchange
            privilege other than as set forth in the preceding sentence, it
            reserves the right to do so at any time. Except as otherwise
            permitted by the Securities and Exchange Commission, the Trust
            will give you 60 days' advance notice if it exercises its right to
            terminate or materially modify the exchange privilege. The Guide
            provides more detailed information about the exchange privilege,
            including the procedures you must follow and additional exchange
            options. You can obtain a Guide free of charge from the
            Distributor by written request or by calling 1-800-426-0107. See
            "PIMCO Funds Shareholders' Guide" above.

                                                                  Prospectus  40
<PAGE>

Selling     You can sell (redeem) Class A, Class B or Class C shares of the
Shares      Funds in the following ways:

              . Through your broker, dealer or other financial
            intermediary. Your broker, dealer or other intermediary may
            independently charge you transaction fees and additional amounts
            in return for its services, which will reduce your return.

              . Directly from the Trust by Written Request. To redeem shares
            directly from the Trust by written request (whether or not the
            shares are represented by certificates), you must send the
            following items to the Trust's Transfer Agent, First Data Investor
            Services Group, Inc., P.O. Box 9688, Providence, RI 02940-0926:

              (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" below;

              (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 requested
            by and payable to all shareholders of record for the account, and
            to be sent to the address of record for that account. To avoid
            delay in redemption or transfer, if you have any questions about
            these requirements you should contact the Transfer Agent in
            writing or call 1-800-426-0107 before submitting a request.
            Written redemption or transfer requests will not be honored until
            all required documents in the proper form have been received by
            the Transfer Agent. You can not redeem your shares by written
            request if they are held in broker "street name" accounts--you
            must redeem through your broker.

             If the proceeds of your redemption (i) are to be paid to a person
            other than the record owner, (ii) are to be sent to an address
            other than the address of the account on the Transfer Agent's
            records, and/or (iii) 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 under "Signature Guarantee" below.
            The Distributor may, however, 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.

             The Guide describes a number of additional ways you can redeem
            your shares, including:

                . Telephone requests to the Transfer Agent
                . PIMCO Funds Automated Telephone System (ATS)
                . Expedited wire transfers
                . Automatic Withdrawal Plan
                . PIMCO Funds Fund Link

             Unless you specifically elect otherwise, your initial account
            application permits you to redeem shares by telephone subject to
            certain requirements. To be eligible for ATS, expedited wire
            transfer, Automatic Withdrawal Plan, and Fund Link privileges, you
            must specifically elect the particular option on your account
            application and satisfy certain other requirements. The Guide
            describes each of these options and provides additional
            information about selling shares. You can obtain a Guide free of
            charge from the Distributor by written request or by calling 1-
            800-426-0107.

             Other than an applicable CDSC, you will not pay any special fees
            or charges to the Trust or the Distributor when you sell your
            shares. However, if you sell your shares through your broker,
            dealer or other financial intermediary, that firm may charge you a
            commission or other fee for processing your redemption request.

             Redemptions of Fund shares may be suspended when trading on the
            New York Stock 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 as permitted by the Securities and
            Exchange Commission for the protection of investors.

41  Pacific Investment Management Series
<PAGE>

Timing of   Redemption proceeds will normally be mailed to the redeeming
Redemption  shareholder within seven calendar days or, in the case of wire
Payments    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. Under unusual circumstances, the Trust
            may delay your redemption payments for more than seven days, as
            permitted by law.

Redemptions The Trust will redeem shares of each Fund solely in cash up to the
In Kind     lesser of $250,000 or 1% of the Fund's net assets during any 90-
            day period for any one shareholder. In consideration of the best
            interests of the remaining shareholders, the Trust may pay any
            redemption proceeds exceeding this amount in whole or in part by a
            distribution in kind of securities held by a Fund in lieu of cash.
            It is highly unlikely that your shares would ever be redeemed in
            kind. If your shares are redeemed in kind, you should expect to
            incur transaction costs upon the disposition of the securities
            received in the distribution.

Certifi-    If you are redeeming shares for which certificates have been
cated       issued, the certificates must be mailed to or deposited with the
Shares      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" below. The
            Trust may request further documentation from institutions or
            fiduciary accounts, such as corporations, custodians (e.g., under
            the Uniform Gifts to Minors Act), executors, administrators,
            trustees or guardians. Your redemption request and stock power
            must be signed exactly as the account is registered, including
            indication of any special capacity of the registered owner.

Signature   When a signature guarantee is called for, you should have
Guarantee   "Signature Guaranteed" stamped under your 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.

            Fund Distributions

            Each Fund distributes substantially all of its net investment
            income to shareholders in the form of dividends. You begin earning
            dividends on Fund shares the day after the Trust receives your
            purchase payment. Dividends paid by each Fund with respect to each
            class of shares are calculated in the same manner and at the same
            time, but 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 fees applicable to Class B and Class C shares. The
            following shows when each Fund intends to declare and distribute
            income dividends to shareholders of record.

<TABLE>
<CAPTION>
                                                 Declared Daily
                                                    and Paid     Declared and
            Fund                                    Monthly     Paid Quarterly
            ------------------------------------------------------------------
            <S>                                  <C>            <C>
            Fixed Income Funds                         .
            ------------------------------------------------------------------
            Strategic Balanced, Convertible and
             StocksPLUS Funds                                         .
            ------------------------------------------------------------------
</TABLE>

             In addition, each Fund distributes any net capital gains it earns
            from the sale of portfolio securities to shareholders no less
            frequently than annually. Net short-term capital gains may be paid
            more frequently.

             You can choose from the following distribution options:

              .  Reinvest all distributions in additional shares of the same
                 class of your Fund at NAV. This will be done unless you elect
                 another option.
              .  Invest all distributions in shares of the same class of any
                 other Fund or another series of the Trust or PIMCO Funds:
                 Multi-Manager Series which offers that class at NAV. You must
                 have an account existing in the Fund or series selected for
                 investment with the identical registered name.

                                                                  Prospectus  42
<PAGE>

                 You must elect this option on your account application or by a
                 telephone request to the Transfer Agent at 1-800-426-0107.
              .  Receive all distributions in cash (either paid directly to
                 you or credited to your account with your broker or other
                 financial intermediary). You must elect this option on your
                 account application or by a telephone request to the Transfer
                 Agent at 1-800-426-0107.

             You do not pay any sales charges on shares you receive through
            the reinvestment of Fund distributions.

             If you elect to receive Fund distributions in cash and the postal
            or other delivery service is unable to deliver checks to your
            address of record, the Trust's Transfer Agent will hold the
            returned checks for your benefit in a non-interest bearing
            account.

            Tax Consequences

            . Taxes on Fund distributions. If you are subject to U.S. federal
            income tax, you will be subject to tax on Fund distributions
            whether you received them in cash or reinvested them in additional
            shares of the Funds. For federal income tax purposes, Fund
            distributions will be taxable to you as either ordinary income or
            capital gains.

             Fund dividends (i.e., distributions of investment income) are
            taxable to you as ordinary income. Federal taxes on Fund
            distributions of gains are determined by how long the Fund owned
            the investments that generated the gains, rather than how long you
            have owned your shares. Distributions of gains from investments
            that a Fund owned for more than 12 months will generally be
            taxable to you as capital gains. Distributions of gains from
            investments that the Fund owned for 12 months or less will
            generally be taxable to you as ordinary income.

             Fund distributions are taxable to you even if they are paid from
            income or gains earned by a Fund prior to your investment and thus
            were included in the price you paid for your shares. For example,
            if you purchase shares on or just before the record date of a Fund
            distribution, you will pay full price for the shares and may
            receive a portion of your investment back as a taxable distribution.

            . Taxes when you sell (redeem) or exchange your shares. Any gain
            resulting from the sale of Fund shares will generally be subject
            to federal income tax. When you exchange shares of a Fund for
            shares of another series, the transaction will be treated as a
            sale of the Fund shares for these purposes, and any gain on those
            shares will generally be subject to federal income tax.

            . Consult your tax advisor about other possible tax
            consequences. This is a summary of certain federal income tax
            consequences of investing in a Fund. You should consult your tax
            advisor for more information on your own tax situation, including
            possible state, local and foreign tax consequences.

            . A Note on the Real Return Bond Fund. Periodic adjustments for
            inflation to the principal amount of an inflation-indexed bond may
            give rise to original issue discount, which will be includable in
            the Fund's gross income. Due to original issue discount, the Fund
            may be required to make annual distributions to shareholders that
            exceed the cash received, which may cause the Fund to liquidate
            certain investments when it is not advantageous to do so. Also, if
            the principal value of an inflation-indexed bond is adjusted
            downward due to deflation, amounts previously distributed in the
            taxable year may be characterized in some circumstances as a
            return of capital.

             This section relates only to federal income tax; the consequences
            under other tax laws may differ. Shareholders should consult their
            tax advisors as to the possible application of foreign, state and
            local income tax laws to Fund dividends and capital distributions.
            Please see the Statement of Additional Information for additional
            information regarding the tax aspects of investing in the Funds.

43  Pacific Investment Management Series
<PAGE>

            Characteristics and Risks of Securities and Investment Techniques

            This section provides additional information about some of the
            principal investments and related risks of the Funds described
            under "Summary Information" above. It also describes
            characteristics and risks of additional securities and investment
            techniques that may be used by the Funds from time to time. Most
            of these securities and investment techniques are discretionary,
            which means that PIMCO can decide whether to use them or not. This
            Prospectus does not attempt to disclose all of the various types
            of securities and investment techniques that may be used by the
            Funds. As with any mutual fund, investors in the Funds rely on the
            professional investment judgment and skill of PIMCO and the
            individual portfolio managers. Please see "Investment Objectives
            and Policies" in the Statement of Additional Information for more
            detailed information about the securities and investment
            techniques described in this section and about other strategies
            and techniques that may be used by the Funds.

Securities  Most of the Funds in this prospectus seek maximum total return.
Selection   The total return sought by a Fund consists of both income earned
            on a Fund's investments and capital appreciation, if any, arising
            from increases in the market value of a Fund's holdings. Capital
            appreciation of fixed income securities generally results from
            decreases in market interest rates or improving credit
            fundamentals for a particular market sector or security.

             In selecting securities for a Fund, PIMCO develops an outlook for
            interest rates, currency exchange rates and the economy; analyzes
            credit and call risks, and uses other security selection
            techniques. The proportion of a Fund's assets committed to
            investment in securities with particular characteristics (such as
            quality, sector, interest rate or maturity) varies based on
            PIMCO's outlook for the U.S. economy, the financial markets and
            other factors.

             PIMCO attempts to identify areas of the bond market that are
            undervalued relative to the rest of the market. PIMCO identifies
            these areas by grouping bonds into the following sectors: money
            markets, governments, corporates, mortgages, asset-backed and
            international. Sophisticated proprietary software then assists in
            evaluating sectors and pricing specific securities. Once
            investment opportunities are identified, PIMCO will shift assets
            among sectors depending upon changes in relative valuations and
            credit spreads. There is no guarantee that PIMCO's security
            selection techniques will produce the desired results.

U.S.        U.S. Government Securities are obligations of, or guaranteed by,
Government  the U.S. Government, its agencies or instrumentalities. U.S.
Securities  Government Securities are subject to market and interest rate
            risk, and may be subject to varying degrees of credit risk. U.S.
            Government Securities include zero coupon securities, which tend
            to be subject to greater market risk than interest-paying
            securities of similar maturities.

Corporate   Corporate debt securities are subject to the risk of the issuer's
Debt        inability to meet principal and interest payments on the
Securities  obligation and may also be subject to price volatility due to such
            factors as interest rate sensitivity, market perception of the
            creditworthiness of the issuer and general market liquidity. When
            interest rates rise, the value of corporate debt securities can be
            expected to decline. Debt securities with longer maturities tend
            to be more sensitive to interest rate movements than those with
            shorter maturities.

Variable    Variable and floating rate securities provide for a periodic
and         adjustment in the interest rate paid on the obligations. Each
Floating    Fixed Income Fund may invest in floating rate debt instruments
Rate        ("floaters") and (except the Money Market Fund) engage in credit
Securities  spread trades. While floaters provide a certain degree of
            protection against rises in interest rates, a Fund will
            participate in any declines in interest rates as well. Each Fixed
            Income Fund (except the Money Market Fund) may also invest in
            inverse floating rate debt instruments ("inverse floaters"). An
            inverse floater may exhibit greater price volatility than a fixed
            rate obligation of similar credit quality. A Fund may not invest
            more than 5% of its assets in any combination of inverse floater,
            interest only, or principal only securities.

Foreign     Investing in foreign securities involves special risks and
(Non-U.S.)  considerations not typically associated with investing in U.S.
Securities  securities. Shareholders should consider carefully the substantial
            risks involved for Funds that invest in securities issued by
            foreign companies and governments of foreign countries. These
            risks include: differences in accounting, auditing and financial
            reporting standards; generally higher commission rates on foreign
            portfolio transactions; the possibility of nationalization,
            expropriation or confiscatory taxation; adverse changes in
            investment or exchange control regulations; and political

                                                                  Prospectus  44
<PAGE>

            instability. Individual foreign economies may differ favorably or
            unfavorably from the U.S. economy in such respects as growth of
            gross domestic product, rates of inflation, capital reinvestment,
            resources, self-sufficiency and balance of payments position. The
            securities markets, values of securities, yields and risks
            associated with foreign securities markets may change
            independently of each other. Also, foreign securities and
            dividends and interest payable on those securities may be subject
            to foreign taxes, including taxes withheld from payments on those
            securities. Foreign securities often trade with less frequency and
            volume than domestic securities and therefore may exhibit greater
            price volatility. Investments in foreign securities may also
            involve higher custodial costs than domestic investments and
            additional transaction costs with respect to foreign currency
            conversions. Changes in foreign exchange rates also will affect
            the value of securities denominated or quoted in foreign
            currencies.

             Certain Funds also may invest in sovereign debt issued by
            governments, their agencies or instrumentalities, or other
            government-related entities. Holders of sovereign debt may be
            requested to participate in the rescheduling of such debt and to
            extend further loans to governmental entities. In addition, there
            is no bankruptcy proceeding by which defaulted sovereign debt may
            be collected.

            .Emerging Market Securities. The Emerging Markets Bond Fund
            invests primarily in securities of issuers based in countries with
            developing (or "emerging market") economies, while the Short-Term
            and Low Duration Funds may invest up to 5% of their assets in such
            securities and each remaining Fund that may invest in foreign
            securities may invest up to 10% of its assets in such securities.
            Investing in emerging market securities imposes risks different
            from, or greater than, risks of investing in domestic securities
            or in foreign, developed countries. These risks include: smaller
            market capitalization of securities markets, which may suffer
            periods of relative illiquidity; significant price volatility;
            restrictions on foreign investment; possible repatriation of
            investment income and capital. In addition, foreign investors may
            be required to register the proceeds of sales; future economic or
            political crises could lead to price controls, forced mergers,
            expropriation or confiscatory taxation, seizure, nationalization,
            or creation of government monopolies. The currencies of emerging
            market countries may experience significant declines against the
            U.S. dollar, and devaluation may occur subsequent to investments
            in these currencies by a Fund. Inflation and rapid fluctuations in
            inflation rates have had, and may continue to have, negative
            effects on the economies and securities markets of certain
            emerging market countries.

             Additional risks of emerging markets securities may include:
            greater social, economic and political uncertainty and
            instability; more substantial governmental involvement in the
            economy; less governmental supervision and regulation;
            unavailability of currency hedging techniques; companies that are
            newly organized and small; differences in auditing and financial
            reporting standards, which may result in unavailability of
            material information about issuers; and less developed legal
            systems. In addition, emerging securities markets may have
            different clearance and settlement procedures, which may be unable
            to keep pace with the volume of securities transactions or
            otherwise make it difficult to engage in such transactions.
            Settlement problems may cause a Fund to miss attractive investment
            opportunities, hold a portion of its assets in cash pending
            investment, or be delayed in disposing of a portfolio security.
            Such a delay could result in possible liability to a purchaser of
            the security.

             Each Fixed Income Fund (except the Long-Term U.S. Government
            Fund) may invest in Brady Bonds, which are securities created
            through the exchange of existing commercial bank loans to
            sovereign entities for new obligations in connection with a debt
            restructuring. Investments in Brady Bonds may be viewed as
            speculative. Brady Bonds acquired by a Fund may be subject to
            restructuring arrangements or to requests for new credit, which
            may cause the Fund to suffer a loss of interest or principal on
            any of its holdings.

Foreign     A Fund that invests directly in foreign currencies or in
(Non-U.S.)  securities that trade in, or receive revenues in, foreign
Currencies  currencies will be subject to currency risk. Foreign currency
            exchange rates may fluctuate significantly over short periods of
            time. They generally are determined by 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. Currency exchange rates also can be
            affected unpredictably by intervention (or the failure to intervene)
            by U.S. or foreign governments or central banks, or by currency
            controls or political developments. For example, significant
            uncertainty surrounds the recent introduction of the euro (a common
            currency unit for the European Union) in January 1999 and the effect
            it may have on the value of securities denominated in local European
            currencies. These and other currencies in which the Funds' assets
            are denominated may be devalued against the U.S. dollar, resulting
            in a loss to the Funds.

45  Pacific Investment Management Series
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            . Foreign Currency Transactions.  Funds that invest in securities
            denominated in foreign currencies may enter into forward foreign
            currency exchange contracts and invest in foreign currency futures
            contracts and options on foreign currencies and futures. A forward
            foreign currency exchange contract, which involves an obligation to
            purchase or sell a specific currency at a future date at a price set
            at the time of the contract, reduces a Fund's exposure to changes in
            the value of the currency it will deliver and increases its exposure
            to changes in the value of the currency it will receive for the
            duration of the contract. The effect on the value of a Fund is
            similar to selling securities denominated in one currency and
            purchasing securities denominated in another currency. A contract to
            sell foreign currency would limit any potential gain which might be
            realized if the value of the hedged currency increases. A Fund may
            enter into these contracts to hedge against foreign exchange risk,
            to increase exposure to a foreign currency or to shift exposure to
            foreign currency fluctuations from one currency to another. Suitable
            hedging transactions may not be available in all circumstances and
            there can be no assurance that a Fund will engage in such
            transactions at any given time or from time to time. Also, such
            transactions may not be successful and may eliminate any chance for
            a Fund to benefit from favorable fluctuations in relevant foreign
            currencies. A Fund may use one currency (or a basket of currencies)
            to hedge against adverse changes in the value of another currency
            (or a basket of currencies) when exchange rates between the two
            currencies are positively correlated. The Fund will segregate assets
            determined to be liquid by PIMCO in accordance with procedures
            established by the Board of Trustees to cover its obligations under
            forward foreign currency exchange contracts entered into for non-
            hedging purposes.

High        Securities rated lower than Baa by Moody's Investors Service, Inc.
Yield       ("Moody's") or lower than BBB by Standard & Poor's Ratings
Securities  Services ("S&P") are sometimes referred to as "high yield" or
            "junk" bonds. Investing in high yield securities involves special
            risks in addition to the risks associated with investments in
            higher-rated fixed income securities. While offering a greater
            potential opportunity for capital appreciation and higher yields,
            high yield securities typically entail greater potential price
            volatility and may be less liquid than higher-rated securities.
            High yield securities may be regarded as predominately speculative
            with respect to the issuer's continuing ability to meet principal
            and interest payments. They may also be more susceptible to real
            or perceived adverse economic and competitive industry conditions
            than higher-rated securities.

            . Credit Ratings and Unrated Securities.  Rating agencies are
            private services that provide ratings of the credit quality of
            fixed income securities, including convertible securities.
            Appendix A to this Prospectus describes the various ratings
            assigned to fixed income securities by Moody's and S&P. Ratings
            assigned by a rating agency are not absolute standards of credit
            quality and do not evaluate market risks. Rating agencies may fail
            to make timely changes in credit ratings and an issuer's current
            financial condition may be better or worse than a rating
            indicates. A Fund will not necessarily sell a security when its
            rating is reduced below its rating at the time of purchase. PIMCO
            does not rely solely on credit ratings, and develops its own
            analysis of issuer credit quality.

             A Fund may purchase unrated securities (which are not rated by a
            rating agency) if its portfolio manager determines that the
            security is of comparable quality to a rated security that the
            Fund may purchase. Unrated securities may be less liquid than
            comparable rated securities and involve the risk that the
            portfolio manager may not accurately evaluate the security's
            comparative credit rating. Analysis of the creditworthiness of
            issuers of high yield securities may be more complex than for
            issuers of higher-quality fixed income securities. To the extent
            that a Fund invests in high yield and/or unrated securities, the
            Fund's success in achieving its investment objective may depend
            more heavily on the portfolio manager's creditworthiness analysis
            than if the Fund invested exclusively in higher-quality and rated
            securities.

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as
            adjusted for inflation) is guaranteed in the case of U.S. Treasury
            inflation-indexed bonds. For bonds that do not provide a similar
            guarantee, the adjusted principal value of the bond repaid at
            maturity may be less than the original principal. The value of
            inflation-indexed bonds is expected to change in response to
            changes in real interest rates. Real interest rates are tied to
            the relationship between nominal interest rates and the rate of
            inflation. If nominal interest rates increase at a faster rate
            than inflation, real interest rates may rise, leading to a
            decrease in value of inflation-indexed bonds. Short-term increases
            in inflation may lead to a decline in value. Any increase in the
            principal amount of an inflation-indexed bond will be considered
            taxable ordinary income, even though investors do not receive
            their principal until maturity.

                                                                  Prospectus  46
<PAGE>

Derivatives Each Fund (except the Money Market Fund) may, but is not required
            to, use derivative instruments for risk management purposes or as
            part of its investment strategies. Generally, derivatives are
            financial contracts whose value depends upon, or is derived from,
            the value of an underlying asset, reference rate or index, and may
            relate to stocks, bonds, interest rates, currencies or currency
            exchange rates, commodities, and related indexes. Examples of
            derivative instruments include options contracts, futures
            contracts, options on futures contracts and swap agreements. Each
            Fund (except the Money Market Fund) may invest some or all of its
            assets in derivative instruments. A portfolio manager may decide
            not to employ any of these strategies and there is no assurance
            that any derivatives strategy used by a Fund will succeed. A
            description of these and other derivative instruments that the
            Funds may use are described under "Investment Objectives and
            Policies" in the Statement of Additional Information.

             A Fund's use of derivative instruments involves risks different
            from, or possibly greater than, the risks associated with
            investing directly in securities and other more traditional
            investments. A description of various risks associated with
            particular derivative instruments is included in "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The following provides a more general discussion of
            important risk factors relating to all derivative instruments that
            may be used by the Funds.

             Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of
            a derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit
            of observing the performance of the derivative under all possible
            market conditions.

             Credit Risk. The use of a derivative instrument involves the risk
            that a loss may be sustained as a result of the failure of another
            party to the contract (usually referred to as a "counterparty") to
            make required payments or otherwise comply with the contract's
            terms.

             Liquidity Risk. Liquidity risk exists when a particular
            derivative instrument is difficult to purchase or sell. If a
            derivative transaction is particularly large or if the relevant
            market is illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous time or price.

             Leverage Risk. Because many derivatives have a leverage
            component, adverse changes in the value or level of the underlying
            asset, reference rate or index can result in a loss substantially
            greater than the amount invested in the derivative itself. Certain
            derivatives have the potential for unlimited loss, regardless of
            the size of the initial investment. When a Fund uses derivatives
            for leverage, investments in that Fund will tend to be more
            volatile, resulting in larger gains or losses in response to
            market changes. To limit leverage risk, each Fund will segregate
            assets determined to be liquid by PIMCO in accordance with
            procedures established by the Board of Trustees (or, as permitted
            by applicable regulation, enter into certain offsetting positions)
            to cover its obligations under derivative instruments.

             Lack of Availability. Because the markets for certain derivative
            instruments (including markets located in foreign countries) are
            relatively new and still developing, suitable derivatives
            transactions may not be available in all circumstances for risk
            management or other purposes. There is no assurance that a Fund
            will engage in derivatives transactions at any time or from time
            to time. A Fund's ability to use derivatives may also be limited
            by certain regulatory and tax considerations.

             Market and Other Risks. Like most other investments, derivative
            instruments are subject to the risk that the market value of the
            instrument will change in a way detrimental to a Fund's interest.
            If a portfolio manager incorrectly forecasts the values of
            securities, currencies or interest rates or other economic factors
            in using derivatives for a Fund, the Fund might have been in a
            better position if it had not entered into the transaction at all.
            While some strategies involving derivative instruments can reduce
            the risk of loss, they can also reduce the opportunity for gain or
            even result in losses by offsetting favorable price movements in
            other Fund investments. A Fund may also have to buy or sell a
            security at a disadvantageous time or price because the Fund is
            legally required to maintain offsetting positions or asset
            coverage in connection with certain derivatives transactions.

             Other risks in using derivatives include the risk of mispricing or
            improper valuation of derivatives and the inability of derivatives
            to correlate perfectly with underlying assets, rates and indexes.
            Many derivatives, in particular privately negotiated derivatives,
            are complex and often valued subjectively. Improper valuations can
            result in increased cash payment requirements to counterparties or a
            loss of value to a Fund. Also, the value of derivatives may not
            correlate perfectly, or at all, with the value of

47  Pacific Investment Management Series
<PAGE>

            the assets, reference rates or indexes they are designed to
            closely track. In addition, a Fund's use of derivatives may cause
            the Fund to realize higher amounts of short-term capital gains
            (generally taxed at ordinary income tax rates) than if the Fund
            had not used such instruments.

Convertible Each Fund (except the Money Market Fund) may invest in convertible
Securities  securities. Convertible securities are generally preferred stocks
            and other securities, including fixed income securities and
            warrants, that are convertible into or exercisable for common
            stock at a stated price or rate. The price of a convertible
            security will normally vary in some proportion to changes in the
            price of the underlying common stock because of this conversion or
            exercise feature. However, the value of a convertible security may
            not increase or decrease as rapidly as the underlying common
            stock. A convertible security will normally also provide income
            and is subject to interest rate risk. Convertible securities may
            be lower-rated securities subject to greater levels of credit
            risk. A Fund may be forced to convert a security before it would
            otherwise choose, which may have an adverse effect on the Fund's
            ability to achieve its investment objective.

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

Mortgage-   Each Fund may invest in mortgage-or other asset-backed securities.
Related     Except for the Money Market and Convertible Bond Funds, each Fund
and Other   may invest all of its assets in such securities. The Convertible
Asset-      Bond Fund may invest up to 35% of its assets in such securities.
Backed      Mortgage-related securities include mortgage pass-through
Securities  securities, collateralized mortgage obligations ("CMOs"),
            commercial mortgage-backed securities, mortgage dollar rolls, CMO
            residuals, stripped mortgage-backed securities ("SMBSs") and other
            securities that directly or indirectly represent a participation
            in, or are secured by and payable from, mortgage loans on real
            property.

             The value of some mortgage- or asset-backed securities may be
            particularly sensitive to changes in prevailing interest rates.
            Early repayment of principal on some mortgage-related securities
            may expose a Fund to a lower rate of return upon reinvestment of
            principal. When interest rates rise, the value of a mortgage-
            related security generally will decline; however, when interest
            rates are declining, the value of mortgage-related securities with
            prepayment features may not increase as much as other fixed income
            securities. The rate of prepayments on underlying mortgages will
            affect the price and volatility of a mortgage-related security,
            and may shorten or extend the effective maturity of the security
            beyond what was anticipated at the time of purchase. If
            unanticipated rates of prepayment on underlying mortgages increase
            the effective maturity of a mortgage-related security, the
            volatility of the security can be expected to increase. The value
            of these securities may fluctuate in response to the market's
            perception of the creditworthiness of the issuers. Additionally,
            although mortgages and mortgage-related securities are generally
            supported by some form of government or private guarantee and/or
            insurance, there is no assurance that private guarantors or
            insurers will meet their obligations.

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "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 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. A Fund may not
            invest more than 5% of its assets in any combination of IO, PO, or
            inverse floater securities. The Funds may invest in other asset-
            backed securities that have been offered to investors.

Municipal   Municipal bonds are generally issued by states and local
Bonds       governments and their agencies, authorities and other
            instrumentalities. Municipal bonds are subject to interest rate,
            credit and market risk. The ability of an issuer to make payments
            could be affected by litigation, legislation or other political
            events or the bankruptcy of the issuer. Lower rated municipal
            bonds are subject to greater credit and market risk than higher
            quality municipal bonds.

Loan        Certain Funds may invest in fixed- and floating-rate loans, which
Participa-  investments generally will be in the form of loan participations
tions and   and assignments of portions of such loans. Participations and
Assignments assignments involve special types of risk, including credit risk,
            interest rate risk, liquidity risk, and the risks of being a
            lender. If a Fund purchases a participation, it may only be able
            to enforce its rights through the lender, and may assume the
            credit risk of the lender in addition to the borrower.

                                                                  Prospectus  48
<PAGE>

Delayed     The Funds (except the Money Market Fund) may also enter into, or
Funding     acquire participations in, delayed funding loans and revolving
Loans and   credit facilities, in which a lender agrees to make loans up to a
Revolving   maximum amount upon demand by the borrower during a specified
Credit      term. These commitments may have the effect of requiring a Fund to
Facilities  increase its investment in a company at a time when it might not
            otherwise decide to do so (including at a time when the company's
            financial condition makes it unlikely that such amounts will be
            repaid). To the extent that a Fund is committed to advance
            additional funds, it will segregate assets determined to be liquid
            by PIMCO in accordance with procedures established by the Board of
            Trustees in an amount sufficient to meet such commitments. Delayed
            funding loans and revolving credit facilities are subject to
            credit, interest rate and liquidity risk and the risks of being a
            lender.

Loans of    For the purpose of achieving income, each Fund may lend its
Portfolio   portfolio securities to brokers, dealers, and other financial
Securities  institutions provided a number of conditions are satisfied,
            including that the loan is fully collateralized. Please see
            "Investment Objectives and Policies" in the Statement of
            Additional Information for details. When a Fund lends portfolio
            securities, its investment performance will continue to reflect
            changes in the value of the securities loaned, and the Fund will
            also receive a fee or interest on the collateral. Securities
            lending involves the risk of loss of rights in the collateral or
            delay in recovery of the collateral if the borrower fails to
            return the security loaned or becomes insolvent. A Fund may pay
            lending fees to a party arranging the loan.

Short       Each Fund (except the High Yield and StocksPLUS Funds) may make
Sales       short sales as part of its overall portfolio management strategies
            or to offset a potential decline in value of a security. A short
            sale involves the sale of a security that is borrowed from a
            broker or other institution to complete the sale. The Global Bond
            Fund II may only make short sales if the security sold short is
            held in the Fund's portfolio or if the Fund has the right to
            acquire the security without the payment of further consideration
            (a "short sale against the box"). For these purposes, a Fund may
            also hold or have the right to acquire securities which, without
            the payment of any further consideration, are convertible into or
            exchangeable for the securities sold short. Short sales expose a
            Fund to the risk that it will be required to acquire, convert or
            exchange securities to replace the borrowed securities (also known
            as "covering" the short position) at a time when the securities
            sold short have appreciated in value, thus resulting in a loss to
            the Fund. A Fund making a short sale (other than a "short sale
            against the box") must segregate assets determined to be liquid by
            PIMCO in accordance with procedures established by the Board of
            Trustees or otherwise cover its position in a permissible manner.

When-       Each Fund may purchase securities which it is eligible to purchase
Issued,     on a when-issued basis, may purchase and sell such securities for
Delayed     delayed delivery and may make contracts to purchase such
Delivery    securities for a fixed price at a future date beyond normal
and         settlement time (forward commitments). When-issued transactions,
Forward     delayed delivery purchases and forward commitments involve a risk
Commitment  of loss if the value of the securities declines prior to the
Trans-      settlement date. This risk is in addition to the risk that the
actions     Fund's other assets will decline in the value. Therefore, these
            transactions may result in a form of leverage and increase a
            Fund's overall investment exposure. Typically, no income accrues
            on securities a Fund has committed to purchase prior to the time
            delivery of the securities is made, although a Fund may earn
            income on securities it has segregated to cover these positions.

Repurchase  Each Fund may enter into repurchase agreements, in which the Fund
Agreements  purchases a security from a bank or broker-dealer and agrees to
            repurchase the security at the Fund's cost plus interest within a
            specified time. If the party agreeing to repurchase should
            default, the Fund will seek to sell the securities which it holds.
            This could involve procedural costs or delays in addition to a
            loss on the securities if their value should fall below their
            repurchase price. Repurchase agreements maturing in more than
            seven days are considered illiquid securities.

Reverse     Each Fund may enter into reverse repurchase agreements and dollar
Repurchase  rolls, subject to the Fund's limitations on borrowings. A reverse
Agreements, repurchase agreement or dollar roll involves the sale of a
Dollar      security by a Fund and its agreement to repurchase the instrument
Rolls And   at a specified time and price, and may be considered a form of
Other       borrowing for some purposes. A Fund will segregate assets
Borrowings  determined to be liquid by PIMCO in accordance with procedures
            established by the Board of Trustees or otherwise to cover its
            obligations under reverse repurchase agreements, dollar rolls, and
            other borrowings. 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.
            Reverse repurchase agreements, dollar rolls and other forms of
            borrowings may create leveraging risk for a Fund.

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Event-      Each Fixed Income Fund (except the Money Market Fund) and the
Linked      StocksPLUS Fund may invest in "event-linked bonds," which are
Bonds       fixed income securities for which the return of principal and
            payment of interest is contingent on the non-occurrence of a
            specific "trigger" event, such as a hurricane, earthquake, or
            other physical or weather-related phenomenon. If a trigger event
            occurs, a Fund may lose a portion or all of its principal invested
            in the bond. Even-linked bonds often provide for an extension of
            maturity to process and audit loss claims where a trigger event
            has, or possibly has, occurred. An extension of maturity may
            increase volatility. Event-linked bonds may also expose the Fund
            to certain unanticipated risks including credit risk, adverse
            regulatory or jurisdictional interpretations, and adverse tax
            consequences. Event-linked bonds may also be subject to liquidity
            risk.

Portfolio   The length of time a Fund has held a particular security is not
Turnover    generally a consideration in investment decisions. A change in the
            securities held by a Fund is known as "portfolio turnover." Each
            Fund may engage in frequent and active trading of portfolio
            securities to achieve its investment objective, particularly
            during periods of volatile market movements. High portfolio
            turnover (e.g., over 100%) involves correspondingly greater
            expenses to a Fund, including brokerage commissions or dealer
            mark-ups and other transaction costs on the sale of securities and
            reinvestments in other securities. Such sales may also result in
            realization of taxable capital gains, including short-term capital
            gains (which are generally taxed at ordinary income tax rates).
            The trading costs and tax effects associated with portfolio
            turnover may adversely affect a Fund's performance.

Illiquid    Each Fund may invest up to 15% (10% in the case of the Money
Securities  Market Fund) of its net assets in illiquid securities. Certain
            illiquid securities may require pricing at fair value as
            determined in good faith under the supervision of the Board of
            Trustees. A portfolio manager may be subject to significant delays
            in disposing of illiquid securities, and transactions in illiquid
            securities may entail registration expenses and other transaction
            costs that are higher than those for transactions in liquid
            securities. The term "illiquid securities" for this purpose means
            securities that cannot be disposed of within seven days in the
            ordinary course of business at approximately the amount at which a
            Fund has valued the securities. Restricted securities, i.e.,
            securities subject to legal or contractual restrictions on resale,
            may be illiquid. However, some restricted securities (such as
            securities issued pursuant to Rule 144A under the Securities Act
            of 1933 and certain commercial paper) may be treated as liquid,
            although they may be less liquid than registered securities traded
            on established secondary markets.

Investment  Each Fund may invest up to 10% of its assets in securities of
in Other    other investment companies, such as closed-end management
Investment  investment companies, or in pooled accounts or other investment
Companies   vehicles which invest in foreign markets. As a shareholder of an
            investment company, a Fund may indirectly bear service and other
            fees which are in addition to the fees the Fund pays its service
            providers.

Year 2000   Many of the services provided to the Funds depend on the smooth
Readiness   functioning of computer systems. Many systems in use today cannot
Disclosure  distinguish between the year 1900 and the year 2000. Should any of
            the service systems fail to process information properly, this
            could have an adverse impact on the Funds' operations and services
            provided to shareholders. PIMCO has surveyed the Funds' material
            service providers and believes that, on the basis of the
            information supplied, that the service providers will not be
            materially adversely affected by the so-called "year 2000
            problem." However, there can be no assurance that the problem will
            be corrected in all respects and that the Funds' operations and
            services provided to shareholders will not be adversely affected,
            nor can there be any assurance that the year 2000 problem will not
            have an adverse effect on the entities whose securities are held
            by the Funds or on domestic or global securities markets or
            economies, generally. Accordingly, PIMCO reserves the right to
            vary, during the fourth quarter of 1999 and/or the first quarter
            of 2000, the investments of any Fund to maintain sufficient
            liquidity to satisfy actual or anticipated redemption activity.

Temporary   For temporary or defensive purposes, each Fund may invest without
Defensive   limit in U.S. debt securities, including short-term money market
Strategies  securities, when PIMCO deems it appropriate to do so. When a Fund
            engages in such strategies, it may not achieve its investment
            objective.

Changes in  The investment objective of the Global Bond Fund II may be changed
Investment  by the Board of Trustees without shareholder approval. The
Objectives  investment objective of each other Fund is fundamental and may not
and         be changed without shareholder approval. Unless otherwise stated,
Policies    all other investment policies of the Funds may be changed by the
            Board of Trustees without shareholder approval.

Percentage  Unless otherwise stated, all percentage limitations on Fund
Investment  investments listed in this Prospectus will apply at the time of
Limitations investment. A Fund would not violate these limitations unless an
            excess or deficiency occurs or exists immediately after and as a
            result of an investment.

                                                                  Prospectus  50
<PAGE>

Other       The Funds may invest in other types of securities and use a
Investments variety of investment techniques and strategies which are not
and         described in this Prospectus. These securities and techniques may
Techniques  subject the Funds to additional risks. Please see the Statement of
            Additional Information for additional information about the
            securities and investment techniques described in this Prospectus
            and about additional securities and techniques that may be used by
            the Funds.

51  Pacific Investment Management Series
<PAGE>




                      (THIS PAGE INTENTIONALLY LEFT BLANK)




                                                                  Prospectus  52
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help you understand
            the financial performance of Class A, Class B and Class C shares
            of each Fund for the past 5 years or, if the class is less than 5
            years old, since the class of shares was first offered. Certain
            information reflects financial results for a single Fund share.
            The total returns in the table represent the rate that an investor
            would have earned or lost on an investment in a particular class
            of shares of a Fund, assuming reinvestment of all dividends and
            distributions. This information has been audited by
            PricewaterhouseCoopers LLP, whose report, along with each Fund's
            financial statements, are included in the Trust's annual report to
            shareholders. The annual report is incorporated by reference in
            the Statement of Additional Information and is available free of
            charge upon request from the Distributor.

<TABLE>
<CAPTION>
                         Net Asset                Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value        Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning  Investment   Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period Income (Loss)  Investments    Operations    Income      Income     Capital Gains Capital Gains
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>           <C>            <C>          <C>        <C>           <C>           <C>
Money Market
 Class A
 03/31/1999               $ 1.00       $0.05(a)      $ 0.00 (a)    $0.05       $(0.05)     $ 0.00        $ 0.00        $ 0.00
 03/31/1998                 1.00        0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 01/13/1997 - 03/31/1997    1.00        0.01           0.00         0.01        (0.01)       0.00          0.00          0.00
 Class B
 03/31/1999                 1.00        0.04(a)        0.00 (a)     0.04        (0.04)       0.00          0.00          0.00
 03/31/1998                 1.00        0.04(a)        0.00 (a)     0.04        (0.04)       0.00          0.00          0.00
 01/13/1997 - 03/31/1997    1.00        0.01           0.00         0.01        (0.01)       0.00          0.00          0.00
 Class C
 03/31/1999                 1.00        0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 03/31/1998                 1.00        0.05(a)        0.00 (a)     0.05        (0.05)       0.00          0.00          0.00
 01/13/1997 - 03/31/1997    1.00        0.01           0.00         0.01        (0.01)       0.00          0.00          0.00
Short-Term
 Class A
 03/31/1999               $10.06       $0.53(a)      $(0.02)(a)    $0.51       $(0.53)     $ 0.00        $ 0.00        $(0.01)
 03/31/1998                10.00        0.55(a)        0.09 (a)     0.64        (0.56)      (0.01)        (0.01)         0.00
 01/20/1997 - 03/31/1997   10.04        0.10          (0.03)        0.07        (0.10)      (0.01)         0.00          0.00
 Class B
 03/31/1999                10.06        0.45(a)       (0.02)(a)     0.43        (0.45)       0.00          0.00         (0.01)
 03/31/1998                10.00        0.50(a)        0.08 (a)     0.58        (0.50)      (0.01)        (0.01)         0.00
 01/20/1997 - 03/31/1997   10.04        0.09          (0.03)        0.06        (0.10)       0.00          0.00          0.00
 Class C
 03/31/1999                10.06        0.50(a)       (0.02)(a)     0.48        (0.50)       0.00          0.00         (0.01)
 03/31/1998                10.00        0.54(a)        0.07 (a)     0.61        (0.53)      (0.01)        (0.01)         0.00
 01/20/1997 - 03/31/1997   10.04        0.09          (0.03)        0.06        (0.10)       0.00          0.00          0.00
Low Duration
 Class A
 03/31/1999               $10.18       $0.60(a)      $(0.02)(a)    $0.58       $(0.60)     $ 0.00        $(0.01)       $(0.05)
 03/31/1998                 9.98        0.60(a)        0.23 (a)     0.83        (0.58)      (0.02)        (0.03)         0.00
 01/13/1997 - 03/31/1997   10.02        0.12          (0.03)        0.09        (0.12)      (0.01)         0.00          0.00
 Class B
 03/31/1999                10.18        0.52(a)       (0.02)(a)     0.50        (0.52)       0.00         (0.01)        (0.05)
 03/31/1998                 9.98        0.53(a)        0.22 (a)     0.75        (0.50)      (0.02)        (0.03)         0.00
 01/13/1997 - 03/31/1997   10.02        0.10          (0.03)        0.07        (0.11)       0.00          0.00          0.00
 Class C
 03/31/1999                10.18        0.55(a)       (0.02)(a)     0.53        (0.55)       0.00         (0.01)        (0.05)
 03/31/1998                 9.98        0.55(a)        0.23 (a)     0.78        (0.53)      (0.02)        (0.03)         0.00
 01/13/1997 - 03/31/1997   10.02        0.11          (0.03)        0.08        (0.11)      (0.01)         0.00          0.00
</TABLE>
- -------
(a) Per share amounts based on average number of shares outstanding during the
    period.

53  Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                 Ratio of Net
                         Net Asset        Net Assets  Ratio of    Investment
Tax Basis                  Value             End     Expenses to  Income to   Portfolio
 Return        Total        End    Total  of Period    Average     Average    Turnover
of Capital Distributions of Period Return   (000's)  Net Assets   Net Assets    Rate
- ---------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>    <C>        <C>         <C>          <C>


  $0.00       $(0.05)     $ 1.00    4.76%  105,200      0.60%        4.78%       N/A
   0.00        (0.05)       1.00    5.10    41,375      0.60         5.02        N/A
   0.00        (0.01)       1.00    1.01    43,589      0.57+        4.44+       N/A

   0.00        (0.04)       1.00    4.03    14,968      1.50         3.79        N/A
   0.00        (0.04)       1.00    4.21     2,937      1.50         4.15        N/A
   0.00        (0.01)       1.00    0.83     3,143      1.41+        3.62+       N/A

   0.00        (0.05)       1.00    4.85    86,159      0.60         4.79        N/A
   0.00        (0.05)       1.00    5.14    55,696      0.60         5.05        N/A
   0.00        (0.01)       1.00    1.02    85,398      0.58+        4.47+       N/A


  $0.00       $(0.54)     $10.03    5.21%   80,787      0.85%        5.15%        47%
   0.00        (0.58)      10.06    6.64    24,182      0.85         5.48         48
   0.00        (0.11)      10.00    0.66     2,533      0.86+        5.07+        77

   0.00        (0.46)      10.03    4.43     3,813      1.60         4.45         47
   0.00        (0.52)      10.06    5.96     1,258      1.60         4.97         48
   0.00        (0.10)      10.00    0.58       114      1.62+        4.83+        77

   0.00        (0.51)      10.03    4.91    15,589      1.15         4.92         47
   0.00        (0.55)      10.06    6.33     6,763      1.15         5.33         48
   0.00        (0.10)      10.00    0.63     1,359      1.14+        4.78+        77


  $0.00       $(0.66)     $10.10    5.86%  191,727      0.90%        5.85%       245%
   0.00        (0.63)      10.18    8.49   109,531      0.90         5.93        309
   0.00        (0.13)       9.98    0.85    59,348      0.91+        5.84+       240

   0.00        (0.58)      10.10    5.07    65,160      1.65         5.03        245
   0.00        (0.55)      10.18    7.68    17,624      1.65         5.16        309
   0.00        (0.11)       9.98    0.68     5,296      1.67+        5.03+       240

   0.00        (0.61)      10.10    5.33   112,229      1.40         5.35        245
   0.00        (0.58)      10.18    8.01    68,766      1.40         5.46        309
   0.00        (0.12)       9.98    0.75    63,606      1.42+        5.36+       240
</TABLE>
- -------
+ Annualized.

                                                                  Prospectus  54
<PAGE>


<TABLE>
<CAPTION>
                         Net Asset    Net       Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value   Investment  and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning   Income    Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   (Loss)     Investments    Operations    Income      Income     Capital Gains Capital Gains
- -------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>         <C>            <C>          <C>        <C>           <C>           <C>
Total Return
 Class A
 03/31/1999               $10.62     $0.58(a)      $ 0.16 (a)    $ 0.74      $(0.58)     $ 0.00        $(0.24)       $(0.18)
 03/31/1998                10.27      0.58(a)        0.63 (a)      1.21       (0.57)      (0.02)        (0.27)         0.00
 01/13/1997 - 03/31/1997   10.40      0.12          (0.12)         0.00       (0.13)       0.00          0.00          0.00
 Class B
 03/31/1999                10.62      0.50(a)        0.16 (a)      0.66       (0.50)       0.00         (0.24)        (0.18)
 03/31/1998                10.27      0.50(a)        0.63 (a)      1.13       (0.50)      (0.01)        (0.27)         0.00
 01/13/1997 - 03/31/1997   10.40      0.11          (0.12)        (0.01)      (0.12)       0.00          0.00          0.00
 Class C
 03/31/1999                10.62      0.50(a)        0.16 (a)      0.66       (0.50)       0.00         (0.24)        (0.18)
 03/31/1998                10.27      0.51(a)        0.63 (a)      1.14       (0.51)      (0.01)        (0.27)         0.00
 01/13/1997 - 03/31/1997   10.40      0.11          (0.12)        (0.01)      (0.12)       0.00          0.00          0.00
Long-Term U.S. Government
 Class A
 03/31/1999               $10.57     $0.59(a)      $ 0.20 (a)    $ 0.79      $(0.60)     $ 0.00        $ 0.00        $(0.46)
 03/31/1998                 9.39      0.48(a)        1.34 (a)      1.82       (0.58)       0.00         (0.06)         0.00
 01/20/1997 - 03/31/1997    9.67      0.32          (0.47)        (0.15)      (0.13)       0.00          0.00          0.00
 Class B
 03/31/1999                10.57      0.51(a)        0.20 (a)      0.71       (0.52)       0.00          0.00         (0.46)
 03/31/1998                 9.39      0.39(a)        1.35 (a)      1.74       (0.50)       0.00         (0.06)         0.00
 01/20/1997 - 03/31/1997    9.67      0.29          (0.47)        (0.18)      (0.10)       0.00          0.00          0.00
 Class C
 03/31/1999                10.57      0.50(a)        0.21 (a)      0.71       (0.52)       0.00          0.00         (0.46)
 03/31/1998                 9.39      0.39(a)        1.35 (a)      1.74       (0.50)       0.00         (0.06)         0.00
 01/20/1997 - 03/31/1997    9.67      0.29          (0.47)        (0.18)      (0.10)       0.00          0.00          0.00
Global Bond II
 Class A
 03/31/1999               $ 9.92     $0.48(a)      $ 0.06 (a)    $ 0.54      $(0.48)     $ 0.00        $(0.01)       $(0.08)
 03/31/1998                10.84      0.64(a)        0.51 (a)      1.15        0.00       (0.54)        (1.53)         0.00
 10/01/1996 - 03/31/1997   10.96      0.66          (0.16)         0.50       (0.22)       0.00         (0.40)         0.00
 09/30/1996                10.00      0.32(b)        0.95          1.27       (0.31)       0.00          0.00          0.00
 Class B
 03/31/1999                 9.92      0.41(a)        0.06 (a)      0.47       (0.41)       0.00         (0.01)        (0.08)
 03/31/1998                10.84      0.66(a)        0.41 (a)      1.07        0.00       (0.46)        (1.53)         0.00
 10/01/1996 - 03/31/1997   10.96      0.62          (0.16)         0.46       (0.18)       0.00         (0.40)         0.00
 09/30/1996                10.00      0.30(b)        0.92          1.22       (0.26)       0.00          0.00          0.00
 Class C
 03/31/1999                 9.92      0.41(a)        0.06 (a)      0.47       (0.41)       0.00         (0.01)        (0.08)
 03/31/1998                10.84      0.55(a)        0.52 (a)      1.07        0.00       (0.46)        (1.53)         0.00
 10/01/1996 - 03/31/1997   10.96      0.62          (0.16)         0.46       (0.18)       0.00         (0.40)         0.00
 09/30/1996                10.00      0.30(b)        0.92          1.22       (0.26)       0.00          0.00          0.00
Foreign Bond
 Class A
 03/31/1999               $10.74     $0.53(a)      $ 0.24 (a)    $ 0.77      $(0.53)     $ 0.00        $(0.10)       $(0.25)
 03/31/1998                10.41      0.61(a)        0.62 (a)      1.23       (0.59)       0.00         (0.31)         0.00
 01/20/1997 - 03/31/1997   10.59      0.59          (0.72)        (0.13)      (0.05)       0.00          0.00          0.00
 Class B
 03/31/1999                10.74      0.46(a)        0.24 (a)      0.70       (0.46)       0.00         (0.10)        (0.25)
 03/31/1998                10.41      0.53(a)        0.61 (a)      1.14       (0.50)       0.00         (0.31)         0.00
 01/20/1997 - 03/31/1997   10.59      0.58          (0.72)        (0.14)      (0.04)       0.00          0.00          0.00
 Class C
 03/31/1999                10.74      0.45(a)        0.24 (a)      0.69       (0.45)       0.00         (0.10)        (0.25)
 03/31/1998                10.41      0.52(a)        0.62 (a)      1.14       (0.50)       0.00         (0.31)         0.00
 01/20/1997 - 03/31/1997   10.59      0.58          (0.72)        (0.14)      (0.04)       0.00          0.00          0.00
</TABLE>
- -------
(b) Reflects voluntary waiver of investment advisory fee of $12,041 (.01 per
    share) by the adviser.

55  Pacific Investment Management Series
<PAGE>

<TABLE>
<CAPTION>
                                                                   Ratio of Net
                         Net Asset         Net Assets  Ratio of     Investment
Tax Basis                  Value              End     Expenses to   Income to   Portfolio
 Return        Total        End    Total   of Period    Average      Average    Turnover
of Capital Distributions of Period Return    (000's)  Net Assets    Net Assets    Rate
- -----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>     <C>        <C>          <C>          <C>


  $0.00       $(1.00)     $10.36    7.09%  $1,140,606    0.90%         5.37%        154%
   0.00        (0.86)      10.62   12.11      533,893    0.90          5.46         206
   0.00        (0.13)      10.27    0.02      115,742    0.91+         6.08+        173

   0.00        (0.92)      10.36    6.28      549,478    1.65          4.55         154
   0.00        (0.78)      10.62   11.26      186,932    1.65          4.74         206
   0.00        (0.12)      10.27   (0.10)      74,130    1.67+         5.28+        173

   0.00        (0.92)      10.36    6.29      715,201    1.65          4.63         154
   0.00        (0.79)      10.62   11.28      405,037    1.65          4.83         206
   0.00        (0.12)      10.27   (0.11)     329,104    1.67+         5.32+        173


  $0.00       $(1.06)     $10.30    7.34%  $   29,809    1.34%(e)      5.33%        364%
   0.00        (0.64)      10.57   19.78        6,161    0.91          4.49         177
   0.00        (0.13)       9.39   (1.72)       1,204    1.12+         6.91+        402

   0.00        (0.98)      10.30    6.51       37,946    2.13(f)       4.53         364
   0.00        (0.56)      10.57   18.85        7,516    1.66          4.64         177
   0.00        (0.10)       9.39   (1.92)         454    1.87+         4.95+        402

   0.00        (0.98)      10.30    6.52       31,653    2.16(g)       4.50         364
   0.00        (0.56)      10.57   18.86        7,258    1.66          4.64         177
   0.00        (0.10)       9.39   (1.83)         275    1.88+         5.52+        402

  $0.00       $(0.57)     $ 9.89    5.65%  $    2,728    0.95%         5.07%        236%
   0.00        (2.07)       9.92   11.21        6,816    0.95          5.88         369
   0.00        (0.62)      10.84    4.55        7,652    2.05+         5.60+        307
   0.00        (0.31)      10.96   15.01        7,360    1.27(c)       4.88(d)    1,246

   0.00        (0.50)       9.89    4.85        4,909    1.70          4.16         236
   0.00        (1.99)       9.92   10.39        4,473    1.70          5.12         369
   0.00        (0.58)      10.84    4.17        3,925    2.57+         4.22+        307
   0.00        (0.26)      10.96   14.54        3,240    2.49(c)       4.09(d)    1,246

   0.00        (0.50)       9.89    4.82        5,863    1.70          4.16         236
   0.00        (1.99)       9.92   10.39        6,096    1.70          5.12         369
   0.00        (0.58)      10.84    4.17        5,323    2.43+         4.14+        307
   0.00        (0.26)      10.96   14.54        3,459    2.49(c)       4.09(d)    1,246

  $0.00       $(0.88)     $10.63    7.43%  $   29,009    0.95%         4.87%        376%
   0.00        (0.90)      10.74   12.14        9,582    0.95          5.88         280
   0.00        (0.05)      10.41   (1.21)         704    0.97+         4.95+        984

   0.00        (0.81)      10.63    6.69       21,256    1.70          4.14         376
   0.00        (0.81)      10.74   11.29       10,631    1.70          5.13         280
   0.00        (0.04)      10.41   (1.34)       1,221    1.75+         3.73+        984

   0.00        (0.80)      10.63    6.63       29,584    1.70          4.16         376
   0.00        (0.81)      10.74   11.29       17,080    1.70          5.13         280
   0.00        (0.04)      10.41   (1.32)       1,788    1.76+         4.09+        984
</TABLE>
- -------
+   Annualized.
(c) The ratio of expenses to average net assets without the waiver would have
    been 1.57%.
(d) The ratio of net investment income to average net assets without the waiver
    would have been 4.58%.
(e) The ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreements is 0.90%.
(f) The ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreements is 1.65%.
(g) The ratio of expenses to average net assets excluding interest expense on
    reverse repurchase agreements is 1.65%.

                                                                  Prospectus  56
<PAGE>


<TABLE>
<CAPTION>
                         Net Asset                 Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value        Net       and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning  Investment    Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period Income (Loss)   Investments    Operations    Income      Income     Capital Gains Capital Gains
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>            <C>            <C>          <C>        <C>           <C>           <C>
Emerging Markets Bond
 Class A
 03/31/1999               $ 9.67      $ 0.83 (a)      $(2.11)(a)    $(1.28)     $(0.83)     $ 0.00        $ 0.00        $(0.05)
 07/31/1997 - 03/31/1998   10.00        0.44 (a)       (0.18)(a)      0.26       (0.44)       0.00         (0.15)         0.00
 Class B
 03/31/1999                 9.67        0.77 (a)       (2.11)(a)     (1.34)      (0.77)       0.00          0.00         (0.05)
 07/31/1997 - 03/31/1998   10.00        0.40 (a)       (0.20)(a)      0.20       (0.38)       0.00         (0.15)         0.00
 Class C
 03/31/1999                 9.67        0.77 (a)       (2.11)(a)     (1.34)      (0.77)       0.00          0.00         (0.05)
 07/31/1997 - 03/31/1998   10.00        0.38 (a)       (0.18)(a)      0.20       (0.38)       0.00         (0.15)         0.00
High Yield
 Class A
 03/31/1999               $11.66      $ 0.91 (a)      $(0.43)(a)    $ 0.48      $(0.90)     $(0.01)       $ 0.00        $ 0.00
 03/31/1998                11.10        0.93 (a)        0.66 (a)      1.59       (0.94)       0.00          0.00         (0.09)
 01/13/1997 - 03/31/1997   11.18        0.17           (0.05)         0.12       (0.20)       0.00          0.00          0.00
 Class B
 03/31/1999                11.66        0.82 (a)       (0.43)(a)      0.39       (0.81)      (0.01)         0.00          0.00
 03/31/1998                11.10        0.84 (a)        0.66 (a)      1.50       (0.85)       0.00          0.00         (0.09)
 01/13/1997 - 03/31/1997   11.18        0.15           (0.05)         0.10       (0.18)       0.00          0.00          0.00
 Class C
 03/31/1999                11.66        0.82 (a)       (0.43)(a)      0.39       (0.81)      (0.01)         0.00          0.00
 03/31/1998                11.10        0.85 (a)        0.65 (a)      1.50       (0.85)       0.00          0.00         (0.09)
 01/13/1997 - 03/31/1997   11.18        0.15           (0.05)         0.10       (0.18)       0.00          0.00          0.00
Real Return Bond
 Class A
 03/31/1999               $ 9.77      $ 0.43 (a)      $ 0.14 (a)    $ 0.57      $(0.45)     $(0.06)       $ 0.00        $ 0.00
 03/31/1998                 9.93        0.40 (a)        0.03 (a)      0.43       (0.42)      (0.03)        (0.14)         0.00
 01/29/1997 - 03/31/1997   10.00        0.11 (a)       (0.10)(a)      0.01       (0.08)       0.00          0.00          0.00
 Class B
 03/31/1999                 9.77        0.37 (a)        0.12 (a)      0.49       (0.38)      (0.05)         0.00          0.00
 03/31/1998                 9.93        0.33 (a)        0.03 (a)      0.36       (0.36)      (0.02)        (0.14)         0.00
 01/29/1997 - 03/31/1997   10.00        0.09           (0.10)        (0.01)      (0.06)       0.00          0.00          0.00
 Class C
 03/31/1999                 9.77        0.44 (a)        0.08 (a)      0.52       (0.40)      (0.06)         0.00          0.00
 03/31/1998                 9.93        0.35 (a)        0.04 (a)      0.39       (0.38)      (0.03)        (0.14)         0.00
 01/29/1997 - 03/31/1997   10.00        0.09           (0.10)        (0.01)      (0.06)       0.00          0.00          0.00
StocksPLUS
 Class A
 03/31/1999               $14.06      $ 0.93 (a)      $ 1.29 (a)    $ 2.22      $(0.78)     $ 0.00        $(1.24)       $ 0.00
 03/31/1998                11.46        1.66 (a)        3.41 (a)      5.07       (1.38)       0.00         (1.09)         0.00
 01/20/1997 - 03/31/1997   11.91       (0.10)          (0.20)        (0.30)      (0.15)       0.00          0.00          0.00
 Class B
 03/31/1999                14.01        0.84 (a)        1.26 (a)      2.10       (0.69)       0.00         (1.24)         0.00
 03/31/1998                11.44        1.61 (a)        3.35 (a)      4.96       (1.30)       0.00         (1.09)         0.00
 01/20/1997 - 03/31/1997   11.91       (0.13)          (0.20)        (0.33)      (0.14)       0.00          0.00          0.00
 Class C
 03/31/1999                14.03        0.86 (a)        1.28 (a)      2.14       (0.72)       0.00         (1.24)         0.00
 03/31/1998                11.45        1.64 (a)        3.35 (a)      4.99       (1.32)       0.00         (1.09)         0.00
 01/20/1997 - 03/31/1997   11.91       (0.12)          (0.20)        (0.32)      (0.14)       0.00          0.00          0.00
</TABLE>

57  Pacific Investment Management Series
<PAGE>


<TABLE>
<CAPTION>
                          Net Asset          Net Assets  Ratio of     Ratio of Net
Tax Basis                   Value               End     Expenses to    Investment     Portfolio
  Return        Total        End    Total    of Period    Average   Income to Average Turnover
of Capital  Distributions of Period Return    (000's)   Net Assets     Net Assets       Rate
- -----------------------------------------------------------------------------------------------
<S>         <C>           <C>       <C>      <C>        <C>         <C>               <C>


  $0.00        $(0.88)     $ 7.51   (12.90)%  $    172     1.25%           10.26%        315%
   0.00         (0.59)       9.67     2.84         317     1.26+            6.93+        695

   0.00         (0.82)       7.51   (13.58)        398     2.00             9.68         315
   0.00         (0.53)       9.67     2.29         304     2.01+            6.33+        695

   0.00         (0.82)       7.51   (13.57)        229     2.00             9.79         315%
   0.00         (0.53)       9.67     2.29         136     2.01+            6.11+        695


  $0.00        $(0.91)     $11.23     4.32 %  $155,466     0.90%            7.94%         39%
   0.00         (1.03)      11.66    14.80      70,858     0.90             8.02          37
   0.00         (0.20)      11.10     1.06      28,873     0.92+            8.28+         67

   0.00         (0.82)      11.23     3.54     286,198     1.65             7.21          39
   0.00         (0.94)      11.66    13.94     156,099     1.65             7.27          37
   0.00         (0.18)      11.10     0.86      60,269     1.67+            7.52+         67

   0.00         (0.82)      11.23     3.55     370,861     1.65             7.24          39
   0.00         (0.94)      11.66    13.95     284,836     1.65             7.36          37
   0.00         (0.18)      11.10     0.88     205,297     1.68+            7.56+         67


  $0.00        $(0.51)     $ 9.83     5.99 %  $  6,250     0.92%            4.40%        438%
   0.00         (0.59)       9.77     4.12         370     0.92             4.06         967
   0.00         (0.08)       9.93     0.15           1     0.90+            6.14+        160

   0.00         (0.43)       9.83     5.19       3,646     1.68             3.72         438
   0.00         (0.52)       9.77     3.50       1,496     1.67             3.32         967
   0.00         (0.06)       9.93    (0.08)        509     1.59+            3.43+        160

   0.00         (0.46)       9.83     5.46       2,534     1.43             4.49         438
   0.00         (0.55)       9.77     3.73         490     1.42             3.56         967
   0.00         (0.06)       9.93    (0.07)        148     1.62+            5.13+        160


  $0.00        $(2.02)     $14.26    17.07 %  $148,748     1.05%            6.66%         81%
   0.00         (2.47)      14.06    47.07      62,970     1.05            13.34          30
   0.00         (0.15)      11.46    (2.59)      5,790     1.10+         (10.69)+         47

   0.00         (1.93)      14.18    16.21     281,930     1.80             6.05          81
   0.00         (2.39)      14.01    46.11      99,039     1.80            12.60          30
   0.00         (0.14)      11.44    (2.81)      8,281     1.88+          (15.13)+        47

   0.00         (1.96)      14.21    16.48     245,088     1.55             6.19          81
   0.00         (2.41)      14.03    46.38      96,960     1.55            12.85          30
   0.00         (0.14)      11.45    (2.71)     11,254     1.65+          (12.79)+        47
</TABLE>
- -------
+ Annualized.

                                                                  Prospectus  58
<PAGE>

            Appendix A
            Description of Securities Ratings

            A Fund's investments may range in quality from securities rated in
            the lowest category in which the Fund is permitted to invest to
            securities rated in the highest category (as rated by Moody's or
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality). The percentage of a Fund's assets invested in securities
            in a particular rating category will vary. The following terms are
            generally used to describe the credit quality of fixed income
            securities:

             High Quality Debt Securities are those rated in one of the two
            highest rating categories (the highest category for commercial
            paper) or, if unrated, deemed comparable by PIMCO.

             Investment Grade Debt Securities are those rated in one of the
            four highest rating categories or, if unrated, deemed comparable
            by PIMCO.

             Below Investment Grade, High Yield Securities ("Junk Bonds") are
            those rated lower than Baa by Moody's or BBB by S&P and comparable
            securities. They are considered predominantly speculative with
            respect to the issuer's ability to repay principal and interest.

             Following is a description of Moody's and S&P's rating categories
            applicable to fixed income securities.

            Corporate and Municipal Bond Ratings
Moody's
Investors    Aaa: Bonds which are rated Aaa are judged to be of the best
Service,    quality. They carry the smallest degree of investment risk and are
Inc.        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 that make
            the long-term risks appear somewhat larger than with 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 that 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 a
            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.

             Moody's applies numerical modifiers, 1, 2, and 3 in each generic
            rating classified from Aa through B in its corporate bond rating
            system. The modifier 1 indicates that the security ranks in the
            higher end of its generic rating category; the modifier 2
            indicates a mid-range ranking; and the modifier 3 indicates that
            the issue ranks in the lower end of its generic rating category.

            Corporate Short-Term Debt Ratings

            Moody's short-term debt ratings are opinions of the ability of
            issuers to repay punctually senior debt obligations which have an
            original maturity not exceeding one year. Obligations relying upon
            support mechanisms such as letters of credit and bonds of
            indemnity are excluded unless explicitly rated.

             Moody's employs the following three designations, all judged to
            be investment grade, to indicate the relative repayment ability of
            rated issuers:

A-1  Pacific Investment Management Series
<PAGE>

             PRIME-1: Issuers rated Prime-1 (or supporting institutions) have
            a superior ability for repayment of senior short-term debt
            obligations. Prime-1 repayment ability will often be evidenced by
            many of the following characteristics: leading market positions in
            well-established industries; high rates of return on funds
            employed; conservative capitalization structure with moderate
            reliance on debt and ample asset protection; broad margins in
            earnings coverage of fixed financial charges and high internal
            cash generation; and 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 ability 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.

             NOT PRIME: Issuers rated Not Prime do not fall within any of the
            Prime rating categories.


Standard    Corporate and Municipal Bond Ratings
& Poor's
Ratings     Investment Grade
Services     AAA: Debt rated AAA has the highest rating assigned by S&P.
            Capacity to pay interest and repay principal is extremely strong.

             AA: Debt rated AA has a very strong capacity to pay interest and
            repay principal and differs from the highest rated issues only in
            small degree.

             A: Debt rated A has a strong capacity to pay interest and repay
            principal although it is somewhat more susceptible to the adverse
            effects of changes in circumstances and economic conditions than
            debt in higher rated categories.

             BBB: Debt rated BBB is 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 to pay interest and repay principal for debt in this
            category than in higher-rated categories.

            Speculative Grade
            Debt rated BB, B, CCC, CC, and C is regarded as having
            predominantly speculative characteristics with respect to capacity
            to pay interest and repay principal. BB indicates the least degree
            of speculation and C the highest. While such debt will likely have
            some quality and protective characteristics, these are outweighed
            by large uncertainties or major exposures to adverse conditions.

             BB: Debt rated BB has less near-term vulnerability to default
            than other speculative issues. However, it faces major ongoing
            uncertainties or exposure to adverse business, financial, or
            economic conditions which could lead to inadequate capacity to
            meet timely interest and principal payments. The BB rating
            category is also used for debt subordinated to senior debt that is
            assigned an actual or implied BBB- rating.

             B: Debt rated B has a greater vulnerability to default but
            currently has the capacity to meet interest payments and principal
            repayments. Adverse business, financial, or economic conditions
            will likely impair capacity or willingness to pay interest and
            repay principal. The B rating category is also used for debt
            subordinated to senior debt that is assigned an actual or implied
            BB or BB-rating.

             CCC: Debt rated CCC has a currently identifiable vulnerability to
            default and is 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, it is 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 is typically applied to debt subordinated to
            senior debt that is assigned an actual or implied CCC rating.

             C: The rating C is typically applied to debt subordinated to
            senior debt that 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.

             CI: The rating CI is reserved for income bonds on which no
            interest is being paid.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period. The D rating will also be used upon the filing of a
            bankruptcy petition if debt service payments are jeopardized.

                                                                 Prospectus  A-2
<PAGE>

             Plus (+) or Minus (-): The ratings from AA to CCC may be modified
            by the addition of a plus or minus sign to show relative standing
            within the major rating categories.

             Provisional ratings: The letter "p" indicates that the rating is
            provisional. A provisional rating assumes the successful
            completion of the project being financed by the debt being rated
            and indicates that payment of debt service requirements is largely
            or entirely dependent upon the successful and timely completion of
            the project. This rating, however, while addressing credit quality
            subsequent to completion of the project, makes no comment on the
            likelihood of, or the risk of default upon failure of, such
            completion. The investor should exercise his own judgment with
            respect to such likelihood and risk.

             r: The "r" is attached to highlight derivative, hybrid, and
            certain other obligations that S&P believes may experience high
            volatility or high variability in expected returns due to non-
            credit risks. Examples of such obligations are: securities whose
            principal or interest return is indexed to equities, commodities,
            or currencies; certain swaps and options; and interest only and
            principal only mortgage securities.

             The absence of an "r" symbol should not be taken as an indication
            that an obligation will exhibit no volatility or variability in
            total return.

             N.R.: Not rated.

             Debt obligations of issuers outside the United States and its
            territories are rated on the same basis as domestic corporate and
            municipal issues. The ratings measure the creditworthiness of the
            obligor but do not take into account currency exchange and related
            uncertainties.

Commercial  An S&P commercial paper rating is a current assessment of the
Paper       likelihood of timely payment of debt having an original maturity
Rating      of no more than 365 days. Ratings are graded into several
Definitions categories, ranging from A for the highest quality obligations to
            D for the lowest. These categories are as follows:

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

             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.

             B: Issues rated B are regarded as having only speculative
            capacity for timely payment.

             C: This rating is assigned to short-term debt obligations with a
            doubtful capacity for payment.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due, even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period.

             A commercial paper rating is not a recommendation to purchase,
            sell or hold a security inasmuch as it does not comment as to
            market price or suitability for a particular investor. The ratings
            are based on current information furnished to S&P by the issuer or
            obtained from other sources it considers reliable. S&P does not
            perform an audit in connection with any rating and may, on
            occasion, rely on unaudited financial information. The ratings may
            be changed, suspended, or withdrawn as a result of changes in or
            unavailability of such information.

A-3  Pacific Investment Management Series
<PAGE>

            PIMCO Funds: Pacific Investment Management Series

            The Trust's Statement of Additional Information ("SAI") and annual
            and semi-annual reports to shareholders include additional
            information about the Funds. The SAI and the financial statements
            included in the Funds' most recent annual report to shareholders
            are incorporated by reference into this Prospectus, which means
            they are part of this Prospectus for legal purposes. The Funds'
            annual report discusses the market conditions and investment
            strategies that significantly affected each Fund's performance
            during its last fiscal year.

            The SAI includes the PIMCO Funds Shareholders' Guide for Class A,
            B and C Shares, a separate booklet which contains more detailed
            information about Fund purchase, redemption and exchange options
            and procedures and other information about the Funds. You can get
            a free copy of the Guide together with or separately from the rest
            of the SAI.

            You may get free copies of any of these materials, request other
            information about a Fund, or make shareholder inquiries by calling
            1-800-426-0107, or by writing to:

              PIMCO Funds Distributors LLC
              2187 Atlantic Street
              Stamford, Connecticut 06902

            You may review and copy information about the Trust, including its
            SAI, at the Securities and Exchange Commission's public reference
            room in Washington, D.C. You may call the Commission at 1-800-SEC-
            0330 for information about the operation of the public reference
            room. You may also access reports and other information about the
            Trust on the Commission's Web site at www.sec.gov. You may get
            copies of this information, with payment of a duplication fee, by
            writing the Public Reference Section of the Commission,
            Washington, D.C. 20549-6009. You may need to refer to the Trust's
            file number under the Investment Company Act, which is 811-5028.

            You can also visit our Web site at www.pimcofunds.com for
            additional information about the Funds.

            [LOGO OF PIMCO FUNDS APPEARS HERE]

            File no. 811-5028
<PAGE>

                        --------------------------------------------------------
PIMCO Funds:            INVESTMENT ADVISER AND ADMINISTRATOR
Pacific Investment
Management Series       PIMCO, 840 Newport Center Drive, Suite 300,
                        Newport Beach, CA 92660
                        --------------------------------------------------------
                        DISTRIBUTOR

                        PIMCO Funds Distributors LLC, 2187 Atlantic Street,
                        Stamford, CT 06902-6896
                        --------------------------------------------------------
                        CUSTODIAN

                        Investors Fiduciary Trust Company, 801 Pennsylvania,
                        Kansas City, MO 64105
                        --------------------------------------------------------
                        SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT

                        First Data Investor Services Group, Inc., P.O. Box 9688,
                        Providence, RI 02940
                        --------------------------------------------------------
                        INDEPENDENT ACCOUNTANTS

                        PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City,
                        MO 64105
                        --------------------------------------------------------
                        LEGAL COUNSEL

                        Dechert Price & Rhoads, 1775 Eye Street N.W.,
                        Washington, D.C. 20006-2401
                        -------------------------------------------------------
                        For further information about the PIMCO Funds, call
                        1-800-426-0107 or visit our Web site at
                        http://www.pimcofunds.com.
























                        Not part of the Prospectus



<PAGE>

                           PIMCO Funds is on the Web

                              www.pimcofunds.com

<TABLE>
<S>                          <C>
A Partial List of            Through the PIMCO Funds Web site, at www.pimcofunds.com, you and your financial
What's Available:            advisor have around-the-clock access to the most timely and comprehensive
                             information available on PIMCO Funds.
On-line Account
Access                            In addition, the site includes daily commentary from out fund managers,
                             with insights on the economy and other factors affecting the stock and bond
Daily Share Prices           markets.

Daily Manager                                        [GRAPHIC APPEARS HERE]
Commentary
                                  And now you can access your account--securely--on-line. This feature is
Current and                  available to shareholders with direct accounts (a direct account is one where
Historical Fund              the shareholder receives statements directly from PIMCO Funds.)
Performance
                                                     [GRAPHIC APPEARS HERE]
Lipper Rankings
                                  You'll find the site to be informative and easy-to-use. It's divided into
Listing of Fund              three main sections: Investments Insight, Fund Information and Resources.
Portfolio Holdings
                                                     [GRAPHIC APPEARS HERE]
Risk Analysis
                             Investment Insight
Fund Manager Bios            The Investment Insight section provides an overview of six of the investment
                             management firms under the PIMCO Advisors L.P. umbrella. You'll find an
Downloadable                 explanation of each firm's investment process, biographies of the investment
Literature Section           team, manager updates and more.

On-line Requests for                                 [GRAPHIC APPEARS HERE]
Literature by Mail
                             Fund Information
Resources for                In the Fund Information section you'll access detailed profiles of all the PIMCO
Investment                   Funds, including current and historical performance, Lipper rankings and
Professionals                Morningstar ratings.

                                  Additionally, we provide a summary of a fund's portfolio--complete with
                             risk analysis data. You can also obtain daily fund share prices. Please read the
                             relevant prospectus carefully before you invest in any PIMCO Fund.

                                                     [GRAPHIC APPEARS HERE]

                             Resources
                             Our Resources section features a variety of useful information, including:

                                  an on-line document library with applications and prospectuses that you can
                             view and print

                                  a literature-by-mail "catalog," so you can order free materials

                                  information about our convenient shareholder services, such as Auto-Invest,
                             Fund Link and our 24-Hour Telephone Information System

                                  a listing of the features and benefits of the retirement plans offered by
                             PIMCO funds

                                  a feature--"My Portfolio"--which enables you to track your portfolio
                             (including PIMCO Funds, other funds, stocks, futures and options), get detailed
                             stock quotes and more.

                             Question?
                             We're sure you'll find the PIMCO Funds Web site to be an invaluable tool. If you
                             have any questions about the site, call us at 1-800-426-0107.

                                  Or, send us e-mail at [email protected].

                                                                                            P I M C O
                                                                                                FUNDS

</TABLE>
<PAGE>

                            PIMCO Funds Prospectus

Pacific            SHORT DURATION BOND FUNDS        TAX-EXEMPT BOND FUNDS
Investment         Short-Term Fund                  Municipal Bond Fund
Management
Series             Low Duration Fund
                                                    INFLATION-INDEXED BOND FUNDS
November 1, 1999                                    Real Return Bond Fund
                   INTERMEDIATE DURATION BOND FUNDS
Share Class        Total Return Fund
  D                                                 STOCK AND BOND FUNDS
                   Total Return Mortgage Fund       Strategic Balanced Fund


                   INTERNATIONAL BOND FUNDS         ENHANCED INDEX STOCK FUNDS
                   Foreign Bond Fund                StocksPLUS Fund


                   HIGH YIELD BOND FUNDS
                   High Yield Fund


This cover is not part of the Prospectus                               P I M C O
                                                                           Funds
<PAGE>

            PIMCO Funds Prospectus

PIMCO       This Prospectus describes 10 mutual funds offered by PIMCO Funds:
Funds:      Pacific Investment Management Series. The Funds provide access to
Pacific     the professional investment advisory services offered by Pacific
Investment  Investment Management Company ("PIMCO"). As of September 30, 1999,
Management  PIMCO managed approximately $181 billion in assets. The firm's
Series      institutional heritage is reflected in the PIMCO Funds offered in
            this Prospectus.
November
1, 1999     The Funds offer Class D shares in this Prospectus. This Prospectus
            explains what you should know about the Funds before you invest.
            Please read it carefully.
Share
Class       The Securities and Exchange Commission has not approved or
D           disapproved these securities, or determined if this Prospectus is
            truthful or complete. Any representation to the contrary is a
            criminal offense.


1  PIMCO Funds: Pacific Investment Management Series

<PAGE>


            Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summaries
           Short-Term Fund................................................   5
           Low Duration Fund..............................................   7
           Total Return Fund..............................................   9
           Total Return Mortgage Fund.....................................  11
           Foreign Bond Fund..............................................  13
           High Yield Fund................................................  15
           Municipal Bond Fund............................................  17
           Real Return Bond Fund..........................................  19
           Strategic Balanced Fund........................................  21
           StocksPLUS Fund................................................  23
         Summary of Principal Risks.......................................  25
         Management of the Funds..........................................  27
         How to Buy and Sell Shares.......................................  29
         How Fund Shares are Priced.......................................  31
         Fund Distributions...............................................  31
         Tax Consequences.................................................  32
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  33
         Financial Highlights.............................................  41
         Appendix A-Description of Securities Ratings..................... A-1
</TABLE>
                                                                   Prospectus  2
<PAGE>

            Summary Information

The table below compares certain investment characteristics of the Funds. Other
important characteristics are described in the individual Fund Summaries
beginning on page 5. Following the table are certain key concepts which are used
throughout the prospectus.

<TABLE>
<CAPTION>
                                                                                                  Non-U.S. Dollar
                                        Main Investments           Duration   Credit Quality(1)   Denominated Securities
- -------------------------------------------------------------------------------------------------------------------------
<C>               <C>                   <S>                        <C>        <C>                 <C>
Short Duration    Short-Term            Money market instruments   0-1 year   B to Aaa; max 10%   0-5%
Bond Funds                              and short maturity fixed              below Baa
                                        income securities
                  -------------------------------------------------------------------------------------------------------
                  Low Duration          Short maturity fixed       1-3 years  B to Aaa; max 10%   0-20%
                                        income securities                     below Baa
- -------------------------------------------------------------------------------------------------------------------------
Intermediate      Total Return          Intermediate maturity      3-6 years  B to Aaa; max 10%   0-20%
Duration Bond                           fixed income securities               below Baa
Funds
                  -------------------------------------------------------------------------------------------------------
                  Total Return Mortgage Intermediate maturity      2-6 years  Baa to Aaa; max 10% 0%
                                        mortgage-related fixed                below Aaa
                                        income securities
- -------------------------------------------------------------------------------------------------------------------------
International     Foreign Bond          Intermediate maturity      3-7 years  B to Aaa; max       (Greater than or
Bond Funds                              hedged non-U.S. fixed                 10% below Baa       equal to) 85%
                                        income securities
- -------------------------------------------------------------------------------------------------------------------------
High Yield        High Yield            Higher yielding fixed      2-6 years  B to Aaa; min 65%   0%
Bond Funds                              income securities                     below Baa
- -------------------------------------------------------------------------------------------------------------------------
Tax Exempt        Municipal Bond        Intermediate maturity      3-10 years Ba to Aaa; max      0%
Bond Funds                              municipal securities                  10% below Baa
                                        (exempt from federal
                                        income tax)
- -------------------------------------------------------------------------------------------------------------------------
Inflation-Indexed Real Return Bond      Inflation-indexed fixed    N/A        B to Aaa; max 10%   0-35%
Bond Funds                              income securities                     below Baa
- -------------------------------------------------------------------------------------------------------------------------
Stock and Bond    Strategic Balanced    Intermediate maturity      0-6 years  B to Aaa; max       0-20%
Funds                                   fixed-income securities               10% below Baa
                                        and S&P 500 stock index
                                        derivatives
- -------------------------------------------------------------------------------------------------------------------------
Enhanced Index    StocksPLUS            S&P 500 stock index        0-1 year   B to Aaa; max       0-20%
Stock Funds                             derivatives backed by a               10% below Baa
                                        portfolio of short-term
                                        fixed-income securities
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1)   As rated by Moody's Investors Service, Inc., or equivalently rated by
       Standard & Poor's Rating Service, or if unrated, determined by PIMCO to
       be of comparable quality.
 (2)   Percentage limitations relate to non-U.S. dollar-denominated securities
       for all Funds except the Foreign Bond Fund. Percentage limitations for
       this Fund relate to securities of non-U.S. issuers, denominated in any
       currency. Each Fund (except the Municipal Bond Fund) may invest beyond
       these limits in U.S. dollar-denominated securities of non-U.S. issuers.

3  PIMCO Funds: Pacific Investment Management Series
<PAGE>

              Summary Information (continued)

Fixed         The "Fixed Income Funds" are the Short-Term, Low Duration, Real
Income        Return Bond, Total Return, Total Return Mortgage, High Yield,
Instruments   Municipal Bond, and Foreign Bond Funds. Each Fixed Income Fund
              differs from the others primarily in the length of the Fund's
              duration or the proportion of its investments in certain types of
              fixed income securities. Each Fixed Income Fund invests at least
              65% of its assets in "Fixed Income Instruments," which as used in
              this Prospectus includes:

              .  securities issued or guaranteed by the U.S. Government, its
                 agencies or instrumentalities ("U.S. Government Securities");
              .  corporate debt securities of U.S. and non-U.S. issuers,
                 including convertible securities and corporate commercial
                 paper;
              .  mortgage-backed and other asset-backed securities;
              .  inflation-indexed bonds issued both by governments and
                 corporations;
              .  structured notes, including hybrid or "indexed" securities,
                 event-linked bonds and loan participations;
              .  delayed funding loans and revolving credit facilities;
              .  bank certificates of deposit, fixed time deposits and bankers'
                 acceptances;
              .  repurchase agreements and reverse repurchase agreements;
              .  debt securities issued by states or local governments and their
                 agencies, authorities and other instrumentalities;
              .  obligations of non-U.S. governments or their subdivisions,
                 agencies and instrumentalities; and
              .  obligations of international agencies or supranational
                 entities.

Duration      Duration is a measure of the expected life of a fixed income
              security that is used to determine the sensitivity of a security's
              price to changes in interest rates. The longer a security's
              duration, the more sensitive it will be to changes in interest
              rates. Similarly, a Fund with a longer average portfolio duration
              will be more sensitive to changes in interest rates than a Fund
              with a shorter average portfolio duration.

Credit        In this Prospectus, references are made to credit ratings of debt
Ratings       securities which measure an issuer's expected ability to pay
              principal and interest over time. Credit ratings are determined by
              rating organizations, such as Standard & Poor's Rating Service
              ("S&P") or Moody's Investors Service, Inc. ("Moody's"). The
              following terms are generally used to describe the credit quality
              of debt securities depending on the security's credit rating or,
              if unrated, credit quality as determined by PIMCO:

              . high quality
              . investment grade
              . below investment grade ("high yield securities" or "junk bonds")

              For a further description of credit ratings, see "Appendix A--
              Description of Securities Ratings."

Fund          The Funds provide a broad range of investment choices. The
Descriptions, following summaries identify each Fund's investment objective,
Performance   principal investments and strategies, principal risks, performance
and Fees      information and fees and expenses. A more detailed "Summary of
              Principal Risks" describing principal risks of investing in the
              Funds begins after the Fund Summaries.

               It is possible to lose money on investments in the Funds. An
              investment in a Fund is not a deposit of a bank and is not
              guaranteed or insured by the Federal Deposit Insurance Corporation
              or any other government agency.

                                                                   Prospectus  4
<PAGE>

            PIMCO Short-Term Fund


Principal     Investment Objective   Fund Focus             Credit Quality
Investments   Seeks maximum current  Money market           B to Aaa; maximum
and           income, consistent     instruments and        10% below Baa
Strategies    with preservation of   short maturity fixed
              capital and daily      income securities      Dividend Frequency
              liquidity                                     Declared daily and
                                     Average Portfolio      distributed monthly
              Fund Category          Duration
              Short Duration Bond    0-1 year

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            does not exceed one year. For point of reference, the dollar-
            weighted average portfolio maturity of this Fund is normally not
            expected to exceed three years.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 5% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk     . Issuer Risk          . Leveraging Risk
              . Credit Risk            . Derivatives Risk     . Management Risk
              . Market Risk            . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

5  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Short-Term Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
             Annual Return                  1/1/99-6/30/99                 2.51%

   '89     '90     '91     '92     '93      Highest and Lowest Quarter Returns
  9.44%   8.47%   6.65%   3.63%   4.62%     (for periods shown in the bar chart)
                                            ------------------------------------
   '94     '95     '96     '97     '98      Highest (10/1/95-12/31/95)     2.60%
  2.90%   9.21%   7.00%   6.51%   5.74%     ------------------------------------
                                            Lowest (1/1/94-3/31/94)        0.19%
     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                     1 Year   5 Years   10 Years
            --------------------------------------------------------------------
            <S>                                      <C>      <C>       <C>
            Institutional Class                      5.74%    6.25%     6.40%
            --------------------------------------------------------------------
            Class D                                  5.43%    5.93%     6.08%
            --------------------------------------------------------------------
            Salomon 3-Month Treasury Bill(1)         5.05%    5.10%     4.70%
            --------------------------------------------------------------------
            Lipper Ultrashort Obligation Fund Avg(2) 5.31%    5.38%     5.84%
            --------------------------------------------------------------------
</TABLE>
            (1) The Salomon 3-Month Treasury Bill Index is an unmanaged index
                representing monthly return equivalents of yield averages of the
                last 3 month Treasury Bill issues. It is not possible to invest
                directly in the index.
            (2) The Lipper Ultrashort Obligation Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                investment-grade debt issues or better, and maintain a portfolio
                dollar-weighted average maturity between 91 and 365 days. It
                does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                 Distribution                        Total Annual
                    Advisory     and/or Service      Other           Fund Operating
                    Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            -----------------------------------------------------------------------
            <S>     <C>          <C>                 <C>             <C>
            Class D 0.25%        0.25%               0.25%           0.75%
            -----------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class D
                shares that has been adopted in conformity with the requirements
                set forth in Rule 12b-1 under the Investment Company Act of
                1940. Up to 0.25% per year of the total fees paid under the
                administration agreement may be distribution and/or service
                (12b-1) fees. The Fund will pay a total of 0.50% per year under
                the administration agreement regardless of whether a portion or
                none of the 0.25% authorized under the plan is paid under the
                plan. Please see "Management of the Funds--Investment Adviser
                and Administrator--Administrative Fees" for details. The Fund
                intends to treat any fees paid under the plan as "service fees"
                for purposes of applicable rules of the National Association of
                Securities Dealers, Inc. (the "NASD"). To the extent that such
                fees are deemed not to be "service fees," Class D shareholders
                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 NASD.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                      Year 1          Year 3           Year 5          Year 10
            --------------------------------------------------------------------
            <S>       <C>             <C>              <C>             <C>
            Class D   $77             $240             $417            $930
            --------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  6
<PAGE>

            PIMCO Low Duration Fund


Principal     Investment Objective    Fund Focus           Credit Quality
Investments   Seeks maximum total     Short maturity       B to Aaa; maximum
and           return, consistent      fixed income         10% below Baa
Strategies    with preservation of    securities
              capital and prudent                          Dividend Frequency
              investment management   Average Portfolio    Declared daily and
                                      Duration             distributed monthly
              Fund Category           1-3 years
              Short Duration Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a one- to three-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality. The Fund
            may invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Derivatives Risk        . Currency Risk
              . Credit Risk         . Liquidity Risk          . Leveraging Risk
              . Market Risk         . Mortgage Risk           . Management Risk
              . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

7  PIMCO Funds: Pacific Investment Management Series
<PAGE>


            PIMCO Low Duration Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
             Annual Return                  1/1/99-6/30/99                 1.05%

 '89      '90     '91      '92    '93       Highest and Lowest Quarter Returns
11.60%   9.05%   13.46%   7.69%   7.76%     (for periods shown in the bar chart)
                                            ------------------------------------
  '94     '95      '96     '97     '98      Highest (4/1/89-6/30/89)       5.52%
 0.63%   11.93%   6.14%   8.24%   7.16%     ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -0.32%
     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                         1 Year 5 Years 10 Years
         -----------------------------------------------------------------------
         <S>                                             <C>    <C>     <C>
         Institutional Class                             7.16%  6.75%   8.31%
         -----------------------------------------------------------------------
         Class D                                         6.81%  6.41%   7.97%
         -----------------------------------------------------------------------
         Merrill Lynch 1-3 Year Treasury Index(1)        7.00%  5.99%   7.37%
         -----------------------------------------------------------------------
         Lipper Short Investment Grade Debt Fund Avg(2)  5.78%  5.41%   7.02%
         -----------------------------------------------------------------------
</TABLE>
         (1) The Merrill Lynch 1-3 Year Treasury Index is an unmanaged index of
             U.S Treasury obligations having maturities from one to 2.99 years.
             It is not possible to invest directly in the index.
         (2) The Lipper Short Investment Grade Debt Fund Average is a total
             return performance average of Funds tracked by Lipper Analytical
             Services, Inc. that invest at least 65% of their assets in
             investment-grade debt issues (rated in the top four grades) with
             dollar-weighted average maturities of less than three years. It
             does not take into account sales charges.

Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the Fund
            Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                 Distribution                        Total Annual
                    Advisory     and/or Service      Other           Fund Operating
                    Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
         --------------------------------------------------------------------------
         <S>        <C>          <C>                 <C>             <C>
         Class D    0.25%        0.25%               0.25%           0.75%
         --------------------------------------------------------------------------
</TABLE>
         (1) The Fund's administration agreement includes a plan for Class D
             shares that has been adopted in conformity with the requirements
             set forth in Rule 12b-1 under the Investment Company Act of 1940.
             Up to 0.25% per year of the total fees paid under the
             administration agreement may be distribution and/or service (12b-1)
             fees. The Fund will pay a total of 0.50% per year under the
             administration agreement regardless of whether a portion or none of
             the 0.25% authorized under the plan is paid under the plan. Please
             see "Management of the Funds--Investment Adviser and Administrator
             --Administrative Fees" for details. The Fund intends to treat any
             fees paid under the plan as "service fees" for purposes of
             applicable rules of the National Association of Securities Dealers,
             Inc. (the "NASD"). To the extent that such fees are deemed not to
             be "service fees," Class D shareholders 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 NASD.

         (2) Other Expenses reflects the portion of the Administrative Fee
             paid by the class that is not reflected under Distribution
             and/or Service (12b-1) Fees.

         Examples. The Examples are intended to help you compare the cost of
         investing in Class D shares of the Fund with the costs of investing in
         other mutual funds. The Examples assume that you invest $10,000 in the
         noted class of shares for the time periods indicated, and then redeem
         all your shares at the end of those periods. The Examples also assume
         that your investment has a 5% return each year, the reinvestment of all
         dividends and distributions, and that the Fund's operating expenses
         remain the same. Although your actual costs may be higher or lower, the
         Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                        Year 1         Year 3          Year 5         Year 10
         -----------------------------------------------------------------------
         <S>            <C>            <C>             <C>            <C>
         Class D        $77            $240            $417           $930
         -----------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  8
<PAGE>

            PIMCO Total Return Fund


Principal     Investment Objective    Fund Focus             Credit Quality
Investments   Seeks maximum total     Intermediate maturity  B to Aaa; maximum
and           return, consistent      fixed income           10% below Baa
Strategies    with preservation of    securities
              capital and prudent                            Dividend Frequency
              investment management   Average Portfolio      Declared daily and
                                      Duration               distributed monthly
              Fund Category           3-6 years
              Intermediate Duration
              Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The average portfolio duration of this Fund normally
            varies within a three- to six-year time frame based on PIMCO's
            forecast for interest rates.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 20% of its assets in securities denominated in
            foreign currencies, and may invest beyond this limit in U.S.
            dollar-denominated securities of foreign issuers. The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Derivatives Risk        . Currency Risk
              . Credit Risk         . Liquidity Risk          . Leveraging Risk
              . Market Risk         . Mortgage Risk           . Management Risk
              . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

9  PIMCO Funds: Pacific Investment Management Series
<PAGE>


         PIMCO Total Return Fund (continued)

         Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
            Annual Return                   1/1/99-6/30/99                -1.15%

   '89     '90    '91     '92    '93        Highest and Lowest Quarter Returns
  14.24%  8.05%  19.55%  9.73%  12.51%      (for periods shown in the bar chart)
                                            ------------------------------------
  '94     '95      '96    '97     '98       Highest (4/1/89-6/30/89)       8.26%
 -3.58%  19.77%   4.69%  10.16%  9.76%      ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -2.69%
    Calendar Year End (through 12/31)

         Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                         1 Year 5 Years 10 Years
         -----------------------------------------------------------------------
         <S>                                             <C>    <C>     <C>
         Institutional Class                             9.76%  7.89%   10.29%
         -----------------------------------------------------------------------
         Class D                                         9.43%  7.56%    9.96%
         -----------------------------------------------------------------------
         Lehman Aggregate Bond Index(1)                  8.69%  7.27%    9.26%
         -----------------------------------------------------------------------
         Lipper Intermediate Investment Grade Debt Fund
          Avg(2)                                         7.25%  6.35%    8.34%
         -----------------------------------------------------------------------
</TABLE>
         (1) The Lehman Brothers Aggregate Bond Index is an unmanaged index of
             investment grade, U.S. dollar-denominated fixed income securities
             of domestic issuers having a maturity greater than one year. It is
             not possible to invest directly in the index.
         (2) The Lipper Intermediate Investment Grade Debt Fund Average is a
             total return performance average of Funds tracked by Lipper
             Analytical Services, Inc. that invest at least 65% of their assets
             in investment-grade debt issues (rated in the top four grades) with
             dollar-weighted average maturities of five to ten years. It does
             not take into account sales charges.

Fees and These tables describe the fees and expenses you may pay if you buy
Expenses and hold Class D shares of the Fund:
of the
Fund     Shareholder Fees (fees paid directly from your investment)     None

         Annual Fund Operating Expenses (expenses that are deducted from
         Fund assets)
<TABLE>
<CAPTION>
                                 Distribution                        Total Annual
                    Advisory     and/or Service      Other           Fund Operating
                    Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
         --------------------------------------------------------------------------
         <S>        <C>          <C>                 <C>             <C>
         Class D    0.25%        0.25%               0.25%           0.75%
         --------------------------------------------------------------------------
</TABLE>
         (1) The Fund's administration agreement includes a plan for Class D
             shares that has been adopted in conformity with the requirements
             set forth in Rule 12b-1 under the Investment Company Act of 1940.
             Up to 0.25% per year of the total fees paid under the
             administration agreement may be distribution and/or service (12b-1)
             fees. The Fund will pay a total of 0.50% per year under the
             administration agreement regardless of whether a portion or none of
             the 0.25% authorized under the plan is paid under the plan. Please
             see "Management of the Funds--Investment Adviser and
             Administrator--Administrative Fees" for details. The Fund intends
             to treat any fees paid under the plan as "service fees" for
             purposes of applicable rules of the National Association of
             Securities Dealers, Inc. (the "NASD"). To the extent that such fees
             are deemed not to be "service fees," Class D shareholders 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 NASD.
         (2) Other Expenses reflects the portion of the Administrative Fee paid
             by the class that is not reflected under Distribution and/or
             Service (12b-1) Fees.

         Examples. The Examples are intended to help you compare the cost of
         investing in Class D shares of the Fund with the costs of investing in
         other mutual funds. The Examples assume that you invest $10,000 in the
         noted class of shares for the time periods indicated, and then redeem
         all your shares at the end of those periods. The Examples also assume
         that your investment has a 5% return each year, the reinvestment of all
         dividends and distributions, and that the Fund's operating expenses
         remain the same. Although your actual costs may be higher or lower, the
         Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                         Year 1        Year 3         Year 5         Year 10
         -----------------------------------------------------------------------
         <S>             <C>           <C>            <C>            <C>
         Class D         $77           $240           $417           $930
         -----------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  10
<PAGE>

            PIMCO Total Return Mortgage Fund


Principal     Investment Objective    Fund Focus           Credit Quality
Investments   Seeks maximum total     Intermediate         Baa to Aaa; maximum
and           return, consistent      maturity fixed       10% below Aaa
Strategies    with preservation of    income securities
              capital and prudent                          Dividend Frequency
              investment management   Average Portfolio    Declared daily and
                                      Duration             distributed monthly
              Fund Category           2-6 years
              Intermediate Duration
              Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its assets in a
            diversified portfolio of mortgage-related Fixed Income Instruments
            of varying maturities. The average portfolio duration of this Fund
            normally varies within a two- to six-year time frame based on
            PIMCO's forecast for interest rates. The Fund invests primarily in
            securities that are in the highest rating category, but may invest
            up to 10% of its assets in securities rated below Aaa by Moody's
            or AAA by S&P, subject to a minimum rating of Baa by Moody's or
            BBB by S&P, or, if unrated, determined by PIMCO to be of
            comparable quality. The Fund may not invest in securities
            denominated in foreign currencies, but may invest without limit in
            U.S. dollar-denominated securities of foreign issuers.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Mortgage Risk     . Foreign Investment
              . Credit Risk         . Derivatives Risk    Risk
              . Market Risk         . Liquidity Risk    . Leveraging Risk
              . Issuer Risk                             . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

11  PIMCO Funds: Pacific Investment Management Series
<PAGE>

         PIMCO Total Return Mortgage Fund (continued)

         Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 0.64%
                Annual Return
                                            Highest and Lowest Quarter Returns
                    '98                     (for periods shown in the bar chart)
                    7.23%                   ------------------------------------
                                            Highest (7/1/98-9/30/98)       2.78%
                                            ------------------------------------
                                            Lowest (10/1/98-12/31/98)      0.36%
         Calendar Year End (through 12/31)

         Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                       Fund Inception
                                                  1 Year               (7/31/97)
         ----------------------------------------------------------------------------
         <S>                                      <C>                  <C>
         Institutional Class                      7.23%                8.66%
         ----------------------------------------------------------------------------
         Class D                                  6.81%                8.24%
         ----------------------------------------------------------------------------
         Lehman Mortgage Index(1)                 6.96%                7.38%
         ----------------------------------------------------------------------------
         Lipper U.S. Mortgage Fund Avg(2)         6.20%                6.52%
         ----------------------------------------------------------------------------
</TABLE>
         (1) The Lehman Brothers Mortgage Index is an unmanaged index of
             mortgage-related fixed income securities. It is not possible to
             invest directly in the index.
         (2) The Lipper U.S. Mortgage Fund Average is a total return
             performance average of Funds tracked by Lipper Analytical
             Services, Inc. that invest at least 65% of their assets in
             mortgages/securities issued or guaranteed as to principal and
             interest by the U.S. government and certain federal agencies. It
             does not take into account sales charges.

Fees and These tables describe the fees and expenses you may pay if you buy
Expenses and hold Class D shares of the Fund:
of the
Fund     Shareholder Fees (fees paid directly from your investment)     None

         Annual Fund Operating Expenses (expenses that are deducted from
         Fund assets)
<TABLE>
<CAPTION>
                                 Distribution                        Total Annual
                    Advisory     and/or Service      Other           Fund Operating
                    Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
         --------------------------------------------------------------------------
         <S>        <C>          <C>                 <C>             <C>
         Class D    0.25%        0.25%               0.40%           0.90%
         --------------------------------------------------------------------------
</TABLE>
         (1) The Fund's administration agreement includes a plan for Class D
             shares that has been adopted in conformity with the requirements
             set forth in Rule 12b-1 under the Investment Company Act of 1940.
             Up to 0.25% per year of the total fees paid under the
             administration agreement may be distribution and/or service (12b-1)
             fees. The Fund will pay a total of 0.65% per year under the
             administration agreement regardless of whether a portion or none of
             the 0.25% authorized under the plan is paid under the plan. Please
             see "Management of the Funds--Investment Adviser and Administrator
             --Administrative Fees" for details. The Fund intends to treat any
             fees paid under the plan as "service fees" for purposes of
             applicable rules of the National Association of Securities Dealers,
             Inc. (the "NASD"). To the extent that such fees are deemed not to
             be "service fees," Class D shareholders 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 NASD.
         (2) Other Expenses reflects the portion of the Administrative Fee
             paid by the class that is not reflected under Distribution
             and/or Service (12b-1) Fees.

         Examples. The Examples are intended to help you compare the cost of
         investing in Class D shares of the Fund with the costs of investing in
         other mutual funds. The Examples assume that you invest $10,000 in the
         noted class of shares for the time periods indicated, and then redeem
         all your shares at the end of those periods. The Examples also assume
         that your investment has a 5% return each year, the reinvestment of
         all dividends and distributions, and that the Fund's operating
         expenses remain the same. Although your actual costs may be higher or
         lower, the Examples show what your costs would be based on these
         assumptions.

<TABLE>
<CAPTION>
                              Year 1       Year 3        Year 5        Year 10
         -----------------------------------------------------------------------
         <S>                  <C>          <C>           <C>           <C>
         Class D              $92          $287          $498          $1,108
         -----------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  12
<PAGE>

            PIMCO Foreign Bond Fund


Principal     Investment Objective    Fund Focus           Credit Quality
Investments   Seeks maximum total     Intermediate         B to Aaa; maximum
and           return, consistent      maturity hedged      10% below Baa
Strategies    with preservation of    foreign fixed
              capital and prudent     income securities    Dividend Frequency
              investment management                        Declared daily and
                                      Average Portfolio    distributed monthly
              Fund Category           Duration
              International Bond      3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 85% of its assets in Fixed
            Income Instruments of issuers located outside the United States,
            representing at least three foreign countries, which may be
            represented by futures contracts (including related options) with
            respect to such securities, and options on such securities. Such
            securities normally are denominated in major foreign currencies or
            baskets of foreign currencies (such as the euro). The Fund will
            normally hedge at least 75% of its exposure to foreign currency to
            reduce the risk of loss due to fluctuations in currency exchange
            rates.

             PIMCO selects the Fund's foreign country and currency
            compositions based on an evaluation of relative interest rates,
            exchange rates, monetary and fiscal policies, trade and current
            account balances, and any other factors PIMCO believes to be
            relevant. The average portfolio duration of this Fund normally
            varies within a three- to seven-year time frame. The Fund invests
            primarily in investment grade debt securities, but may invest up
            to 10% of its assets in high yield securities ("junk bonds") rated
            B or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund is non-diversified, which
            means that it may concentrate its assets in a smaller number of
            issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities. The "total return" sought by the Fund
            consists of income earned on the Fund's investments, plus capital
            appreciation, if any, which generally arises from decreases in
            interest rates or improving credit fundamentals for a particular
            sector or security.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Foreign Investment Risk . Mortgage Risk
              . Credit Risk         . Currency Risk           . Derivatives Risk
              . Market Risk         . Concentration Risk      . Leveraging Risk
              . Issuer Risk         . Liquidity Risk          . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

13  PIMCO Funds: Pacific Investment Management Series
<PAGE>


            PIMCO Foreign Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
                Annual Return               1/1/99-6/30/99                 0.15%

            '93      '94     '95            Highest and Lowest Quarter Returns
           16.40%  -7.30%   21.22%          (for periods shown in the bar chart)
                                            ------------------------------------
            '96      '97     '98            Highest (10/1/95-12/31/95)     7.87%
           18.89%   9.60%   10.03%          ------------------------------------
                                            Lowest (1/1/94-3/31/94)       -5.80%
       Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                     1 Year 5 Years (12/3/92)(3)
            ----------------------------------------------------------------------
            <S>                                      <C>    <C>     <C>
            Institutional Class                      10.03% 10.01%  11.18%
            ----------------------------------------------------------------------
            Class D                                   9.55%  9.53%  10.70%
            ----------------------------------------------------------------------
            J.P. Morgan Non-U.S. Index (Hedged)(1)   12.09%  9.45%  10.24%
            ----------------------------------------------------------------------
            Lipper International Income Fund Avg(2)  11.91%  6.55%   8.01%
            ----------------------------------------------------------------------
</TABLE>
            (1) The J.P. Morgan Non-U.S. Index (Hedged) in an unmanaged index
                representative of the total return performance in U.S. dollars
                of major non-U.S. bond markets. It is not possible to invest
                directly in the index.
            (2) The Lipper International Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest primarily in U.S. dollar and non-
                U.S. dollar debt securities of issuers located in at least
                three countries, excluding the United States, except in
                periods of market weakness. It does not take into account
                sales charges.
            (3) The Fund began operations on 12/3/92. Index comparisons began
                on 11/30/92.

Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.25%        0.25%               0.45%           0.95%
            --------------------------------------------------------------------------
</TABLE>
            (1)  The Fund's administration agreement includes a plan for Class
                 D shares that has been adopted in conformity with the
                 requirements set forth in Rule 12b-1 under the Investment
                 Company Act of 1940. Up to 0.25% per year of the total fees
                 paid under the administration agreement may be distribution
                 and/or service (12b-1) fees. The Fund will pay a total of
                 0.70% per year under the administration agreement regardless
                 of whether a portion or none of the 0.25% authorized under
                 the plan is paid under the plan. Please see "Management of
                 the Funds--Investment Adviser and Administrator--
                 Administrative Fees" for details. The Fund intends to treat
                 any fees paid under the plan as "service fees" for purposes
                 of applicable rules of the National Association of Securities
                 Dealers, Inc. (the "NASD"). To the extent that such fees are
                 deemed not to be "service fees," Class D shareholders 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 NASD.
            (2)  Other Expenses reflects the portion of the Administrative Fee
                 paid by the class that is not reflected under Distribution
                 and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                            Year 1         Year 3         Year 5        Year 10
            --------------------------------------------------------------------
            <S>             <C>            <C>            <C>           <C>
            Class D         $97            $303           $525          $1,166
            --------------------------------------------------------------------
</TABLE>
                                                                  Prospectus  14
<PAGE>

            PIMCO High Yield Fund

Principal     Investment Objective   Fund Focus          Credit Quality
Investments   Seeks maximum total    Higher yielding     B to Aaa; minimum 65%
and           return, consistent     fixed income        below Baa
Strategies    with preservation of   securities
              capital and prudent                        Dividend Frequency
              investment management  Average Portfolio   Declared daily and
                                     Duration            distributed monthly
              Fund Category          2-6 years
              High Yield Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 65% of its assets in a
            diversified portfolio of high yield securities ("junk bonds")
            rated below investment grade but rated at least B by Moody's or
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality. The remainder of the Fund's assets may be invested in
            investment grade Fixed Income Instruments. The average portfolio
            duration of this Fund normally varies within a two- to six-year
            time frame based on PIMCO's forecast for interest rates. The Fund
            may not invest in securities denominated in foreign currencies,
            but may invest without limit in U.S. dollar-denominated securities
            of foreign issuers.

             The Fund may invest up to 15% of its assets in derivative
            instruments, such as options, futures contracts or swap
            agreements, or in mortgage- or asset-backed securities. The Fund
            may lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of income earned on the Fund's
            investments, plus capital appreciation, if any, which generally
            arises from decreases in interest rates or improving credit
            fundamentals for a particular sector or security.

Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk  . Issuer Risk        . Foreign Investment
              . Credit Risk         . Liquidity Risk       Risk
              . High Yield Risk     . Derivatives Risk   . Leveraging Risk
              . Market Risk         . Mortgage Risk      . Management Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

15  PIMCO Funds: Pacific Investment Management Series
<PAGE>


            PIMCO High Yield Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
                 Annual Return              1/1/99-6/30/99                 1.04%

               '93     '94    '95           Highest and Lowest Quarter Returns
              18.70%  2.39%  20.68%         (for periods shown in the bar chart)
                                            ------------------------------------
               '96     '97    '98           Highest (1/1/93-3/31/93)       6.27%
              11.68%  13.21%  6.54%         ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -1.76%
        Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                   1 Year 5 Years (12/16/92)(3)
            --------------------------------------------------------------------
            <S>                                    <C>    <C>     <C>
            Institutional Class                     6.54% 10.73%  11.98%
            --------------------------------------------------------------------
            Class D                                 6.15% 10.32%  11.57%
            --------------------------------------------------------------------
            Lehman Brothers BB Intermediate
             Corporate Index(1)                     5.74%  9.09%  10.00%
            --------------------------------------------------------------------
            Lipper High Current Yield Fund Avg(2)  -0.44%  7.37%   9.36%
            --------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers BB Intermediate Corporate Index is an
                unmanaged index comprised of various fixed income securities
                rated BB. It is not possible to invest directly in the index.
            (2) The Lipper High Current Yield Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that aim at high (relative) current yield from
                fixed income securities, have not quality or maturity
                restrictions, and tend to invest in lower grade debt issues.
                It does not take into account sales charges.
            (3) The Fund began operations on 12/16/92. Index comparisons began
                on 12/31/92.

Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)
<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.25%        0.25%               0.40%           0.90%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class
                D shares that has been adopted in conformity with the
                requirements set forth in Rule 12b-1 under the Investment
                Company Act of 1940. Up to 0.25% per year of the total fees
                paid under the administration agreement may be distribution
                and/or service (12b-1) fees. The Fund will pay a total of
                0.65% per year under the administration agreement regardless
                of whether a portion or none of the 0.25% authorized under the
                plan is paid under the plan. Please see "Management of the
                Funds--Investment Adviser and Administrator--Administrative
                Fees" for details. The Fund intends to treat any fees paid
                under the plan as "service fees" for purposes of applicable
                rules of the National Association of Securities Dealers, Inc.
                (the "NASD"). To the extent that such fees are deemed not to
                be "service fees," Class D shareholders 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 NASD.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                          Year 1         Year 3         Year 5        Year 10
            -------------------------------------------------------------------
            <S>           <C>            <C>            <C>           <C>
            Class D       $92            $287           $498          $1,108
            -------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  16
<PAGE>

            PIMCO Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus             Credit Quality
Investments   Seeks high current     Intermediate to        Ba to Aaa; maximum
and           income exempt from     long-term maturity     10% below Baa
Strategies    federal income tax,    municipal securities
              consistent with        (exempt from federal   Dividend Frequency
              preservation of        income tax)            Declared daily and
              capital. Capital                              distributed monthly
              appreciation is a      Average Portfolio
              secondary objective.   Duration
                                     3-10 years
              Fund Category
              Tax Exempt Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets 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
            ("Municipal Bonds"). Municipal Bonds generally are issued by or on
            behalf of states and local governments and their agencies,
            authorities and other instrumentalities.

             The Fund may invest up to 20% of its net assets in U.S.
            Government Securities, money market instruments and/or "private
            activity" bonds. For shareholders subject to the federal
            alternative minimum tax ("AMT"), distributions derived from
            "private activity" bonds must be included in their AMT
            calculations, and as such may be subject to federal income tax.
            The average portfolio duration of this Fund normally varies within
            a three- to ten-year time frame based on PIMCO's forecast for
            interest rates. The Fund invests primarily in investment grade
            debt securities, but may invest up to 10% of its net assets in
            Municipal Bonds or "private activity" bonds which are high yield
            securities ("junk bonds") but rated at least Ba by Moody's or BB
            by S&P, or, if unrated, determined by PIMCO to be of comparable
            quality.

             The Fund may invest in derivative instruments, such as options
            and futures, on U.S. Government Securities and Municipal Bonds,
            and invest in mortgage- or asset-backed securities. The Fund may
            lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Interest Rate Risk   . Issuer Risk          . Leveraging Risk
              . Credit Risk          . Liquidity Risk       . Management Risk
              . Market Risk          . Derivatives Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

17  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Municipal Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                  Annual Return             1/1/99-6/30/99                -1.61%

                      '98                   Highest and Lowest Quarter Returns
                      ----                  (for periods shown in the bar chart)
                      6.07%                 ------------------------------------
                                            Highest (7/1/98-9/30/98)       3.33%
                                            ------------------------------------
                                            Lowest (10/1/98-12/31/98)      0.18%

            Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                       Fund Inception
                                                        1 Year         (12/31/97)
            -------------------------------------------------------------------------
            <S>                                         <C>            <C>
            Institutional Class                         6.07%          6.07%
            -------------------------------------------------------------------------
            Class D                                     5.68%          5.68%
            -------------------------------------------------------------------------
            Lehman General Municipal Bond Index(1)      6.48%          6.48%
            -------------------------------------------------------------------------
            Lipper General Municipal Fund Avg(2)        5.32%          5.32%
            -------------------------------------------------------------------------
</TABLE>
            (1) The Lehman General Municipal Bond Index is an unmanaged index
                of municipal bonds. It is not possible to invest directly in
                the index.
            (2) The Lipper General Municipal Debt Fund Average is a total
                return performance average of Funds tracked by Lipper
                Analytical Services, Inc. that invest at least 65% of their
                assets in municipal debt issues in the top four credit
                ratings. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.25%        0.25%               0.35%           0.85%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class D
                shares that has been adopted in conformity with the requirements
                set forth in Rule 12b-1 under the Investment Company Act of
                1940. Up to 0.25% per year of the total fees paid under the
                administration agreement may be distribution and/or service
                (12b-1) fees. The Fund will pay a total of 0.60% per year under
                the administration agreement regardless of whether a portion or
                none of the 0.25% authorized under the plan is paid under the
                plan. Please see "Management of the Funds--Investment Adviser
                and Administrator--Administrative Fees" for details. The Fund
                intends to treat any fees paid under the plan as "service fees"
                for purposes of applicable rules of the National Association of
                Securities Dealers, Inc. (the "NASD"). To the extent that such
                fees are deemed not to be "service fees," Class D shareholders
                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 NASD.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                          Year 1       Year 3       Year 5       Year 10
            --------------------------------------------------------------------
            <S>           <C>          <C>          <C>          <C>
            Class D       $87          $271         $471         $1,049
            --------------------------------------------------------------------
</TABLE>
                                                                  Prospectus  18
<PAGE>

            PIMCO Real Return Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective  Fund Focus          Credit Quality
Investments   Seeks maximum real    Inflation-indexed   B to Aaa; maximum 10%
and           return, consistent    fixed income        below Baa
Strategies    with preservation of  securities
              real capital and                          Dividend Frequency
              prudent investment    Average Portfolio   Declared daily and
              management            See description     distributed monthly
                                    below
              Fund Category
              Inflation-Indexed Bond

            The Fund seeks its investment objective by investing under normal
            circumstances at least 65% of its assets in inflation-indexed
            bonds of varying maturities issued by the U.S. and non-U.S.
            governments, their agencies or instrumentalities, and
            corporations. Inflation-indexed bonds are fixed income securities
            that are structured to provide protection against inflation. The
            value of the bond's principal or the interest income paid on the
            bond is adjusted to track changes in an official inflation
            measure. The U.S. Treasury uses the Consumer Price Index for Urban
            Consumers as the inflation measure. Inflation-indexed bonds issued
            by a foreign government are generally adjusted to reflect a
            comparable inflation index, calculated by that government. "Real
            return" is a measure of the change in purchasing power of money
            invested in a particular instrument after adjusting for inflation.

             Because of the unique features of inflation-indexed bonds, PIMCO
            uses a modified form of duration for the Fund ("real duration")
            which measures price changes as a result of changes in "real"
            interest rates. A "real" interest rate is the market interest rate
            minus expected inflation. There is no limit on the real duration
            of the Fund, but it is expected that the average real duration of
            this Fund will normally vary approximately within the range of the
            average real duration of all inflation-indexed bonds issued by the
            U.S. Treasury in the aggregate, which as of July 20, 1999 was 9.2
            years. For point of reference, it is expected that the average
            portfolio duration (as opposed to real duration) of this Fund will
            generally vary with a one- to five-year time frame, although this
            range is subject to change. The Fund may invest in fixed income
            securities of any maturity.

             The Fund invests primarily in investment grade securities, but
            may invest up to 10% of its assets in high yield securities ("junk
            bonds") rated B or higher by Moody's or S&P, or, if unrated,
            determined by PIMCO to be of comparable quality. The Fund may
            invest up to 35% of its assets in non-inflation indexed Fixed
            Income Instruments. The Fund also may invest up to 35% of its
            assets in securities denominated in foreign currencies, and may
            invest beyond this limit in U.S. dollar denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates. The Fund is non-
            diversified, which means that it may concentrate its assets in a
            smaller number of issuers than a diversified Fund.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements, or in
            mortgage- or asset-backed securities. The Fund may lend its
            portfolio securities to brokers, dealers and other financial
            institutions to earn income. Rather than investing directly in the
            securities in which it primarily invests, the Fund may use other
            investment techniques to gain exposure to market movements related
            to such securities, such as entering into a series of contracts to
            buy or sell such securities.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

             . Interest Rate Risk  . Derivatives Risk     . Currency Risk
             . Credit Risk         . Liquidity Risk       . Leveraging Risk
             . Market Risk         . Concentration Risk   . Management Risk
             . Issuer Risk         . Foreign Investment Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

19  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Real Return Bond Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 4.14%
                  Annual Return
                                            Highest and Lowest Quarter Returns
                      '98                   (for periods shown in the bar chart)
                      ----                  ------------------------------------
                      5.21%                 Highest (7/1/98-9/30/98)       3.19%
                                            ------------------------------------
                                            Lowest (10/1/98-12/31/98)     -0.05%

            Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                         1 Year     (1/29/97)(3)
            ----------------------------------------------------------------------
            <S>                                          <C>        <C>
            Institutional Class                          5.21%      4.83%
            ----------------------------------------------------------------------
            Class D                                      4.80%      4.42%
            ----------------------------------------------------------------------
            Lehman Brothers Inflation Linked Treasury
             Index(1)                                    3.95%      3.32%
            ----------------------------------------------------------------------
            Lipper Short U.S. Government Fund Avg(2)     5.83%      5.78%
            ----------------------------------------------------------------------
</TABLE>
            (1) The Lehman Brothers Inflation Linked Treasury Index is an
                unmanaged index consisting of the U.S. Treasury Inflation
                Protected Securities market. It is not possible to invest
                directly in the index.
            (2) The Lipper Short U.S. Government Fund Average is a total
                return performance average of Funds tracked by Lipper Analytical
                Services, Inc. that invest at least 65% of their assets in
                securities issued or guaranteed by the U.S. government, its
                agencies, or its instrumentalities, with dollar-weighted average
                maturities of less than three years. It does not take into
                account sales charges.
            (3) The Fund began operations on 1/29/97. Index comparisons began
                on 1/31/97.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.25%        0.25%               0.42%           0.92%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class D
                shares that has been adopted in conformity with the requirements
                set forth in Rule 12b-1 under the Investment Company Act of
                1940. Up to 0.25% per year of the total fees paid under the
                administration agreement may be distribution and/or service
                (12b-1) fees. The Fund will pay a total of 0.65% per year under
                the administration agreement regardless of whether a portion or
                none of the 0.25% authorized under the plan is paid under the
                plan. Please see "Management of the Funds--Investment Adviser
                and Administrator--Administrative Fees" for details. The Fund
                intends to treat any fees paid under the plan as "service fees"
                for purposes of applicable rules of the National Association of
                Securities Dealers, Inc. (the "NASD"). To the extent that such
                fees are deemed not to be "service fees," Class D shareholders
                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 NASD.

            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                             Year 1       Year 3       Year 5       Year 10
            --------------------------------------------------------------------
            <S>              <C>          <C>          <C>          <C>
            Class D          $94          $293         $509         $1,131
            --------------------------------------------------------------------
</TABLE>
                                                                  Prospectus  20
<PAGE>

            PIMCO Strategic Balanced Fund

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

Principal     Investment Objective     Fund Focus          Credit Quality
Investments   Seeks maximum total      Intermediate        B to Aaa; maximum
and           return, consistent       maturity fixed      10% below Baa
Strategies    with preservation of     income securities
              capital and prudent      and S&P 500 stock   Dividend Frequency
              investment management    index derivatives   Declared and
                                                           distributed quarterly
              Fund Category            Average Portfolio
              Stock and Bond           Duration
                                       0-6 years

            The Fund seeks to achieve its investment objective by normally
            investing in a combination of fixed income securities and equity
            securities or derivatives on equity securities. The percentage of
            the Fund's assets invested in equities and equity derivatives or
            in fixed income securities will be determined based on
            methodology, developed by PIMCO, that forecasts stages in the
            business cycle and considers the risk and reward potential of
            equity and fixed income securities within specific phases of the
            business cycle. The Fund's equity exposure will vary between 45%
            and 75% of assets, and its fixed income exposure will range from a
            minimum of 25% to a maximum of 55%.

             The Fund's equity exposure normally consists of S&P 500
            derivatives, backed by a portfolio of short-term Fixed Income
            Instruments. PIMCO uses S&P 500 derivatives in addition to or in
            place of S&P 500 stocks to attempt to equal or exceed the
            performance of the S&P 500. The value of S&P 500 derivatives
            closely track changes in the value of the index. However, S&P 500
            derivatives may be purchased with a fraction of the assets that
            would be needed to purchase the equity securities directly, so
            that the remainder of the assets may be invested in Fixed Income
            Instruments. PIMCO will actively manage the fixed income assets
            serving as cover for derivatives, as well as any other fixed
            income assets held by the Fund, with a view toward enhancing the
            Fund's total return investment performance. Though the Fund does
            not normally invest directly in S&P 500 securities, when S&P 500
            derivatives appear to be overvalued relative to the S&P 500, the
            Fund may invest the equity portion of its assets in a "basket" of
            S&P 500 stocks.

             The Fund's fixed income exposure will normally consist of a
            diversified portfolio of Fixed Income Instruments of varying
            maturities. The securities may be of any maturity. The average
            portfolio duration of the fixed income portion of this Fund's
            assets will normally vary within a three-to six-year time frame
            based on PIMCO's forecast for interest rates. The Fixed Income
            Instruments in which the Fund invests are primarily investment
            grade, but the Fund may invest up to 10% of its assets in high
            yield securities ("junk bonds") rated B or higher by Moody's or
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality. The Fund may invest up to 20% of its assets in securities
            denominated in foreign currencies, and may invest beyond this
            limit in U.S. dollar denominated securities of foreign issuers.
            The Fund will normally hedge at least 75% of its exposure to
            foreign currency to reduce the risk of loss due to fluctuations in
            currency exchange rates.

             The Fund may invest all of its assets in derivative instruments,
            such as options, futures contracts or swap agreements. The Fund
            may lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income. Rather than investing
            directly in the securities in which it primarily invests, the Fund
            may use other investment techniques to gain exposure to market
            movements related to such securities, such as entering into a
            series of contracts to buy or sell such securities. The "total
            return" sought by the Fund consists of net income earned on the
            Fund's investments, plus capital appreciation arising from
            increases in the market value of the Fund's holdings.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return, are:

              . Market Risk         . Derivatives Risk         . Mortgage Risk
              . Issuer Risk         . Liquidity Risk           . Leveraging Risk
              . Interest Rate Risk  . Foreign Investment Risk  . Management Risk
              . Credit Risk         . Currency Risk
              . Credit Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of broad-based securities market indices and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

21  PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Strategic Balanced Fund (continued)

            Calendar Year Total Returns -- Institutional Class

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                 6.56%
                   Annual Return
                                            Highest and Lowest Quarter Returns
                    '97     '98             (for periods shown in the bar chart)
                   -----   -----            ------------------------------------
                   24.17%  19.66%           Highest (4/1/97-6/30/97)      12.23%
                                            ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -4.60%

            Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                         1 Year   (6/28/96)(4)
            --------------------------------------------------------------------
            <S>                                          <C>      <C>
            Institutional Class                          19.66%   21.72%
            --------------------------------------------------------------------
            Class D                                      19.15%   21.25%
            --------------------------------------------------------------------
            S&P 500 Index(1)                             28.58%   29.11%
            --------------------------------------------------------------------
            S&P 500 and Lehman Aggregate Bond Index
             Blend(2)                                    15.03%   17.46%
            --------------------------------------------------------------------
            Lipper Balanced Fund Avg(3)                  13.50%   16.74%
            --------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) This index is a static blend consisting 60% of the S&P 500
                Composite Stock Price Index and 40% of the Lehman Brothers
                Aggregate Bond Index. This blended index reflects the Fund's
                investment strategy more accurately than the S&P 500 Index. It
                is not possible to invest directly in the index.
            (3) The Lipper Balanced Fund Average is a total return performance
                average of Funds tracked by Lipper Analytical Services, Inc.,
                whose primary objective is to conserve principal by
                maintaining at all times a balanced portfolio of both stocks
                and bonds. It does not take into account sales charges.
            (4) The Fund began operations on 6/28/96. Index comparisons began
                on 6/30/96.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.40%        0.25%               0.40%           1.05%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class D
                shares that has been adopted in conformity with the requirements
                set forth in Rule 12b-1 under the Investment Company Act of
                1940. Up to 0.25% per year of the total fees paid under the
                administration agreement may be distribution and/or service
                (12b-1) fees. The Fund will pay a total of 0.65% per year under
                the administration agreement regardless of whether a portion or
                none of the 0.25% authorized under the plan is paid under the
                plan. Please see "Management of the Funds--Investment Adviser
                and Administrator--Administrative Fees" for details. The Fund
                intends to treat any fees paid under the plan as "service fees"
                for purposes of applicable rules of the National Association of
                Securities Dealers, Inc. (the "NASD"). To the extent that such
                fees are deemed not to be "service fees," Class D shareholders
                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 NASD.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                            Year 1       Year 3       Year 5       Year 10
            --------------------------------------------------------------------
            <S>             <C>          <C>          <C>          <C>
            Class D         $107         $334         $579         $1,283
            --------------------------------------------------------------------
</TABLE>
                                                                  Prospectus  22
<PAGE>

            PIMCO StocksPLUS Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus            Credit Quality
Investments   Seeks total return     S&P 500 stock index   B to Aaa; maximum
and           which exceeds that     derivatives backed    10% below Baa
Strategies    of the S&P 500         by a portfolio of
                                     short-term fixed      Dividend Frequency
              Fund Category          income securities     Declared and
              Enhanced Index Stock                         distributed quarterly
                                     Average Portfolio
                                     Duration
                                     0-1 year

            The Fund seeks to exceed the total return of the S&P 500 by
            investing under normal circumstances substantially all of its
            assets in S&P 500 derivatives, backed by a portfolio of Fixed
            Income Instruments. The Fund may invest in common stocks, options,
            futures, options on futures and swaps. The Fund uses S&P 500
            derivatives in addition to or in place of S&P 500 stocks to
            attempt to equal or exceed the performance of the S&P 500. The
            value of S&P 500 derivatives closely track changes in the value of
            the index. However, S&P 500 derivatives may be purchased with a
            fraction of the assets that would be needed to purchase the equity
            securities directly, so that the remainder of the assets may be
            invested in Fixed Income Instruments. PIMCO actively manages the
            fixed income assets held by the Fund with a view toward enhancing
            the Fund's total return, subject to an overall portfolio duration
            which is normally not expected to exceed one year.

             The S&P 500 is composed of 500 selected common stocks that
            represent approximately two-thirds of the total market value of
            all U.S. common stocks. The Fund is neither sponsored by nor
            affiliated with S&P. The Fund seeks to remain invested in S&P 500
            derivatives or S&P 500 stocks even when the S&P 500 is declining.

             Though the Fund does not normally invest directly in S&P 500
            securities, when S&P 500 derivatives appear to be overvalued
            relative to the S&P 500, the Fund may invest all of its assets in
            a "basket" of S&P 500 stocks. Individual stocks are selected based
            on an analysis of the historical correlation between the return of
            every S&P 500 stock and the return on the S&P 500 itself. PIMCO
            may employ fundamental analysis of factors such as earnings and
            earnings growth, price to earnings ratio, dividend growth, and
            cash flows to choose among stocks that satisfy the correlation
            tests. Stocks chosen for the Fund are not limited to those with
            any particular weighting in the S&P 500.

             Assets not invested in equity securities or derivatives may be
            invested in Fixed Income Instruments. The Fund may invest up to
            10% of its assets in high yield securities ("junk bonds") rated B
            or higher by Moody's or S&P, or, if unrated, determined by PIMCO
            to be of comparable quality. The Fund may invest up to 20% of its
            assets in securities denominated in foreign currencies and may
            invest beyond this limit in U.S. dollar-denominated securities of
            foreign issuers. The Fund will normally hedge at least 75% of its
            exposure to foreign currency to reduce the risk of loss due to
            fluctuations in currency exchange rates. In addition, the Fund may
            lend its portfolio securities to brokers, dealers and other
            financial institutions to earn income.

- --------------------------------------------------------------------------------
Principal   Under certain conditions, generally in a market where the value of
Risks       both S&P 500 derivatives and fixed income securities are
            declining, the Fund may experience greater losses than would be
            the case if it invested directly in a portfolio of S&P 500 stocks.
            Among the principal risks of investing in the Fund, which could
            adversely affect its net asset value, yield and total return, are:

              . Market Risk       . Interest Rate Risk       . Mortgage Risk
              . Issuer Risk       . Liquidity Risk           . Leveraging Risk
              . Derivatives Risk  . Foreign Investment Risk  . Management Risk
              . Credit Risk       . Currency Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risk of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds.

             The bar chart, the information to its right and the Average
            Annual Total Returns table show performance of the Fund's
            Institutional Class Shares, which are offered in a different
            prospectus. This is because the Fund has not offered Class D
            shares for a full calendar year. Although Class D and
            Institutional Class shares would have similar annual returns
            (because all the Fund's shares represent interests in the same
            portfolio of securities), Class D performance would be lower than
            Institutional Class performance because of the higher expenses
            paid by Class D shares.

             The Average Annual Total Returns table also shows estimated
            historical performance for Class D shares. Prior to the inception
            date of Class D shares (4/8/98), performance is based on the
            performance of the Fund's Institutional Class shares, adjusted to
            reflect the actual 12b-1/service fees and other expenses paid by
            Class D shares. Past performance is no guarantee of future
            results.

23  PIMCO Funds: Pacific Investment Management Series
<PAGE>


            PIMCO StocksPLUS Fund (continued)

            Calendar Year Total Returns -- Institutional Class


                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-6/30/99                11.62%
              Annual Return
                                            Highest and Lowest Quarter Returns
   '94     '95     '96     '97     '98      (for periods shown in the bar chart)
   ----   -----   -----   -----   -----     ------------------------------------
   2.92%  40.52%  23.07%  32.85%  28.33%    Highest (10/1/98-12/31/98)    21.45%
                                            ------------------------------------
                                            Lowest (7/1/98-9/30/98)       -9.77%
     Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)

<TABLE>
<CAPTION>
                                                                    Fund Inception
                                                 1 Year   5 Years   (5/13/93)(3)
            ----------------------------------------------------------------------
            <S>                                  <C>      <C>       <C>
            Institutional Class                  28.33%   24.86%    23.62%
            ----------------------------------------------------------------------
            Class D                              27.71%   24.35%    23.11%
            ----------------------------------------------------------------------
            S&P 500 Index(1)                     28.58%   24.06%    22.63%
            ----------------------------------------------------------------------
            Lipper Growth & Income Fund Avg(2)   15.80%   18.41%    17.71%
            ----------------------------------------------------------------------
</TABLE>
            (1) The Standard & Poor's 500 Composite Stock Price Index is an
                unmanaged index of common stocks. It is not possible to invest
                directly in the index.
            (2) The Lipper Growth & Income Fund Average is a total return
                performance average of Funds tracked by Lipper Analytical
                Services, Inc. that combine a growth-of-earnings orientation
                and an income requirement for level and/or rising dividends.
                It does not take into account sales charges.
            (3) The Fund began operations on 5/13/93. Index comparisons began
                on 4/30/93.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class D shares of the Fund:
of the
Fund        Shareholder Fees (fees paid directly from your investment)     None

            Annual Fund Operating Expenses (expenses that are deducted from
            Fund assets)

<TABLE>
<CAPTION>
                                    Distribution                        Total Annual
                       Advisory     and/or Service      Other           Fund Operating
                       Fees         (12b-1) Fees(1)     Expenses(2)     Expenses
            --------------------------------------------------------------------------
            <S>        <C>          <C>                 <C>             <C>
            Class D    0.40%        0.25%               0.40%           1.05%
            --------------------------------------------------------------------------
</TABLE>
            (1) The Fund's administration agreement includes a plan for Class D
                shares that has been adopted in conformity with the requirements
                set forth in Rule 12b-1 under the Investment Company Act of
                1940. Up to 0.25% per year of the total fees paid under the
                administration agreement may be distribution and/or service
                (12b-1) fees. The Fund will pay a total of 0.65% per year under
                the administration agreement regardless of whether a portion or
                none of the 0.25% authorized under the plan is paid under the
                plan. Please see "Management of the Funds--Investment Adviser
                and Administrator--Administrative Fees" for details. The Fund
                intends to treat any fees paid under the plan as "service fees"
                for purposes of applicable rules of the National Association of
                Securities Dealers, Inc. (the "NASD"). To the extent that such
                fees are deemed not to be "service fees," Class D shareholders
                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 NASD.
            (2) Other Expenses reflects the portion of the Administrative Fee
                paid by the class that is not reflected under Distribution
                and/or Service (12b-1) Fees.

            Examples. The Examples are intended to help you compare the cost
            of investing in Class D shares of the Fund with the costs of
            investing in other mutual funds. The Examples assume that you
            invest $10,000 in the noted class of shares for the time periods
            indicated, and then redeem all your shares at the end of those
            periods. The Examples also assume that your investment has a 5%
            return each year, the reinvestment of all dividends and
            distributions, and that the Fund's operating expenses remain the
            same. Although your actual costs may be higher or lower, the
            Examples show what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                          Year 1       Year 3       Year 5       Year 10
            --------------------------------------------------------------------
            <S>           <C>          <C>          <C>          <C>
            Class D       $107         $334         $579         $1,283
            --------------------------------------------------------------------
</TABLE>
                                                                  Prospectus  24
<PAGE>

            Summary of Principal Risks

            The value of your investment in a Fund changes with the values of
            that Fund's investments. Many factors can affect those values. The
            factors that are most likely to have a material effect on a
            particular Fund's portfolio as a whole are called "principal
            risks." The principal risks of each Fund are identified in the
            Fund Summaries and are described in this section. Each Fund may be
            subject to additional principal risks and risks other than those
            described below because the types of investments made by a Fund
            can change over time. Securities and investment techniques
            mentioned in this summary and described in greater detail under
            "Characteristics and Risks of Securities and Investment
            Techniques" appear in bold type. That section and "Investment
            Objectives and Policies" in the Statement of Additional
            Information also include more information about the Funds, their
            investments and the related risks. There is no guarantee that a
            Fund will be able to achieve its investment objective.

Interest    As interest rates rise, the value of fixed income securities held
Rate Risk   by a Fund are likely to decrease. Securities with longer durations
            tend to be more sensitive to changes in interest rates, usually
            making them more volatile than securities with shorter durations.

Credit      A Fund could lose money if the issuer or guarantor of a fixed
Risk        income security, or the counterparty to a derivatives contract,
            repurchase agreement or a loan of portfolio securities, is unable
            or unwilling to make timely principal and/or interest payments, or
            to otherwise honor its obligations. Securities are subject to
            varying degrees of credit risk, which are often reflected in
            credit ratings. Municipal bonds are subject to the risk that
            litigation, legislation or other political events, local business
            or economic conditions, or the bankruptcy of the issuer could have
            a significant effect on an issuer's ability to make payments of
            principal and/or interest.

High        Funds that invest in high yield securities and unrated securities
Yield       of similar credit quality (commonly known as "junk bonds") may be
Risk        subject to greater levels of interest rate, credit and liquidity
            risk than Funds that do not invest in such securities. High yield
            securities are considered predominately speculative with respect
            to the issuer's continuing ability to make principal and interest
            payments. An economic downturn or period of rising interest rates
            could adversely affect the market for high yield securities and
            reduce a Fund's ability to sell its high yield securities
            (liquidity risk).

Market      The market price of securities owned by a Fund may go up or down,
Risk        sometimes rapidly or unpredictably. Securities may decline in
            value due to factors affecting securities markets generally or
            particular industries represented in the securities markets. The
            value of a security may decline due to general market conditions
            which are not specifically related to a particular company, such
            as real or perceived adverse economic conditions, changes in the
            general outlook for corporate earnings, changes in interest or
            currency rates or adverse investor sentiment generally. They may
            also decline due to factors which affect a particular industry or
            industries, such as labor shortages or increased production costs
            and competitive conditions within an industry. Equity securities
            generally have greater price volatility than fixed income
            securities.

Issuer      The value of a security may decline for a number of reasons which
Risk        directly relate to the issuer, such as management performance,
            financial leverage and reduced demand for the issuer's goods or
            services.

Liquidity   Liquidity risk exists when particular investments are difficult to
Risk        purchase or sell. A Fund's investments in illiquid securities may
            reduce the returns of the Fund because it may be unable to sell
            the illiquid securities at an advantageous time or price. Funds
            with principal investment strategies that involve foreign
            securities, derivatives or securities with substantial market
            and/or credit risk tend to have the greatest exposure to liquidity
            risk.

Derivatives Each Fund may use derivatives, which are financial contracts whose
Risk        value depends on, or is derived from, the value of an underlying
            asset, reference rate or index. The various derivative instruments
            that the Funds may use are referenced under "Characteristics and
            Risks of Securities and Investment Techniques--Derivatives" in
            this Prospectus and described in more detail under "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The Funds typically use derivatives as a substitute
            for taking a position in the underlying asset and/or as part of a
            strategy designed to reduce exposure to other risks, such as
            interest rate or currency risk. The Funds may also use derivatives
            for leverage, in which case their use would involve leveraging
            risk. A Fund's use of derivative instruments involves risks
            different from, or possibly greater than, the risks associated
            with investing directly in securities and other traditional
            investments. Derivatives are subject to a number of risks
            described elsewhere in this section, such as liquidity risk,
            interest rate risk, market risk, credit risk and management risk.
            They also involve the risk of mispricing or improper valuation and
            the risk that

25 PIMCO Funds: Pacific Investment Management Series

<PAGE>

            changes in the value of the derivative may not correlate perfectly
            with the underlying asset, rate or index. A Fund investing in a
            derivative instrument could lose more than the principal amount
            invested. Also, suitable derivative transactions may not be
            available in all circumstances and there can be no assurance that
            a Fund will engage in these transactions to reduce exposure to
            other risks when that would be beneficial.

Mortgage    A Fund that purchases mortgage-related securities is subject to
Risk        certain additional risks. Rising interest rates tend to extend the
            duration of mortgage-related securities, making them more
            sensitive to changes in interest rates. As a result, in a period
            of rising interest rates, a Fund that holds mortgage-related
            securities may exhibit additional volatility. This is known as
            extension risk. In addition, mortgage-related securities are
            subject to prepayment risk. When interest rates decline, borrowers
            may pay off their mortgages sooner than expected. This can reduce
            the returns of a Fund because the Fund will have to reinvest that
            money at the lower prevailing interest rates.

Foreign     A Fund that invests in foreign securities may experience more
(Non-U.S.)  rapid and extreme changes in value than a Fund that invests
Investment  exclusively in securities of U.S. companies. The securities
Risk        markets of many foreign countries are relatively small, with a
            limited number of companies representing a small number of
            industries. Additionally, issuers of foreign securities are
            usually not subject to the same degree of regulation as U.S.
            issuers. Reporting, accounting and auditing standards of foreign
            countries differ, in some cases significantly, from U.S.
            standards. Also, nationalization, expropriation or confiscatory
            taxation, currency blockage, political changes or diplomatic
            developments could adversely affect a Fund's investments in a
            foreign country. In the event of nationalization, expropriation or
            other confiscation, a Fund could lose its entire investment in
            foreign securities. Adverse conditions in a certain region can
            adversely affect securities of other countries whose economies
            appear to be unrelated. To the extent that a Fund invests a
            significant portion of its assets in a concentrated geographic
            area like Eastern Europe or Asia, the Fund will generally have
            more exposure to regional economic risks associated with foreign
            investments.

Emerging    Foreign investment risk may be particularly high to the extent
Markets     that a Fund invests in emerging market securities of issuers based
Risk        in countries with developing economies. These securities may
            present market, credit, currency, liquidity, legal, political and
            other risks different from, or greater than, the risks of
            investing in developed foreign countries.

Currency    Funds that invest directly in foreign currencies or in securities
Risk        that trade in, and receive revenues in, foreign (non-U.S.)
            currencies are subject to the risk that those currencies will
            decline in value relative to the U.S. dollar, or, in the case of
            hedging positions, that the U.S. dollar will decline in value
            relative to the currency being hedged. Currency rates in foreign
            countries may fluctuate significantly over short periods of time
            for a number of reasons, including changes in interest rates,
            intervention (or the failure to intervene) by U.S. or foreign
            governments, central banks or supranational entities such as the
            International Monetary Fund, or by the imposition of currency
            controls or other political developments in the U.S. or abroad. As
            a result, the Fund's investments in foreign currency-denominated
            securities may reduce the returns of the Fund.

Concentra-  Concentration of investments in a small number of issuers,
tion Risk   industries or foreign currencies increases risk. The Real Return
            Bond and Foreign Bond Funds are "non-diversified," which means
            that they may invest a greater percentage of their assets in the
            securities of a single issuer than the other Funds. Funds that
            invest in a relatively small number of issuers are more
            susceptible to risks associated with a single economic, political
            or regulatory occurrence than a more diversified portfolio might
            be. Some of those issuers also may present substantial credit or
            other risks. Similarly, a Fund may be more sensitive to adverse
            economic, business or political developments if it invests a
            substantial portion of its assets in the bonds of similar projects
            or from issuers in the same state.

Leveraging  Certain Funds may engage in transactions that may give rise to a
Risk        form of leverage. Such transactions may include, among others,
            reverse repurchase agreements, loans of portfolios securities, and
            the use of when-issued, delayed delivery or forward commitment
            transactions. The use of derivatives may also create leveraging
            risk. To mitigate leveraging risk, PIMCO will segregate liquid
            assets or otherwise cover the transactions that may give rise to
            such risk. The use of leverage may cause a Fund to liquidate
            portfolio positions when it may not be advantageous to do so to
            satisfy its obligations or to meet segregation requirements.
            Leverage, including borrowing, may cause a Fund to be more
            volatile than if the Fund had not been leveraged. This is because
            leverage tends to exaggerate the effect of any increase or
            decrease in the value of a Fund's portfolio securities.

                                                                   Prospectus 26
<PAGE>

Management  Each Fund is subject to management risk because it is an actively
Risk        managed investment portfolio. PIMCO and each individual portfolio
            manager will apply investment techniques and risk analyses in
            making investment decisions for the Funds, but there can be no
            guarantee that these will produce the desired results.

            Management of the Funds

Investment  PIMCO serves as the investment adviser and the administrator
Adviser     (serving in its capacity as administrator, the "Administrator")
and         for the Funds. Subject to the supervision of the Board of
Admini-     Trustees, PIMCO is responsible for managing the investment
strator     activities of the Funds and the Funds' business affairs and other
            administrative matters.

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            September 30, 1999, PIMCO had approximately $181 billion in assets
            under management.

Advisory    Each Fund pays PIMCO fees in return for providing investment
Fees        advisory services. For the fiscal year ended March 31, 1999, the
            Funds paid monthly advisory fees to PIMCO at the following annual
            rates (stated as a percentage of the average daily net assets of
            each Fund taken separately):

<TABLE>
<CAPTION>
            Fund                                                 Advisory Fees
            --------------------------------------------------------------------
            <S>                                                  <C>
            Fixed Income Funds                                        0.25%
            Strategic Balanced and StocksPLUS Funds                   0.40%
</TABLE>

Administra- Each Fund pays for the administrative services it requires under a
tive Fees   fee structure which is essentially fixed. Class D shareholders of
            each Fund pay an administrative fee to PIMCO, computed as a
            percentage of the Fund's assets attributable in the aggregate to
            that class of shares. PIMCO, in turn, provides or procures
            administrative services for Class D shareholders and also bears
            the costs of various third-party services required by the Funds,
            including audit, custodial, portfolio accounting, legal transfer
            agency and printing costs. The result of this fee structure is an
            expense level for Class D shareholders of each Fund that, with
            limited exceptions, is precise and predictable under ordinary
            circumstances.

             PIMCO may pay financial service firms a portion of the Class D
            administrative fees in return for the firm's services (normally
            not to exceed an annual rate of 0.35% of a Fund's average daily
            net assets attributable to Class D shares purchased through such
            firms).

             For the fiscal year ended March 31, 1999, the Funds paid PIMCO
            monthly administrative fees at the following annual rates (stated
            as a percentage of the average daily net assets attributable in
            the aggregate to the Fund's Class D shares):

<TABLE>
<CAPTION>
            Fund                                            Administrative Fees*
            --------------------------------------------------------------------
            <S>                                             <C>
            Short-Term, Low Duration and Total Return Funds        0.25%
            Municipal Bond Fund                                    0.35%
            Total Return Mortgage, High Yield, Real Return
              Bond, Strategic Balanced and StocksPLUS Funds        0.40%
            Foreign Bond Fund                                      0.45%
</TABLE>

            * As described below under "12b-1 Plan for Class D Shares," the
            administration agreement includes a plan adopted in conformity
            with Rule 12b-1 under the Investment Company Act of 1940 (the
            "1940 Act") which provides for the payment of up to .25% of the
            Administrative Fee as reimbursement for expenses in respect of
            activities that may be deemed to be primarily intended to result
            in the sale of Class D shares. In the Fund Summaries above, the
            "Annual Fund Operating Expenses" table provided under "Fees and
            Expenses of the Fund" for each Fund shows the Administrative Fees
            rate under two separate columns entitled "Distribution and/or
            Service (12b-1) Fees" and "Other Expenses."

12b-1 Plan  The Funds' administration agreement includes a plan for Class D
for Class D shares that has been adopted in conformity with the requirements
Shares      set forth in Rule 12b-1 under the 1940 Act. The plan provides that
            up to .25% per annum of the Class D administrative fees paid under
            the administration agreement may represent reimbursement for
            expenses in respect of activities that may be deemed to be
            primarily intended to result in the sale of Class D shares. The
            principal types of activities for which such payments may be made
            are services in connection with the distribution of Class D shares
            and/or the provision of shareholder services. Because 12b-1 fees
            would be paid out of a Fund's Class D share assets on an ongoing
            basis, over time these fees would increase the cost of your
            investment in Class D shares and may cost you more than other
            types of sales charges.

27  PIMCO Funds: Pacific Investment Management Series
<PAGE>

Individual  The following individuals have primary responsibility for managing
Portfolio   each of the noted Funds.
Managers

<TABLE>
<CAPTION>

         Fund                   Portfolio Manager    Since    Recent Professional Experience
         ------------------------------------------------------------------------------------------------------
         <C>                    <C>                  <C>      <S>
         Short-Term             Paul A. McCulley      8/99    Executive Vice President, PIMCO. He has managed
                                                              fixed income assets since joining PIMCO in April,
                                                              1999. Prior to joining PIMCO, Mr. McCulley was
                                                              associated with Warburg Dillon Read as a Managing
                                                              Director and Head of Economic and Strategy
                                                              Research for the Americas, where he managed macro
                                                              research world-wide.

         Low Duration           William H. Gross      5/87*   Managing Director, Chief Investment Officer and a
         Total Return                                 5/87*   founding partner of PIMCO. He leads a team which
         Strategic Balanced                           1/98    manages the Strategic Balanced and StocksPLUS
         StocksPLUS                                   1/98    Funds.

         Total Return Mortgage  Pasi M. Hamalainen    7/97*   Executive Vice President, PIMCO. He joined PIMCO
                                                              as a Portfolio Manager in 1994, and has managed
                                                              fixed income accounts for various institutional
                                                              clients and funds since that time.

         Foreign Bond           Lee R. Thomas, III    7/95    Managing Director and Senior International
                                                              Portfolio Manager, PIMCO. He joined PIMCO as a
                                                              Portfolio Manager in 1995, and has managed fixed
                                                              income accounts for various institutional clients
                                                              and funds since that time. Prior to joining PIMCO,
                                                              he was associated with Investcorp as a member of
                                                              the management committee responsible for global
                                                              securities and foreign exchange trading.

         High Yield             Benjamin L. Trosky   12/92    Managing Director, PIMCO. He joined PIMCO as a
                                                              Portfolio Manager in 1990, and has managed fixed
                                                              income accounts for various institutional clients
                                                              and funds since that time.

         Municipal Bond         Benjamin Ehlert      12/97*   Executive Vice President, PIMCO. He has been a
                                                              Portfolio Manager for PIMCO since 1986, and has
                                                              managed fixed income accounts for various
                                                              institutional clients and funds since that time.

         Real Return Bond       John B. Brynjolfsson  1/97*   Senior Vice President, PIMCO. He joined PIMCO as
                                                              a Portfolio Manager in 1989, and has managed
                                                              fixed income accounts for various institutional
                                                              clients and funds since that time.
         ------------
         * Since inception of the Fund.
</TABLE>

Distributor The Trust's Distributor is PIMCO Funds Distributors LLC, a wholly
            owned subsidiary of PIMCO Advisors L.P. The Distributor, located
            at 2187 Atlantic Street, Stamford, CT 06902, is a broker-dealer
            registered with the Securities and Exchange Commission.

                                                                  Prospectus  28
<PAGE>

            How to Buy and Sell Shares

            The following section provides basic information about how to buy,
            sell (redeem) and exchange Class D shares of the Funds.

General        .  Financial Service Firms. Broker-dealers, registered
Information investment advisers and other financial service firms provide
            varying investment products, programs or accounts, pursuant to
            arrangements with the Distributor, through which their clients may
            purchase and redeem Class D shares of the Funds. Firms will
            generally provide or arrange for the provision of some or all of
            the shareholder servicing and account maintenance services
            required by your account, including, without limitation, transfers
            of registration and dividend payee changes. Firms may also perform
            other functions, including generating confirmation statements and
            disbursing cash dividends, and may arrange with their clients for
            other investment or administrative services. Your firm may
            independently establish and charge you transaction fees and/or
            other additional amounts for such services, which may change over
            time. These fees and additional amounts could reduce your
            investment returns on Class D shares of the Funds.

             Your financial service firm may have omnibus accounts and similar
            arrangements with the Trust and may be paid for providing sub-
            transfer agency and other services. A firm may be paid for its
            services directly or indirectly by the Funds, PIMCO Advisors or an
            affiliate (normally not to exceed an annual rate of 0.35% of a
            Fund's average daily net assets attributable to its Class D shares
            and purchased through such firm for its clients). Your firm may
            establish various minimum investment requirements for Class D
            shares of the Funds and may also establish certain privileges with
            respect to purchases, redemptions and exchanges of Class D shares
            or the reinvestment of dividends. Please contact your firm for
            information.

             This Prospectus should be read in connection with your firm's
            materials regarding its fees and services.

               .  Calculation of Share Price and Redemption Payments. When you
            buy or sell (redeem) Class D shares of the Funds, you pay or
            receive a price equal to the NAV of the shares. NAVs are
            determined at the close of regular trading (normally 4:00 p.m.
            Eastern time) on each day the New York Stock Exchange is open. See
            "How Fund Shares Are Priced" below for details. Generally,
            purchase and redemption orders for Fund shares are processed at
            the NAV next calculated after your order is received by the
            Distributor. In addition, orders received by the Distributor from
            financial service firms after NAV is determined that day will be
            processed at that day's NAV if the orders were received by the
            firm 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 7:00 p.m., Eastern time).

             The Trust does not calculate NAVs or process orders on days when
            the New York Stock Exchange is closed. If your purchase or
            redemption order is received by the Distributor on a day when the
            New York Stock Exchange is closed, it will be processed on the
            next succeeding day when the New York Stock Exchange is open
            (according to the succeeding day's NAV).

Buying      Class D shares of each Fund are continuously offered through
Shares      financial service firms, such as broker-dealers or registered
            investment advisers, with which the Distributor has an agreement
            for the use of the Funds in particular investment products,
            programs or accounts for which a fee may be charged. See
            "Financial Service Firms" above.

             You may purchase Class D shares only through your financial
            service firm. In connection with purchases, your financial service
            firm is responsible for forwarding all necessary documentation to
            the Distributor, and may charge you for such services. If you wish
            to purchase shares of the Funds directly from the Trust or the
            Distributor, you should inquire about the other classes of shares
            offered by the Trust. Please call the Distributor at 1-888-87-
            PIMCO for information about other investment options.

             Class D shares of the Funds will be held in your account with
            your financial service firm and, generally, your firm will hold
            your Class D shares in nominee or street name as your agent. In
            most cases, the Trust's transfer agent will have no information
            with respect to or control over accounts of specific Class D
            shareholders and you may obtain information about your accounts
            only through your financial service firm. In certain
            circumstances, your firm may arrange to have your shares held in
            your own name or you may subsequently become a holder of record
            for some other reason (for instance, if you terminate your
            relationship with your firm). In such circumstances, please
            contact the Distributor at 1-888-87-PIMCO for information about
            your account. In the interest of economy and convenience,
            certificates for Class D shares will not be issued.

29 PIMCO Funds: Pacific Investment Management Series
<PAGE>

             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 Exchange is closed for
            other than weekends or holidays, or if permitted by the rules of
            the Securities and Exchange Commission, when trading on the New
            York Stock 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 as permitted by the Securities and
            Exchange Commission for the protection of investors.

               .  Investment Minimums. The following investment minimums apply
            for purchases of Class D shares.

<TABLE>
<CAPTION>
                       Initial Investment               Subsequent Investments
                 -------------------------------------------------------------
                       <S>                              <C>
                       $2,500 per Fund                      $100 per Fund
</TABLE>

             Your financial service firm may impose different investment
            minimums than the Trust. For example, if your firm maintains an
            omnibus account with a particular Fund, the firm may impose higher
            or lower investment minimums than the Trust when you invest in
            Class D shares of the Fund through your firm. Please contact your
            firm for information.

Exchanging  You may exchange your Class D shares of any Fund for Class D
Shares      shares of any other Fund or any series of PIMCO Funds: Multi-
            Manager Series that offers Class D shares. Shares are exchanged on
            the basis of their respective NAVs next calculated after your
            exchange order is received by the Distributor. Currently, the
            Trust does not charge any exchange fees or charges. Your financial
            service firm may impose various fees and charges, investment
            minimums and other requirements with respect to exchanges. Please
            contact your financial service firm to exchange your shares and
            for additional information about the exchange privilege.

             The Trust reserves the right to refuse exchange purchases if, in
            the judgment of PIMCO, the purchase would adversely affect a Fund
            and its shareholders. In particular, a pattern of exchanges
            characteristic of "market-timing" strategies may be deemed by
            PIMCO to be detrimental to the Trust or a particular Fund.
            Currently, the Trust limits the number of "round trip" exchanges
            an investor may make. An investor makes a "round trip" exchange
            when the investor purchases shares of a particular Fund,
            subsequently exchanges those shares for shares of a different Fund
            and then exchanges back into the originally purchased Fund. The
            Trust has the right to refuse any exchange for any investor who
            completes (by making the exchange back into the shares of the
            originally purchased Fund) more than six round trip exchanges in
            any twelve-month period. Although the Trust has no current
            intention of terminating or modifying the exchange privilege other
            than as set forth in the preceding sentence, it reserves the right
            to do so at any time. Except as otherwise permitted by Securities
            and Exchange Commission regulations, the Trust will give 60 days'
            advance notice to your financial service firm of any termination
            or material modification of the exchange privilege.

Selling     You can sell (redeem) Class D shares through your financial
Shares      service firm on any day the New York Stock Exchange is open. You
            do not pay any fees or other charges to the Trust or the
            Distributor when you sell your shares, although your financial
            service firm may charge you for its services in processing your
            redemption request. Please contact your firm for details. If you
            are the holder of record of your Class D shares, you may contact
            the Distributor at 1-888-87-PIMCO for information regarding how to
            sell your shares directly to the Trust.

             Your financial service firm is obligated to transmit your
            redemption orders to the Distributor promptly and is responsible
            for ensuring that your redemption request is in proper form. Your
            financial service firm will be responsible for furnishing all
            necessary documentation to the Distributor or the Trust's transfer
            agent and may charge you for its services. Redemption proceeds
            will be forwarded to your financial service firm as promptly as
            possible and in any event within seven days after the redemption
            request is received by the Distributor in good order. Redemptions
            of Fund shares may be suspended when trading on the New York Stock
            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 as permitted by the Securities and Exchange
            Commission for the protection of investors. Under these and other
            unusual circumstances, the Trust may suspend redemptions or
            postpone payment for more than seven days, as permitted by law.

Redemptions The Trust had agreed to redeem shares of each Fund solely in cash
In Kind     up to the lesser of $250,000 or 1% of the Fund's net assets during
            any 90-day period for any one shareholder. In consideration of the
            best interests of the remaining shareholders, the Trust may pay
            any redemption proceeds exceeding this amount in whole or in part
            by a distribution in kind of securities held by a Fund in lieu of
            cash. Except for Funds with a tax-efficient management strategy,
            it is highly unlikely that your shares would ever be

                                                                 Prospectus 30
<PAGE>

            redeemed in kind. If your shares are redeemed in kind, you should
            expect to incur transaction costs upon the disposition of the
            securities received in the distribution.

            How Fund Shares Are Priced

             The net asset value ("NAV") of a Fund's Class D shares is
            determined by dividing the total value of a Fund's portfolio
            investments and other assets attributable to that class, less any
            liabilities, by the total number of shares outstanding of that
            class.

             For purposes of calculating NAV, portfolio securities and other
            assets for which market quotes are available are stated at market
            value. Market value is generally determined on the basis of last
            reported sales prices, or if no sales are reported, based on
            quotes obtained from a quotation reporting system, established
            market makers, or pricing services. Certain securities or
            investments for which daily market quotations are not readily
            available may be valued, pursuant to guidelines established by the
            Board of Trustees, with reference to other securities of indices.
            Short-term investments having a maturity of 60 days or less are
            generally valued at amortized cost. Exchange traded options,
            futures and options on futures are valued at the settlement price
            determined by the exchange. Other securities for which market
            quotes are not readily available are valued at fair value as
            determined in good faith by the Board of Trustees or persons
            acting at their direction.

             Investments initially valued in currencies other than the U.S.
            dollar are converted to U.S. dollars using exchange rates obtained
            from pricing services. As a result, the NAV of a Fund's shares may
            be affected by changes in the value of currencies in relation to
            the U.S. dollar. The value of securities traded in markets outside
            the United States or denominated in currencies other than the U.S.
            dollar may be affected significantly on a day that the New York
            Stock Exchange is closed and an investor is not able to purchase,
            redeem or exchange shares.

             Fund shares are valued at the close of regular trading (normally
            4:00 p.m., Eastern time)(the "NYSE Close") on each day that the
            New York Stock Exchange is open. For purposes of calculating the
            NAV, the Funds normally use pricing data for domestic equity
            securities received shortly after the NYSE Close and do not
            normally take into account trading, clearances or settlements that
            take place after the NYSE Close. Domestic fixed income and foreign
            securities are normally priced using data reflecting the earlier
            closing of the principal markets for those securities. Information
            that becomes known to the Funds or its agents after the NAV has
            been calculated on a particular day will not generally be used to
            retroactively adjust the price of a security or the NAV determined
            earlier that day.

             In unusual circumstances, instead of valuing securities in the
            usual manner, the Funds may value securities at fair value or
            estimate their value as determined in good faith by the Board of
            Trustees, generally based upon recommendations provided by PIMCO.
            Fair valuation may also be used if extraordinary events occur
            after the close of the relevant market but prior to the NYSE
            Close.

            Fund Distributions

             Each Fund distributes substantially all of its net investment
            income to shareholders in the form of dividends. You begin earning
            dividends on Fund shares the day after the Trust receives your
            purchase payment. Dividends paid by each Fund with respect to each
            class of shares are calculated in the same manner and at the same
            time. The following shows when each Fund intends to declare and
            distribute income dividends to shareholders of record.

<TABLE>
<CAPTION>
                                                  Declared Daily
                                                     and Paid     Declared and
         Fund                                        Monthly     Paid Quarterly
         ----------------------------------------------------------------------
         <S>                                      <C>            <C>
         Fixed Income Funds                             .
         ----------------------------------------------------------------------
         Strategic Balanced and StocksPLUS Funds                       .
         ----------------------------------------------------------------------
</TABLE>
             In addition, each Fund distributes any net capital gains it earns
            from the sale of portfolio securities to shareholders no less
            frequently than annually. Net short-term capital gains may be paid
            more frequently.

31 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            You can choose from the following distribution options:

              . Reinvest all distributions in additional Class D shares of
            your Fund at NAV. This will be done unless you elect another
            option.

              . Invest all distributions in Class D shares of any other Fund
            or any series of PIMCO Funds: Multi-Manager Series which offers
            Class D shares at NAV. You must have an account existing in the
            Fund or series selected for investment with the identical
            registered name. This option must be elected when your account is
            set up.

              . Receive all distributions in cash (either paid directly to you
            or credited to your account with your financial service firm).
            This option must be elected when your account is set up.

             Your financial service firm may offer additional distribution
            reinvestment programs or options. Please contact your firm for
            details.

             You do not pay any sales charges on shares you receive through
            the reinvestment of Fund distributions. If you elect to receive
            Fund distributions in cash and the postal or other delivery
            service is unable to deliver checks to your address of record, the
            Trust's Transfer Agent will hold the returned checks for your
            benefit in a non-interest bearing account.

            Tax Consequences

              . Taxes on Fund distributions. If you are subject to U.S.
            federal income tax, you will be subject to tax on Fund
            distributions whether you received them in cash or reinvested in
            additional shares of the Funds. For federal income tax purposes,
            Fund distributions will be taxable to you as either ordinary
            income or capital gains.

             Fund dividends (i.e., distributions of investment income) are
            taxable to you as ordinary income. Federal taxes on Fund
            distributions of gains are determined by how long the Fund owned
            the investments that generated the gains, rather than how long you
            have owned your shares. Distributions of gains from investments
            that a Fund owned for more than 12 months will generally be
            taxable to you as capital gains. Distributions of gains from
            investments that the Fund owned for 12 months or less will
            generally be taxable to you as ordinary income.

             Fund distributions are taxable to you even if they are paid from
            income or gains earned by a Fund prior to your investment and thus
            were included in the price you paid for your shares. For example,
            if you purchase shares on or just before the record date of a Fund
            distribution, you will pay full price for the shares and may
            receive a portion of your investment back as a taxable
            distribution.

              . Taxes when you sell (redeem) or exchange your shares. Any gain
            resulting from the sale of Fund shares will generally be subject
            to federal income tax. When you exchange shares of a Fund for
            shares of another series, the transaction will be treated as a
            sale of the Fund shares for these purposes, and any gain on those
            shares will generally be subject to federal income tax.

              . Consult your tax advisor about other possible tax
            consequences. This is a summary of certain federal income tax
            consequences of investing in a Fund. You should consult your tax
            advisor for more information on your own tax situation, including
            possible state, local and foreign tax consequences.

              . A Note on the Real Return Bond Fund. Periodic adjustments for
            inflation to the principal amount of an inflation-indexed bond may
            give rise to original issue discount, which will be includable in
            the Fund's gross income. Due to original issue discount, the Fund
            may be required to make annual distributions to shareholders that
            exceed the cash received, which may cause the Fund to liquidate
            certain investments when it is not advantageous to do so. Also, if
            the principal value of an inflation-indexed bond is adjusted
            downward due to deflation, amounts previously distributed in the
            taxable year may be characterized in some circumstances as a
            return of capital.

              . A Note on the Municipal Bond Fund. Dividends paid to
            shareholders of the Municipal Bond Fund and derived from Municipal
            Bond interest are expected to be designated by the Funds as
            "exempt-interest dividends" and you may generally exclude such
            dividends from gross income for federal income tax purposes. The
            federal tax exemption for "exempt-interest dividends" from
            Municipal Bonds does not necessarily result in the exemption of
            such dividends from state and local taxes. The Municipal Bond Fund
            may invest a portion of its assets in securities that generate
            income that is not exempt from federal or state income tax.
            Dividends derived from taxable interest or capital gains will be
            subject to

                                                                 Prospectus 32
<PAGE>

            federal income tax. The interest on "private activity" bonds is a
            tax-preference item for purposes of the federal alternative
            minimum tax. As a result, if you are subject to the alternative
            minimum tax, income derived from "private activity" bonds will not
            be exempt from federal income tax. The Municipal Bond Fund seeks
            to produce income that is generally exempt from federal income tax
            and will not benefit investors in tax-sheltered retirement plans
            or individuals not subject to federal income tax.

             This section relates only to federal income tax; the consequences
            under other tax laws may differ. Shareholders should consult their
            tax advisors as to the possible application of foreign, state and
            local income tax laws to Fund dividends and capital distributions.
            Please see the Statement of Additional Information for additional
            information regarding the tax aspects of investing in the Funds.

            Characteristics and Risks of Securities and Investment Techniques

            This section provides additional information about some of the
            principal investments and related risks of the Funds described
            under "Summary Information" above. It also describes
            characteristics and risks of additional securities and investment
            techniques that may be used by the Funds from time to time. Most
            of these securities and investment techniques are discretionary,
            which means that PIMCO can decide whether to use them or not. This
            Prospectus does not attempt to disclose all of the various types
            of securities and investment techniques that may be used by the
            Funds. As with any mutual fund, investors in the Funds rely on the
            professional investment judgment and skill of PIMCO and the
            individual portfolio managers. Please see "Investment Objectives
            and Policies" in the Statement of Additional Information for more
            detailed information about the securities and investment
            techniques described in this section and about other strategies
            and techniques that may be used by the Funds.

Securities  Most of the Funds in this prospectus seek maximum total return.
Selection   The total return sought by a Fund consists of both income earned
            on a Fund's investments and capital appreciation, if any, arising
            from increases in the market value of a Fund's holdings. Capital
            appreciation of fixed income securities generally results from
            decreases in market interest rates or improving credit
            fundamentals for a particular market sector or security.

             In selecting securities for a Fund, PIMCO develops an outlook for
            interest rates, currency exchange rates and the economy; analyzes
            credit and call risks, and uses other security selection
            techniques. The proportion of a Fund's assets committed to
            investment in securities with particular characteristics (such as
            quality, sector, interest rate or maturity) varies based on
            PIMCO's outlook for the U.S. economy and the economies of other
            countries in the world, the financial markets and other factors.

             PIMCO attempts to identify areas of the bond market that are
            undervalued relative to the rest of the market. PIMCO identifies
            these areas by grouping bonds into the following sectors: money
            markets, governments, corporates, mortgages, asset-backed and
            international. Sophisticated proprietary software then assists in
            evaluating sectors and pricing specific securities. Once
            investment opportunities are identified, PIMCO will shift assets
            among sectors depending upon changes in relative valuations and
            credit spreads. There is no guarantee that PIMCO's security
            selection techniques will produce the desired results.

U.S.        U.S. Government Securities are obligations of, or guaranteed by,
Government  the U.S. Government, its agencies or instrumentalities. U.S.
Securities  Government Securities are subject to market and interest rate
            risk, and may be subject to varying degrees of credit risk. U.S.
            Government Securities include zero coupon securities, which tend
            to be subject to greater market risk than interest-paying
            securities of similar maturities.

Corporate   Corporate debt securities are subject to the risk of the issuer's
Debt        inability to meet principal and interest payments on the
Securities  obligation and may also be subject to price volatility due to such
            factors as interest rate sensitivity, market perception of the
            creditworthiness of the issuer and general market liquidity. When
            interest rates rise, the value of corporate debt securities can be
            expected to decline. Debt securities with longer maturities tend
            to be more sensitive to interest rate movements than those with
            shorter maturities.

Variable    Variable and floating rate securities provide for a periodic
and         adjustment in the interest rate paid on the obligations. Each
Floating    Fixed Income Fund may invest in floating rate debt instruments
Rate        ("floaters") and (except the Municipal Bond Fund) engage in credit
Securities  spread trades. While floaters provide a certain degree of
            protection against rises in interest rates, a Fund will
            participate in any declines in interest rates as well. Each Fixed
            Income Fund (except the Municipal Bond Fund) may also invest in
            inverse

33 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            floating rate debt instruments ("inverse floaters"). An inverse
            floater may exhibit greater price volatility than a fixed rate
            obligation of similar credit quality. A Fund may not invest more
            than 5% of its assets in any combination of inverse floater,
            interest only, or principal only securities.

Foreign     Investing in foreign securities involves special risks and
(Non-U.S.)  considerations not typically associated with investing in U.S.
Securities  securities. Shareholders should consider carefully the substantial
            risks involved for Funds that invest in securities issued by
            foreign companies and governments of foreign countries. These
            risks include: differences in accounting, auditing and financial
            reporting standards; generally higher commission rates on foreign
            portfolio transactions; the possibility of nationalization,
            expropriation or confiscatory taxation; adverse changes in
            investment or exchange control regulations; and political
            instability. Individual foreign economies may differ favorably or
            unfavorably from the U.S. economy in such respects as growth of
            gross domestic product, rates of inflation, capital reinvestment,
            resources, self-sufficiency and balance of payments position. The
            securities markets, values of securities, yields and risks
            associated with foreign securities markets may change
            independently of each other. Also, foreign securities and
            dividends and interest payable on those securities may be subject
            to foreign taxes, including taxes withheld from payments on those
            securities. Foreign securities often trade with less frequency and
            volume than domestic securities and therefore may exhibit greater
            price volatility. Investments in foreign securities may also
            involve higher custodial costs than domestic investments and
            additional transaction costs with respect to foreign currency
            conversions. Changes in foreign exchange rates also will affect
            the value of securities denominated or quoted in foreign
            currencies.

             Certain Funds also may invest in sovereign debt issued by
            governments, their agencies or instrumentalities, or other
            government-related entities. Holders of sovereign debt may be
            requested to participate in the rescheduling of such debt and to
            extend further loans to governmental entities. In addition, there
            is no bankruptcy proceeding by which defaulted sovereign debt may
            be collected.

              . Emerging Market Securities. The Short-Term and Low Duration
            Funds may invest up to 5% of their assets in securities of issuers
            based in countries with developing (or "emerging market")
            economies, and each remaining Fund that may invest in foreign
            securities may invest up to 10% of its assets in such securities.
            Investing in emerging market securities imposes risks different
            from, or greater than, risks of investing in domestic securities
            or in foreign, developed countries. These risks include: smaller
            market capitalization of securities markets, which may suffer
            periods of relative illiquidity; significant price volatility;
            restrictions on foreign investment; possible repatriation of
            investment income and capital. In addition, foreign investors may
            be required to register the proceeds of sales; future economic or
            political crises could lead to price controls, forced mergers,
            expropriation or confiscatory taxation, seizure, nationalization,
            or creation of government monopolies. The currencies of emerging
            market countries may experience significant declines against the
            U.S. dollar, and devaluation may occur subsequent to investments
            in these currencies by a Fund. Inflation and rapid fluctuations in
            inflation rates have had, and may continue to have, negative
            effects on the economies and securities markets of certain
            emerging market countries.

             Additional risks of emerging markets securities may include:
            greater social, economic and political uncertainty and
            instability; more substantial governmental involvement in the
            economy; less governmental supervision and regulation;
            unavailability of currency hedging techniques; companies that are
            newly organized and small; differences in auditing and financial
            reporting standards, which may result in unavailability of
            material information about issuers; and less developed legal
            systems. In addition, emerging securities markets may have
            different clearance and settlement procedures, which may be unable
            to keep pace with the volume of securities transactions or
            otherwise make it difficult to engage in such transactions.
            Settlement problems may cause a Fund to miss attractive investment
            opportunities, hold a portion of its assets in cash pending
            investment, or be delayed in disposing of a portfolio security.
            Such a delay could result in possible liability to a purchaser of
            the security.

             Each Fixed Income Fund (except the Municipal Bond Fund) may
            invest in Brady Bonds, which are securities created through the
            exchange of existing commercial bank loans to sovereign entities
            for new obligations in connection with a debt restructuring.
            Investments in Brady Bonds may be viewed as speculative. Brady
            Bonds acquired by a Fund may be subject to restructuring
            arrangements or to requests for new credit, which may cause the
            Fund to suffer a loss of interest or principal on any of its
            holdings.

Foreign     A Fund that invests directly in foreign currencies or in
(Non-U.S.)  securities that trade in, or receive revenues in, foreign
Currencies  currencies will be subject to currency risk. Foreign currency
            exchange rates may fluctuate significantly over short periods of
            time. They generally are determined by 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. Currency exchange rates also can be

                                                                   Prospectus 34

<PAGE>

            affected unpredictably by intervention (or the failure to
            intervene) by U.S. or foreign governments or central banks, or by
            currency controls or political developments. For example,
            significant uncertainty surrounds the recent introduction of the
            euro (a common currency unit for the European Union) in January
            1999 and the effect it may have on the value of securities
            denominated in local European currencies. These and other
            currencies in which the Funds' assets are denominated may be
            devalued against the U.S. dollar, resulting in a loss to the
            Funds.

              . Foreign Currency Transactions. Funds that invest in securities
            denominated in foreign currencies may enter into forward foreign
            currency exchange contracts and invest in foreign currency futures
            contracts and options on foreign currencies and futures. A forward
            foreign currency exchange contract, which involves an obligation
            to purchase or sell a specific currency at a future date at a
            price set at the time of the contract, reduces a Fund's exposure
            to changes in the value of the currency it will deliver and
            increases its exposure to changes in the value of the currency it
            will receive for the duration of the contract. The effect on the
            value of a Fund is similar to selling securities denominated in
            one currency and purchasing securities denominated in another
            currency. A contract to sell foreign currency would limit any
            potential gain which might be realized if the value of the hedged
            currency increases. A Fund may enter into these contracts to hedge
            against foreign exchange risk, to increase exposure to a foreign
            currency or to shift exposure to foreign currency fluctuations
            from one currency to another. Suitable hedging transactions may
            not be available in all circumstances and there can be no
            assurance that a Fund will engage in such transactions at any
            given time or from time to time. Also, such transactions may not
            be successful and may eliminate any chance for a Fund to benefit
            from favorable fluctuations in relevant foreign currencies. A Fund
            may use one currency (or a basket of currencies) to hedge against
            adverse changes in the value of another currency (or a basket of
            currencies) when exchange rates between the two currencies are
            positively correlated. The Fund will segregate assets determined
            to be liquid by PIMCO in accordance with procedures established by
            the Board of Trustees to cover its obligations under forward
            foreign currency exchange contracts entered into for non-hedging
            purposes.

High        Securities rated lower than Baa by Moody's Investors Service, Inc.
Yield       ("Moody's") or lower than BBB by Standard & Poor's Ratings
Securities  Services ("S&P") are sometimes referred to as "high yield" or
            "junk" bonds. Investing in high yield securities involves special
            risks in addition to the risks associated with investments in
            higher-rated fixed income securities. While offering a greater
            potential opportunity for capital appreciation and higher yields,
            high yield securities typically entail greater potential price
            volatility and may be less liquid than higher-rated securities.
            High yield securities may be regarded as predominately speculative
            with respect to the issuer's continuing ability to meet principal
            and interest payments. They may also be more susceptible to real
            or perceived adverse economic and competitive industry conditions
            than higher-rated securities.

              . Credit Ratings and Unrated Securities. Rating agencies are
            private services that provide ratings of the credit quality of
            fixed income securities, including convertible securities.
            Appendix A to this Prospectus describes the various ratings
            assigned to fixed income securities by Moody's and S&P. Ratings
            assigned by a rating agency are not absolute standards of credit
            quality and do not evaluate market risks. Rating agencies may fail
            to make timely changes in credit ratings and an issuer's current
            financial condition may be better or worse than a rating
            indicates. A Fund will not necessarily sell a security when its
            rating is reduced below its rating at the time of purchase. PIMCO
            does not rely solely on credit ratings, and develops its own
            analysis of issuer credit quality.

             A Fund may purchase unrated securities (which are not rated by a
            rating agency) if its portfolio manager determines that the
            security is of comparable quality to a rated security that the
            Fund may purchase. Unrated securities may be less liquid than
            comparable rated securities and involve the risk that the
            portfolio manager may not accurately evaluate the security's
            comparative credit rating. Analysis of the creditworthiness of
            issuers of high yield securities may be more complex than for
            issuers of higher-quality fixed income securities. To the extent
            that a Fund invests in high yield and/or unrated securities, the
            Fund's success in achieving its investment objective may depend
            more heavily on the portfolio manager's creditworthiness analysis
            than if the Fund invested exclusively in higher-quality and rated
            securities.

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as
            adjusted for inflation) is guaranteed in the case of U.S. Treasury
            inflation-indexed bonds. For bonds that do not provide a similar
            guarantee, the adjusted principal value of the bond repaid at
            maturity may be less than the original principal. The value of
            inflation-indexed bonds is expected to change in response to
            changes in real interest rates. Real interest rates are tied to

35  PIMCO Funds: Pacific Investment Management Series

<PAGE>

            the relationship between nominal interest rates and the rate of
            inflation. If nominal interest rates increase at a faster rate
            than inflation, real interest rates may rise, leading to a
            decrease in value of inflation-indexed bonds. Short-term increases
            in inflation may lead to a decline in value. Any increase in the
            principal amount of an inflation-indexed bond will be considered
            taxable ordinary income, even though investors do not receive
            their principal until maturity.

Derivatives Each Fund may, but is not required to, use derivative instruments
            for risk management purposes or as part of its investment
            strategies. Generally, derivatives are financial contracts whose
            value depends upon, or is derived from, the value of an underlying
            asset, reference rate or index, and may relate to stocks, bonds,
            interest rates, currencies or currency exchange rates,
            commodities, and related indexes. Examples of derivative
            instruments include options contracts, futures contracts, options
            on futures contracts and swap agreements. The Municipal Bond Fund
            may not enter into swap agreements or purchase or sell options
            relating to foreign currencies. Each Fund (except the Municipal
            Bond Fund) may invest some or all of its assets in derivative
            instruments. A portfolio manager may decide not to employ any of
            these strategies and there is no assurance that any derivatives
            strategy used by a Fund will succeed. A description of these and
            other derivative instruments that the Funds may use are described
            under "Investment Objectives and Policies" in the Statement of
            Additional Information.

             A Fund's use of derivative instruments involves risks different
            from, or possibly greater than, the risks associated with
            investing directly in securities and other more traditional
            investments. A description of various risks associated with
            particular derivative instruments is included in "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The following provides a more general discussion of
            important risk factors relating to all derivative instruments that
            may be used by the Funds.

             Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of
            a derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit
            of observing the performance of the derivative under all possible
            market conditions.

             Credit Risk. The use of a derivative instrument involves the risk
            that a loss may be sustained as a result of the failure of another
            party to the contract (usually referred to as a "counterparty") to
            make required payments or otherwise comply with the contract's
            terms.

             Liquidity Risk. Liquidity risk exists when a particular
            derivative instrument is difficult to purchase or sell. If a
            derivative transaction is particularly large or if the relevant
            market is illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous time or price.

             Leverage Risk. Because many derivatives have a leverage
            component, adverse changes in the value or level of the underlying
            asset, reference rate or index can result in a loss substantially
            greater than the amount invested in the derivative itself. Certain
            derivatives have the potential for unlimited loss, regardless of
            the size of the initial investment. When a Fund uses derivatives
            for leverage, investments in that Fund will tend to be more
            volatile, resulting in larger gains or losses in response to
            market changes. To limit leverage risk, each Fund will segregate
            assets determined to be liquid by PIMCO in accordance with
            procedures established by the Board of Trustees (or, as permitted
            by applicable regulation, enter into certain offsetting positions)
            to cover its obligations under derivative instruments.

             Lack of Availability. Because the markets for certain derivative
            instruments (including markets located in foreign countries) are
            relatively new and still developing, suitable derivatives
            transactions may not be available in all circumstances for risk
            management or other purposes. There is no assurance that a Fund
            will engage in derivatives transactions at any time or from time
            to time. A Fund's ability to use derivatives may also be limited
            by certain regulatory and tax considerations.

             Market and Other Risks. Like most other investments, derivative
            instruments are subject to the risk that the market value of the
            instrument will change in a way detrimental to a Fund's interest.
            If a portfolio manager incorrectly forecasts the values of
            securities, currencies or interest rates or other economic factors
            in using derivatives for a Fund, the Fund might have been in a
            better position if it had not entered into the transaction at all.
            While some strategies involving derivative instruments can reduce
            the risk of loss, they can also reduce the opportunity for gain or
            even result in losses by offsetting favorable price movements in
            other Fund investments. A Fund may also have to buy or sell a
            security at a disadvantageous time or price because the Fund is
            legally required to maintain offsetting positions or asset
            coverage in connection with certain derivatives transactions.

                                                                   Prospectus 36

<PAGE>

             Other risks in using derivatives include the risk of mispricing
            or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates
            and indexes. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Fund. Also, the value of
            derivatives may not correlate perfectly, or at all, with the value
            of the assets, reference rates or indexes they are designed to
            closely track. In addition, a Fund's use of derivatives may cause
            the Fund to realize higher amounts of short-term capital gains
            (generally taxed at ordinary income tax rates) than if the Fund
            had not used such instruments.

Convertible Each Fund may invest in convertible securities. Convertible
Securities  securities are generally preferred stocks and other securities,
            including fixed income securities and warrants, that are
            convertible into or exercisable for common stock at a stated price
            or rate. The price of a convertible security will normally vary in
            some proportion to changes in the price of the underlying common
            stock because of this conversion or exercise feature. However, the
            value of a convertible security may not increase or decrease as
            rapidly as the underlying common stock. A convertible security
            will normally also provide income and is subject to interest rate
            risk. Convertible securities may be lower-rated securities subject
            to greater levels of credit risk. A Fund may be forced to convert
            a security before it would otherwise choose, which may have an
            adverse effect on the Fund's ability to achieve its investment
            objective.

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

Mortgage-   Each Fund may invest in mortgage- or other asset-backed
Related     securities. Except for the Municipal Bond Fund, each Fund may
and Other   invest all of its assets in such securities. Mortgage-related
Asset-      securities include mortgage pass-through securities,
Backed      collateralized mortgage obligations ("CMOs"), commercial mortgage-
Securities  backed securities, mortgage dollar rolls, CMO residuals, stripped
            mortgage-backed securities ("SMBSs") and other securities that
            directly or indirectly represent a participation in, or are
            secured by and payable from, mortgage loans on real property.

             The value of some mortgage- or asset-backed securities may be
            particularly sensitive to changes in prevailing interest rates.
            Early repayment of principal on some mortgage-related securities
            may expose a Fund to a lower rate of return upon reinvestment of
            principal. When interest rates rise, the value of a mortgage-
            related security generally will decline; however, when interest
            rates are declining, the value of mortgage-related securities with
            prepayment features may not increase as much as other fixed income
            securities. The rate of prepayments on underlying mortgages will
            affect the price and volatility of a mortgage-related security,
            and may shorten or extend the effective maturity of the security
            beyond what was anticipated at the time of purchase. If
            unanticipated rates of prepayment on underlying mortgages increase
            the effective maturity of a mortgage-related security, the
            volatility of the security can be expected to increase. The value
            of these securities may fluctuate in response to the market's
            perception of the creditworthiness of the issuers. Additionally,
            although mortgages and mortgage-related securities are generally
            supported by some form of government or private guarantee and/or
            insurance, there is no assurance that private guarantors or
            insurers will meet their obligations.

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "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 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. A Fund may not
            invest more than 5% of its assets in any combination of IO, PO, or
            inverse floater securities. The Funds may invest in other asset-
            backed securities that have been offered to investors.

Municipal   Municipal bonds are generally issued by states and local
Bonds       governments and their agencies, authorities and other
            instrumentalities. Municipal bonds are subject to interest rate,
            credit and market risk. The ability of an issuer to make payments
            could be affected by litigation, legislation or other political
            events or the bankruptcy of the issuer. Lower rated municipal
            bonds are subject to greater credit and market risk than higher
            quality municipal bonds. The types of municipal bonds in which the
            Funds may invest include municipal lease obligations. The Funds
            may also invest in securities issued by entities whose underlying
            assets are municipal bonds.

Loan        Certain Funds may invest in fixed- and floating-rate loans, which
Partici-    investments generally will be in the form of loan participations
pations     and assignments of portions of such loans. Participations and
and         assignments involve special types of risk, including credit risk,
Assignments interest rate risk, liquidity risk, and the risks of being

37 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            a lender. If a Fund purchases a participation, it may only be able
            to enforce its rights through the lender, and may assume the
            credit risk of the lender in addition to the borrower.

Delayed     The Funds (except the Municipal Bond Fund) may also enter into, or
Funding     acquire participations in, delayed funding loans and revolving
Loans and   credit facilities, in which a lender agrees to make loans up to a
Revolving   maximum amount upon demand by the borrower during a specified
Credit      term. These commitments may have the effect of requiring a Fund to
Facilities  increase its investment in a company at a time when it might not
            otherwise decide to do so (including at a time when the company's
            financial condition makes it unlikely that such amounts will be
            repaid). To the extent that a Fund is committed to advance
            additional funds, it will segregate assets determined to be liquid
            by PIMCO in accordance with procedures established by the Board of
            Trustees in an amount sufficient to meet such commitments. Delayed
            funding loans and revolving credit facilities are subject to
            credit, interest rate and liquidity risk and the risks of being a
            lender.

Loans of    For the purpose of achieving income, each Fund may lend its
Portfolio   portfolio securities to brokers, dealers, and other financial
Securities  institutions provided a number of conditions are satisfied,
            including that the loan is fully collateralized. Please see
            "Investment Objectives and Policies" in the Statement of
            Additional Information for details. When a Fund lends portfolio
            securities, its investment performance will continue to reflect
            changes in the value of the securities loaned, and the Fund will
            also receive a fee or interest on the collateral. Securities
            lending involves the risk of loss of rights in the collateral or
            delay in recovery of the collateral if the borrower fails to
            return the security loaned or becomes insolvent. A Fund may pay
            lending fees to a party arranging the loan.

Short       Each Fund (except the High Yield and StocksPLUS Funds) may make
Sales       short sales as part of its overall portfolio management strategies
            or to offset a potential decline in value of a security. A short
            sale involves the sale of a security that is borrowed from a
            broker or other institution to complete the sale. For these
            purposes, a Fund may also hold or have the right to acquire
            securities which, without the payment of any further
            consideration, are convertible into or exchangeable for the
            securities sold short. Short sales expose a Fund to the risk that
            it will be required to acquire, convert or exchange securities to
            replace the borrowed securities (also known as "covering" the
            short position) at a time when the securities sold short have
            appreciated in value, thus resulting in a loss to the Fund. A Fund
            making a short sale (other than a "short sale against the box")
            must segregate assets determined to be liquid by PIMCO in
            accordance with procedures established by the Board of Trustees or
            otherwise cover its position in a permissible manner.

When-       Each Fund may purchase securities which it is eligible to purchase
Issued,     on a when-issued basis, may purchase and sell such securities for
Delayed     delayed delivery and may make contracts to purchase such
Delivery    securities for a fixed price at a future date beyond normal
and         settlement time (forward commitments). When-issued transactions,
Forward     delayed delivery purchases and forward commitments involve a risk
Commitment  of loss if the value of the securities declines prior to the
Trans-      settlement date. This risk is in addition to the risk that the
actions     Fund's other assets will decline in the value. Therefore, these
            transactions may result in a form of leverage and increase a
            Fund's overall investment exposure. Typically, no income accrues
            on securities a Fund has committed to purchase prior to the time
            delivery of the securities is made, although a Fund may earn
            income on securities it has segregated to cover these positions.

Repurchase  Each Fund may enter into repurchase agreements, in which the Fund
Agreements  purchases a security from a bank or broker-dealer and agrees to
            repurchase the security at the Fund's cost plus interest within a
            specified time. If the party agreeing to repurchase should
            default, the Fund will seek to sell the securities which it holds.
            This could involve procedural costs or delays in addition to a
            loss on the securities if their value should fall below their
            repurchase price. Repurchase agreements maturing in more than
            seven days are considered illiquid securities.

Reverse     Each Fund may enter into reverse repurchase agreements and dollar
Repurchase  rolls, subject to a Fund's limitations on borrowings. A reverse
Agreements, repurchase agreement or dollar roll involves the sale of a
Dollar      security by a Fund and its agreement to repurchase the instrument
Rolls And   at a specified time and price, and may be considered a form of
Other       borrowing for some purposes. A Fund will segregate assets
Borrowings  determined to be liquid by PIMCO in accordance with procedures
            established by the Board of Trustees or otherwise cover its
            obligations under reverse repurchase agreements, dollar rolls and
            other borrowings. 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.
            Reverse repurchase agreements, dollar rolls and other forms of
            borrowings may create leveraging risk for a Fund.

Event-      Each Fixed Income Fund and the Strategic Balanced and StocksPLUS
Linked      Funds may invest in "event-linked bonds," which are fixed income
Bonds       securities for which the return of principal and payment of
            interest is contingent on the non-occurrence of a specific
            "trigger" event, such as a hurricane,

                                                                   Prospectus 38
<PAGE>

            earthquake, or other physical or weather-related phenomenon. If a
            trigger event occurs, a Fund may lose a portion or all of its
            principal invested in the bond. Event-linked bonds often provide
            for an extension of maturity to process and audit loss claims
            where a trigger event has, or possibly has, occurred. An extension
            of maturity may increase volatility. Event-linked bonds may also
            expose the Fund to certain unanticipated risks including credit
            risk, adverse regulatory or jurisdictional interpretations, and
            adverse tax consequences. Event-linked bonds may also be subject
            to liquidity risk.

Portfolio   The length of time a Fund has held a particular security is not
Turnover    generally a consideration in investment decisions. A change in the
            securities held by a Fund is known as "portfolio turnover." Each
            Fund may engage in frequent and active trading of portfolio
            securities to achieve its investment objective, particularly
            during periods of volatile market movements. High portfolio
            turnover (e.g., over 100%) involves correspondingly greater
            expenses to a Fund, including brokerage commissions or dealer
            mark-ups and other transaction costs on the sale of securities and
            reinvestments in other securities. Such sales may also result in
            realization of taxable capital gains, including short-term capital
            gains (which are generally taxed at ordinary income tax rates).
            The trading costs and tax effects associated with portfolio
            turnover may adversely affect a Fund's performance.

Illiquid    Each Fund may invest up to 15% of its net assets in illiquid
Securities  securities. Certain illiquid securities may require pricing at
            fair value as determined in good faith under the supervision of
            the Board of Trustees. A portfolio manager may be subject to
            significant delays in disposing of illiquid securities, and
            transactions in illiquid securities may entail registration
            expenses and other transaction costs that are higher than those
            for transactions in liquid securities. The term "illiquid
            securities" for this purpose means securities that cannot be
            disposed of within seven days in the ordinary course of business
            at approximately the amount at which a Fund has valued the
            securities. Restricted securities, i.e., securities subject to
            legal or contractual restrictions on resale, may be illiquid.
            However, some restricted securities (such as securities issued
            pursuant to Rule 144A under the Securities Act of 1933 and certain
            commercial paper) may be treated as liquid, although they may be
            less liquid than registered securities traded on established
            secondary markets.

Investment  Each Fund may invest up to 10% of its assets in securities of
in Other    other investment companies, such as closed-end management
Investment  investment companies, or in pooled accounts or other investment
Companies   vehicles which invest in foreign markets. As a shareholder of an
            investment company, a Fund may indirectly bear service and other
            fees which are in addition to the fees the Fund pays its service
            providers.

Year 2000   Many of the services provided to the Funds depend on the smooth
Readiness   functioning of computer systems. Many systems in use today cannot
Disclosure  distinguish between the year 1900 and the year 2000. Should any of
            the service systems fail to process information properly, this
            could have an adverse impact on the Funds' operations and services
            provided to shareholders. PIMCO has surveyed the Funds' material
            service providers and believes that, on the basis of the
            information supplied, that the service providers will not be
            materially adversely affected by the so-called "year 2000
            problem." However, there can be no assurance that the problem will
            be corrected in all respects and that the Funds' operations and
            services provided to shareholders will not be adversely affected,
            nor can there be any assurance that the year 2000 problem will not
            have an adverse effect on the entities whose securities are held
            by the Funds or on domestic or global equity markets or economies,
            generally. Accordingly, PIMCO reserves the right to vary, during
            the fourth quarter of 1999 and/or the first quarter of 2000, the
            investments of any Fund to maintain sufficient liquidity to
            satisfy actual or anticipated redemption activity.

Temporary   For temporary or defensive purposes, each Fund may invest without
Defensive   limit in U.S. debt securities, including taxable securities and
Strategies  short-term money market securities, when PIMCO deems it
            appropriate to do so. When a Fund engages in such strategies, it
            may not achieve its investment objective.

Changes     The investment objective of each Fund is fundamental and may not
in          be changed without shareholder approval. Unless otherwise stated,
Investment  all other investment policies of the Funds may be changed by the
Objectives  Board of Trustees without shareholder approval.
and
Policies

Percentage  Unless otherwise stated, all percentage limitations on Fund
Investment  investments listed in this Prospectus will apply at the time of
Limitations investment. A Fund would not violate these limitations unless an
            excess or deficiency occurs or exists immediately after and as a
            result of an investment.

Other       The Funds may invest in other types of securities and use a
Investments variety of investment techniques and strategies which are not
and         described in this Prospectus. These securities and techniques may
Techniques  subject the Funds to additional risks. Please see the Statement of
            Additional Information for additional information about the
            securities and investment techniques described in this Prospectus
            and about additional securities and techniques that may be used by
            the Funds.

39 PIMCO Funds: Pacific Investment Management Series

<PAGE>

                      (THIS PAGE INTENTIONALLY LEFT BLANK)

                                                                  Prospectus 40
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help a shareholder
            understand the financial performance of Class D shares of each
            Fund since the class of shares was first offered. Certain
            information reflects financial results for a single Fund share.
            The total returns in the table represent the rate that an investor
            would have earned or lost on an investment in Class D shares of a
            Fund, assuming reinvestment of all dividends and distributions.
            This information has been audited by PricewaterhouseCoopers LLP,
            whose report, along with each Fund's financial statements, are
            included in the Trust's annual report to shareholders. The annual
            report is incorporated by reference in the Statement of Additional
            Information and is available free of charge upon request from the
            Distributor.

<TABLE>
<CAPTION>
                         Net Asset                Net Realized  Total Income Dividends  Dividends in  Distributions Distributions
Year or                    Value        Net      and Unrealized (Loss) from   from Net  Excess of Net   from Net    in Excess of
Period                   Beginning  Investment   Gain (Loss) on  Investment  Investment  Investment     Realized    Net Realized
Ended                    of Period   Income(b)   Investments(b)  Operations    Income      Income     Capital Gains Capital Gains
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>          <C>             <C>         <C>         <C>           <C>           <C>
Short-Term Fund (a)
 03/31/1999                $10.07      $0.53        $(0.03)        $0.50       $(0.53)     $ 0.00        $ 0.00        $(0.01)
Low Duration Fund (a)
 03/31/1999                 10.19       0.60         (0.03)         0.57        (0.60)       0.00         (0.01)        (0.05)
Total Return Fund (a)
 03/31/1999                 10.66       0.59          0.12          0.71        (0.59)       0.00         (0.24)        (0.18)
Total Return Mortgage
 Fund (a)
 03/31/1999                 10.27       0.53          0.02          0.55        (0.53)       0.00         (0.03)        (0.07)
Foreign Bond Fund (a)
 03/31/1999                 10.83       0.53          0.15          0.68        (0.53)       0.00         (0.10)        (0.25)
High Yield Fund (a)
 03/31/1999                 11.68       0.89         (0.45)         0.44        (0.88)      (0.01)         0.00          0.00
Municipal Bond Fund (a)
 03/31/1999                  9.98       0.40          0.14          0.54        (0.40)       0.00          0.00          0.00
Real Return Bond Fund (a)
 03/31/1999                  9.77       0.47          0.09          0.56        (0.44)      (0.06)         0.00          0.00
Strategic Balanced
 Fund (a)
 03/31/1999                 12.65       0.79          0.60          1.39        (0.62)       0.00         (0.67)         0.00
StocksPLUS Fund (a)
 03/31/1999                 14.13       0.79          1.38          2.17        (0.79)       0.00         (1.24)         0.00
</TABLE>
- -------
(a) Commenced operations on April 8, 1998.
(b) Per share amounts based on average number of shares outstanding during the
    period.

41  PIMCO Funds: Pacific Investment Management Series
<PAGE>



<TABLE>
<CAPTION>
                                                                  Ratio of Net
                         Net Asset         Net Assets  Ratio of    Investment
Tax Basis                  Value              End     Expenses to  Income to   Portfolio
  Return       Total        End    Total   of Period    Average     Average    Turnover
of Capital Distributions of Period Return    (000's)  Net Assets   Net Assets    Rate
- ----------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>     <C>        <C>         <C>          <C>

   $0.00      $(0.54)     $ 10.03   5.10%   $  2,278     0.75%+       5.05%+       47%

    0.00       (0.66)       10.10   5.77       6,481     0.75+        5.81+       245

    0.00       (1.01)       10.36   6.73      34,839     0.75+        5.21+       154

    0.00       (0.63)       10.19   5.41         183     0.90+        5.15+       158

    0.00       (0.88)       10.63   6.46       8,513     0.95+        4.82+       376

    0.00       (0.89)       11.23   4.00       9,065     0.90+        8.07+        39

    0.00       (0.40)       10.12   5.47         242     0.85+        3.99+        70

    0.00       (0.50)        9.83   5.89         193     0.92+        4.75+       438

    0.00       (1.29)       12.75  11.45         173     1.05+        6.41+        82

    0.00       (2.03)       14.27  16.69       1,721     1.05+        8.12+        81
</TABLE>
- -------
+ Annualized

                                                                  Prospectus  42
<PAGE>

            Appendix A
            Description of Securities Ratings

            A Fund's investments may range in quality from securities rated in
            the lowest category in which the Fund is permitted to invest to
            securities rated in the highest category (as rated by Moody's or
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality). The percentage of a Fund's assets invested in securities
            in a particular rating category will vary. The following terms are
            generally used to describe the credit quality of fixed income
            securities:

             High Quality Debt Securities are those rated, in one of the two
            highest rating categories (the highest category for commercial
            paper) or, if unrated, deemed comparable by PIMCO.

             Investment Grade Debt Securities are those rated in one of the
            four highest rating categories or, if unrated, deemed comparable
            by PIMCO.

             Below Investment Grade, High Yield Securities ("Junk Bonds") are
            those rated lower than Baa by Moody's or BBB by S&P and comparable
            securities. They are deemed to be predominately speculative with
            respect to the issuer's ability to repay principal and interest.

             Following is a description of Moody's and S&P's rating categories
            applicable to fixed income securities.

Moody's     Corporate and Municipal Bond Ratings
Investors
Service,     Aaa: Bonds which are rated Aaa are judged to be of the best
Inc.        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 that make
            the long-term risks appear somewhat larger than with 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 that 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 a
            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.

             Moody's applies numerical modifiers, 1, 2, and 3 in each generic
            rating classified from Aa through B in its corporate bond rating
            system. The modifier 1 indicates that the security ranks in the
            higher end of its generic rating category; the modifier 2
            indicates a mid-range ranking; and the modifier 3 indicates that
            the issue ranks in the lower end of its generic rating category.

                                                                 Prospectus  A-1
<PAGE>

            Corporate Short-Term Debt Ratings

             Moody's short-term debt ratings are opinions of the ability of
            issuers to repay punctually senior debt obligations which have an
            original maturity not exceeding one year. Obligations relying upon
            support mechanisms such as letters of credit and bonds of
            indemnity are excluded unless explicitly rated.

             Moody's employs the following three designations, all judged to
            be investment grade, to indicate the relative repayment ability of
            rated issuers:

             PRIME-1: Issuers rated Prime-1 (or supporting institutions) have
            a superior ability for repayment of senior short-term debt
            obligations. Prime-1 repayment ability will often be evidenced by
            many of the following characteristics: leading market positions in
            well-established industries; high rates of return on funds
            employed; conservative capitalization structure with moderate
            reliance on debt and ample asset protection; broad margins in
            earnings coverage of fixed financial charges and high internal
            cash generation; and 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 ability 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.

             NOT PRIME: Issuers rated Not Prime do not fall within any of the
            Prime rating categories.

            Short-Term Municipal Bond Ratings

             There are four rating categories for short-term municipal bonds
            that define an investment grade situation, which are listed below.
            In the case of variable rate demand obligations (VRDOs), a two-
            component rating is assigned. The first element represents an
            evaluation of the degree of risk associated with scheduled
            principal and interest payments, and the other represents an
            evaluation of the degree of risk associated with the demand
            feature. The short-term rating assigned to the demand feature of
            VRDOs is designated as VMIG. When either the long- or short-term
            aspect of a VRDO is not rated, that piece is designated NR, e.g.,
            Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of
            the obligation while VMIG rating expiration will be a function of
            each issue's specific structural or credit features.

             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.

             MIG 3/VMIG 3: This designation denotes favorable quality. All
            security elements are accounted for but there is lacking the
            undeniable strength of the preceding grades. Liquidity and cash
            flow protection may be narrow and market access for refinancing is
            likely to be less well established.

             MIG 4/VMIG 4: This designation denotes adequate quality.
            Protection commonly regarded as required of an investment security
            is present and although not distinctly or predominantly
            speculative, there is specific risk.

             SG: This designation denotes speculative quality. Debt
            instruments in this category lack margins of protection.

Standard    Corporate and Municipal Bond Ratings
& Poor's
Ratings     Investment Grade
Services     AAA: Debt rated AAA has the highest rating assigned by S&P.
            Capacity to pay interest and repay principal is extremely strong.

             AA: Debt rated AA has a very strong capacity to pay interest and
            repay principal and differs from the highest rated issues only in
            small degree.

A-2  PIMCO Funds: Pacific Investment Management Series
<PAGE>

             A: Debt rated A has a strong capacity to pay interest and repay
            principal although it is somewhat more susceptible to the adverse
            effects of changes in circumstances and economic conditions than
            debt in higher rated categories.

             BBB: Debt rated BBB is 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 to pay interest and repay principal for debt in this
            category than in higher-rated categories.

            Speculative Grade
             Debt rated BB, B, CCC, CC, and C is regarded as having
            predominantly speculative characteristics with respect to capacity
            to pay interest and repay principal. BB indicates the least degree
            of speculation and C the highest. While such debt will likely have
            some quality and protective characteristics, these are outweighed
            by large uncertainties or major exposures to adverse conditions.

             BB: Debt rated BB has less near-term vulnerability to default
            than other speculative issues. However, it faces major ongoing
            uncertainties or exposure to adverse business, financial, or
            economic conditions which could lead to inadequate capacity to
            meet timely interest and principal payments. The BB rating
            category is also used for debt subordinated to senior debt that is
            assigned an actual or implied BBB- rating.

             B: Debt rated B has a greater vulnerability to default but
            currently has the capacity to meet interest payments and principal
            repayments. Adverse business, financial, or economic conditions
            will likely impair capacity or willingness to pay interest and
            repay principal. The B rating category is also used for debt
            subordinated to senior debt that is assigned an actual or implied
            BB or BB-rating.

             CCC: Debt rated CCC has a currently identifiable vulnerability to
            default and is 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, it is 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 is typically applied to debt subordinated to
            senior debt that is assigned an actual or implied CCC rating.

             C: The rating C is typically applied to debt subordinated to
            senior debt that 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.

             CI: The rating CI is reserved for income bonds on which no
            interest is being paid.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period. The D rating will also be used upon the filing of a
            bankruptcy petition if debt service payments are jeopardized.

             Plus (+) or Minus (-): The ratings from AA to CCC may be modified
            by the addition of a plus or minus sign to show relative standing
            within the major rating categories.

             Provisional ratings: The letter "p" indicates that the rating is
            provisional. A provisional rating assumes the successful
            completion of the project being financed by the debt being rated
            and indicates that payment of debt service requirements is largely
            or entirely dependent upon the successful and timely completion of
            the project. This rating, however, while addressing credit quality
            subsequent to completion of the project, makes no comment on the
            likelihood of, or the risk of default upon failure of, such
            completion. The investor should exercise his own judgment with
            respect to such likelihood and risk.

             r: The "r" is attached to highlight derivative, hybrid, and
            certain other obligations that S&P believes may experience high
            volatility or high variability in expected returns due to non-
            credit risks. Examples of such obligations are: securities whose
            principal or interest return is indexed to equities, commodities,
            or currencies; certain swaps and options; and interest only and
            principal only mortgage securities.

             The absence of an "r" symbol should not be taken as an indication
            that an obligation will exhibit no volatility or variability in
            total return.

             N.R.: Not rated.

             Debt obligations of issuers outside the United States and its
            territories are rated on the same basis as domestic corporate and
            municipal issues. The ratings measure the creditworthiness of the
            obligor but do not take into account currency exchange and related
            uncertainties.

                                                                 Prospectus  A-3
<PAGE>

Commercial  An S&P commercial paper rating is a current assessment of the
Paper       likelihood of timely payment of debt having an original maturity
Rating      of no more than 365 days. Ratings are graded into several
Definitions categories, ranging from A for the highest quality obligations to
            D for the lowest. These categories are as follows:

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

             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.

             B: Issues rated B are regarded as having only speculative
            capacity for timely payment.

             C: This rating is assigned to short-term debt obligations with a
            doubtful capacity for payment.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due, even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period.

             A commercial paper rating is not a recommendation to purchase,
            sell or hold a security inasmuch as it does not comment as to
            market price or suitability for a particular investor. The ratings
            are based on current information furnished to S&P by the issuer or
            obtained from other sources it considers reliable. S&P does not
            perform an audit in connection with any rating and may, on
            occasion, rely on unaudited financial information. The ratings may
            be changed, suspended, or withdrawn as a result of changes in or
            unavailability of such information.

A-4 PIMCO Funds: Pacific Investment Management Series
<PAGE>

            PIMCO Funds: Pacific Investment Management Series

            The Trust's Statement of Additional Information ("SAI") and annual
            and semi-annual reports to shareholders include additional
            information about the Funds. The SAI and the financial statements
            included in the Funds' most recent annual report to shareholders
            are incorporated by reference into this Prospectus, which means
            they are part of this Prospectus for legal purposes. The Funds'
            annual report discusses the market conditions and investment
            strategies that significantly affected each Fund's performance
            during its last fiscal year.

            You may get free copies of any of these materials, request other
            information about a Fund, or make shareholder inquiries by calling
            the Trust at 1-888-87-PIMCO, or by writing to:

              PIMCO Funds Distributors LLC
              2187 Atlantic Street
              Stamford, CT 06902

            You may also contact your financial service firm for details.

            You may review and copy information about the Trust, including its
            SAI, at the Securities and Exchange Commission's public reference
            room in Washington, D.C. You may call the Commission at 1-800-SEC-
            0330 for information about the operation of the public reference
            room. You may also access reports and other information about the
            Trust on the Commission's Web site at www.sec.gov. You may get
            copies of this information, with payment of a duplication fee, by
            writing the Public Reference Section of the Commission,
            Washington, D.C. 20549-6009. You may need to refer to the Trust's
            file number under the Investment Company Act, which is 811-5028.

            You can also visit our Web site at www.pimcofunds.com for
            additional information about the Funds.

            [LOGO OF PIMCO FUNDS APPEARS HERE]

            File No. 811-5028
<PAGE>

                       ---------------------------------------------------------
PIMCO Funds:           INVESTMENT ADVISER AND ADMINISTRATOR
Pacific Investment
Management Series      PIMCO, 840 Newport Center Drive, Suite 300,
                       Newport Beach, CA 92660
                       ---------------------------------------------------------
                       DISTRIBUTOR

                       PIMCO Funds Distributors LLC, 2187 Atlantic Street,
                       Stamford, CT 06902-6896
                       ---------------------------------------------------------
                       CUSTODIAN

                       Investors Fiduciary Trust Company, 801 Pennsylvania,
                       Kansas City, MO 64105
                       ---------------------------------------------------------
                       SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT

                       First Data Investor Services Group, Inc., P.O. Box 9688,
                       Providence, RI 02940
                       ---------------------------------------------------------
                       INDEPENDENT ACCOUNTANTS

                       PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City,
                       MO 64105
                       ---------------------------------------------------------
                       LEGAL COUNSEL

                       Dechert Price & Rhoads, 1775 Eye Street N.W., Washington,
                       D.C. 20006-2401
                       ---------------------------------------------------------
                       For further information about the PIMCO Funds, call
                       1-800-426-0107 or visit our Web site at
                       http://www.pimcofunds.com.







                       Not part of the Prospectus
<PAGE>

                        PIMCO Funds is on the Web

                        w w w . p i m c o f u n d s . c o m


A Partial List of       Through the PIMCO Funds Web site, at www.pimcofunds.com,
What's Available:       you and your financial advisor have around-the-clock
                        access to the most timely and comprehensive information
                        available on PIMCO Funds.
Daily Share Prices
                        [Photo of PIMCO Internet page]

Daily Manager             In addition, the site includes daily commentary from
Commentary              our fund managers, with insights on the economy and
                        other factors affecting the stock and bond markets.

Current and             [Photo of PIMCO Internet page]
Historical Fund
Performance               You'll also find - "My Portfolio" - which enables you
                        to track your portfolio (including PIMCO Funds, other
                        funds, stocks, futures and options), get detailed stock
Lipper Rankings         quotes and more.

                        [Photo of PIMCO Internet page]
Morningstar Ratings
                        Investment Insight
                        The Investment Insight section provides an overview of
Listing of Fund         the investment management firms under the PIMCO
Portfolio Holdings      Advisors L.P. umbrella. You'll find an explanation of
                        each firm's investment process, biographies of the
                        investment team, manager updates and more.
Risk Analysis
                        [Photo of PIMCO Internet page]

Fund Manager Bios       Fund Information
                        In the Fund Information section you'll access detailed
                        profiles of all the PIMCO Funds, including current and
Resources for           historical performance, Lipper rankings and Morningstar
Investment              ratings.
Professionals
                        Additionally, we provide a summary of a fund's portfolio
                        - complete with risk analysis data. You can also obtain
                        daily fund share prices. Please read the relevant
                        prospectus carefully before you invest in any PIMCO
                        Fund.

                        [Photo of PIMCO Internet page]

                        Questions?
                        We're sure you'll find the PIMCO Funds Web site to be an
                        invaluable tool. If you have any questions about the
                        site, call us at 1-800-426-0107.
                          Or, send us e-mail at
                        [email protected].




PZ009.11/99             Not part of the Prospectus                     P I M C O
                                                                          Funds


<PAGE>

                        PIMCO Funds Prospectus


Pacific
Investment
Management
Series
November 1, 1999


Share Classes           NATIONAL TAX EXEMPT BOND FUNDS
 A    B    C            Municipal Bond Fund


Share Class             STATE-SPECIFIC TAX EXEMPT BOND FUNDS
 A                      California Intermediate Municipal
                        Bond Fund

                        New York Intermediate Municipal
                        Bond Fund

































                                                                       P I M C O
                                                                       ---------
                        This cover is not part of the Prospectus.          Funds
<PAGE>

              PIMCO Funds Prospectus

PIMCO         This Prospectus describes 3 mutual municipal bond funds offered by
Funds:        PIMCO Funds: Pacific Investment Management Series. The Funds
Pacific       provide access to the professional investment advisory services
Investment    offered by Pacific Investment Management Company ("PIMCO"). As of
Management    September 30, 1999 PIMCO managed approximately $181 billion in
Series        assets.

November      This Prospectus explains what you should know about the Funds
1, 1999       before you invest. Please read it carefully.

Share Classes The Securities and Exchange Commission has not approved or
A, B and C    disapproved these securities, or determined if this Prospectus is
              truthful or complete. Any representation to the contrary is a
              criminal offense.






1  Pacific Investment Management Series
<PAGE>


         Table of Contents

<TABLE>
         <S>                                                               <C>
         Summary Information..............................................   3
         Fund Summaries
           Municipal Bond Fund............................................   5
           California Intermediate Municipal Bond Fund....................   7
           New York Intermediate Municipal Bond Fund......................   9
         Summary of Principal Risks.......................................  11
         Management of the Funds..........................................  13
         Investment Options...............................................  14
         How Fund Shares Are Priced.......................................  17
         How to Buy and Sell Shares.......................................  17
         Fund Distributions...............................................  21
         Tax Consequences.................................................  21
         Characteristics and Risks of Securities and Investment
          Techniques......................................................  22
         Financial Highlights.............................................  28
         Appendix A--Description of Securities Ratings.................... A-1
</TABLE>


                                                                   Prospectus  2
<PAGE>

               Summary Information

The table below compares certain investment characteristics of the Funds.
Other important characteristics are described in the individual Fund
Summaries beginning on page 5. Following the table are certain key concepts
which are used throughout the prospectus.

<TABLE>
<CAPTION>
                                                                                      Non-U.S.
                                                                                      Dollar
                                                                       Credit         Denominated
                                 Main Investments           Duration   Quality(1)     Securities
- --------------------------------------------------------------------------------------------------
<C>            <C>               <S>                        <C>        <C>            <C>
Tax Exempt     Municipal Bond    Intermediate to long-      3-10 years Ba to Aaa; max     0%
Bond Funds                       term maturity municipal               10% below Baa
                                 securities (exempt from
                                 federal income tax)
               ----------------------------------------------------------------------------------
               California        Intermediate maturity      3-7 years  B to Aaa; max      0%
               Intermediate      municipal securities                  10% below Baa
               Municipal Bond    (exempt from federal and
                                 California income tax)
               ----------------------------------------------------------------------------------
               New York          Intermediate maturity      3-7 years  B to Aaa; max      0%
               Intermediate      municipal securities                  10% below Baa
               Municipal Bond    (exempt from federal and
                                New York income tax)
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) As rated by Moody's Investors Service, Inc., or equivalently rated by
    Standard & Poor's Rating Service, or if unrated, determined by PIMCO to
    be of comparable quality.

Fixed       While the Funds will primarily invest in debt securities whose
Income      interest is, in the opinion of bond counsel for the issuer at the
Instruments time of issuance, exempt from federal income tax ("Municipal
            Bonds"), the term "Fixed Income Instruments" as used generally in
            this Prospectus includes:

            .  securities issued or guaranteed by the U.S. Government, its
               agencies or instrumentalities ("U.S. Government Securities");
            .  corporate debt securities, including convertible securities and
               corporate commercial paper;
            .  mortgage-backed and other asset-backed securities;
            .  inflation-indexed bonds issued both by governments and
               corporations;
            .  structured notes, including hybrid or "indexed" securities,
               event-linked bonds and loan participations;
            .  delayed funding loans and revolving credit facilities;
            .  bank certificates of deposit, fixed time deposits and bankers'
               acceptances;
            .  repurchase agreements and reverse repurchase agreements;
            .  debt securities issued by states or local governments and their
               agencies, authorities and other instrumentalities;
            .  obligations of foreign governments or their subdivisions,
               agencies and instrumentalities; and
            .  obligations of international agencies or supranational
               entities.

3  Pacific Investment Management Series
<PAGE>

            Summary Information (continued)

Duration    Duration is a measure of the expected life of a fixed income
            security that is used to determine the sensitivity of a security's
            price to changes in interest rates. The longer a security's
            duration, the more sensitive it will be to changes in interest
            rates. Similarly, a Fund with a longer average portfolio duration
            will be more sensitive to changes in interest rates than a Fund
            with a shorter average portfolio duration.

Credit      In this Prospectus, references are made to credit ratings of debt
Ratings     securities which measure an issuer's expected ability to pay
            principal and interest on time. Credit ratings are determined by
            rating organizations, such as Standard & Poor's Rating Service
            ("S&P") or Moody's Investors Services, Inc. ("Moody's"). The
            following terms are generally used to describe the credit quality
            of debt securities depending on the security's credit rating or,
            if unrated, credit quality as determined by PIMCO:

            .  high quality
            .  investment grade
            .  below investment grade ("high yield securities" or "junk
               bonds")

            For a further description of credit ratings, see "Appendix A--
            Description of Securities Ratings."

Fund        The Funds provide a range of investment choices. The following
Descrip-    summaries identify each Fund's investment objective, principal
tions,      investments and strategies, principal risks, performance
Performance information and fees and expenses. A more detailed "Summary of
and Fees    Principal Risks" describing principal risks of investing in the
            Funds begins after the Fund Summaries.

             It is possible to lose money on investments in the Funds. An
            investment in a Fund is not a deposit of a bank and is not
            guaranteed or insured by the Federal Deposit Insurance Corporation
            or any other government agency.

                                                                   Prospectus  4
<PAGE>

            PIMCO Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high current     Intermediate to      Ba to Aaa; maximum
and           income exempt from     long-term maturity   10% below Baa
Strategies    federal income tax,    municipal
              consistent with        securities (exempt   Dividend Frequency
              preservation of        from federal         Declared daily and
              capital. Capital       income tax)          distributed monthly
              appreciation is a
              secondary objective.   Average Portfolio Duration
                                     3-10 years
              Fund Category
              Tax Exempt Bond

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets 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
            ("Municipal Bonds"). Municipal Bonds generally are issued by or on
            behalf of states and local governments and their agencies,
            authorities and other instrumentalities.

             The Fund may invest up to 20% of its net assets in U.S.
            Government Securities, money market instruments and/or "private
            activity" bonds. For shareholders subject to the federal
            alternative minimum tax ("AMT"), distributions derived from
            "private activity" bonds must be included in their AMT
            calculations, and as such may be subject to federal income tax.
            The average portfolio duration of this Fund normally varies within
            a three- to ten-year time frame based on PIMCO's forecast for
            interest rates. The Fund invests primarily in investment grade
            debt securities, but may invest up to 10% of its net assets in
            Municipal Bonds or "private activity" bonds which are high yield
            securities ("junk bonds") rated at least Ba by Moody's or BB by
            S&P, or, if unrated, determined by PIMCO to be of comparable
            quality.

             The Fund may purchase or write call and put options, futures and
            options on futures on U.S. Government Securities and Municipal
            Bonds, and invest in mortgage- or asset-backed securities. Rather
            than investing directly in securities in which it primarily
            invests, the Fund may use other investment techniques to gain
            exposure to market movements related to such securities, such as
            entering into a series of contracts to buy and sell such
            securities. The Fund may lend its portfolio securities to brokers,
            dealers and other financial institutions to earn income.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund which could
Risks       adversely affect its net asset value, yield and total return are:

              . Interest Rate Risk  . Issuer Risk        . Leveraging Risk
              . Credit Risk         . Derivatives Risk   . Management Risk
              . Market Risk         . Mortgage Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The top of the next page shows summary performance information for
Information the Fund in a bar chart and an Average Annual Total Returns table.
            The information provides some indication of the risks of investing
            in the Fund by showing changes in its performance from year to
            year and by showing how the Fund's average annual returns compare
            with the returns of a broad-based securities market index and an
            index of similar funds. The bar chart and the information to its
            right show performance of the Fund's Class A shares, but do not
            reflect the impact of sales charges (loads). If they did, the
            returns would be lower than those shown. Unlike the bar chart,
            performance for Class A, B and C shares in the Average Annual
            Total Returns table reflect the impact of sales charges. For
            periods prior to the inception date of Class A, B and C shares
            (4/1/98), performance information shown in the bar chart and table
            for those classes is based on the performance of the Fund's
            Institutional Class shares, which are offered in a different
            prospectus. The prior Institutional Class performance has been
            adjusted to reflect the actual sales charges (in the Average
            Annual Total Returns table only), distribution and/or service
            (12b-1) fees, administrative fees and other expenses paid by Class
            A, B and C shares. Past performance is no guarantee of future
            results.

5  Pacific Investment Management Series
<PAGE>

            PIMCO Municipal Bond Fund (continued)

            Calendar Year Total Returns -- Class A

                                            More Recent Return Information
                                            ------------------------------------
                                            1/1/99-9/30/99                -2.82%

                 Annual Return              Highest and Lowest Quarter Returns
                                            (for periods shown in the bar chart)
                     '98                    ------------------------------------
                    5.68%                   Highest (7/1/98-9/30/98)       3.23%
                                            ------------------------------------
                                            Lowest  (10/1/98-12/31/98)     0.09%
            Calendar Year End (through 12/31)

            Average Annual Total Returns (for periods ended 12/31/98)
<TABLE>
<CAPTION>
                                                                  Fund Inception
                                                       1 Year     (12/31/97)
         -----------------------------------------------------------------------
         <S>                                           <C>        <C>
         Class A                                        2.51%      2.51%
         -----------------------------------------------------------------------
         Class B                                       -0.12%     -0.12%
         -----------------------------------------------------------------------
         Class C                                        4.14%      4.14%
         -----------------------------------------------------------------------
         Lehman General Municipal Bond Index(/1/)       6.48%      6.48%
         -----------------------------------------------------------------------
         Lipper General Municipal Fund Average(/2/)     5.32%      5.32%
         -----------------------------------------------------------------------
</TABLE>
          (1) The Lehman General Municipal Bond Index is an unmanaged index
              of municipal bonds. It is not possible to invest directly in
              the index.
          (2) The Lipper General Municipal Debt Fund Average is a total
              return performance average of Funds tracked by Lipper
              Analytical Services, Inc. that invest at least 65% of their
              assets in municipal debt issues in the top four credit
              ratings. It does not take into account sales charges.

- --------------------------------------------------------------------------------
Fees and    These tables describe the fees and expenses you may pay if you buy
Expenses    and hold Class A, B or C shares of the Fund:
of the Fund
            Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                  Maximum Sales Charge (Load) Imposed              Maximum Contingent Deferred Sales Charge (Load)
                  on Purchases (as a percentage of offering price) (as a percentage of original purchase price)
         ---------------------------------------------------------------------------------------------------------
         <S>      <C>                                              <C>
         Class A  3%                                               1%(/1/)
         ---------------------------------------------------------------------------------------------------------
         Class B  None                                             5%(/2/)
         ---------------------------------------------------------------------------------------------------------
         Class C  None                                             1%(/3/)
         ---------------------------------------------------------------------------------------------------------
</TABLE>
          (1) Imposed only in certain circumstances where Class A shares are
              purchased without a front-end sales charge at the time of
              purchase.
          (2) 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 schedule set forth under "Investment Options
              (Class A, B and C Shares--Contingent Deferred Sales Charges
              (CDSCs))--Class B Shares."
          (3) The CDSC on Class C shares is imposed only on shares redeemed
              in the first year.

         Annual Fund Operating Expenses (expenses that are deducted from
         Fund assets)
<TABLE>
<CAPTION>
                               Distribution                    Total Annual
                      Advisory and/or Service    Other         Fund Operating
         Share Class  Fees     (12b-1) Fees(/1/) Expenses(/2/) Expenses
         --------------------------------------------------------------------
         <S>          <C>      <C>               <C>           <C>
         A Shares     0.25%    0.25%             0.36          0.86%
         --------------------------------------------------------------------
         B Shares     0.25     1.00              0.36          1.61
         --------------------------------------------------------------------
         C Shares     0.25     0.75              0.35          1.35
         --------------------------------------------------------------------
</TABLE>
          (1) Due to the 12b-1 distribution fee imposed on Class B and Class C
              shares, a Class B or Class C shareholder may, depending upon 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.
          (2) Other expenses reflect a 0.35% Administration Fee paid by the
              class.

          Examples. The Examples are intended to help you compare the cost
          of investing in Classes A, B or C of the Fund with the costs of
          investing in other mutual funds. The Examples assume that you
          invest $10,000 in the noted class of shares for the time periods
          indicated, your investment has a 5% return each year, the
          reinvestment of all dividends and distributions, and the Fund's
          operating expenses remain the same. Although your actual costs may
          be higher or lower, the Examples show what your costs would be
          based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $385      $566       $762     $1,329     $385      $566      $762      $1,329
         --------------------------------------------------------------------------------------------
         Class B        664       808      1,076      1,612      164       508       876       1,612
         --------------------------------------------------------------------------------------------
         Class C        237       428        739      1,624      137       428       739       1,624
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  6
<PAGE>

            PIMCO California Intermediate Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective   Fund Focus           Credit Quality
Investments   Seeks high current     Intermediate         B to Aaa; maximum
and           income exempt from     maturity             10% below Baa
Strategies    federal and            municipal
              California income      securities           Dividend Frequency
              tax. Capital           (exempt from         Declared daily and
              appreciation is a      federal and          distributed monthly
              secondary objective.   California income
                                     tax)
              Fund Category
              Tax Exempt Bond        Average Portfolio Duration
                                     3-7 years

            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets in
            Municipal Bonds whose interest is, in the opinion of bond counsel
            for the issuer at the time of issuance, exempt from federal income
            tax. The Fund invests under normal circumstances at least 65% of
            its assets in debt securities whose interest is, in the opinion of
            bond counsel for the issuer at the time of issuance, exempt from
            regular federal income tax and California income tax ("California
            Municipal Bonds"). California Municipal Bonds generally are issued
            by or on behalf of the State of California and its political
            subdivisions, financing authorities and their agencies.

             The Fund may invest without limit in "private activity" bonds
            whose interest is a tax-preference item for purposes of the
            federal alternative minimum tax ("AMT"). For shareholders subject
            to the AMT, a substantial portion of the Fund's distributions may
            not be exempt from federal income tax. The Fund may invest up to
            20% of its net assets in other types of Fixed Income Instruments.
            The average portfolio duration of this Fund normally varies within
            a three- to seven-year time frame based on the PIMCO's forecast
            for interest rates. The Fund will seek income that is high
            relative to prevailing rates from Municipal Bonds. Capital
            appreciation, if any, generally arises from decreases in interest
            rates or improving credit fundamentals for a particular state,
            municipality or issuer.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality.

             Rather than investing directly in securities in which it
            primarily invests, the Fund may use other investment techniques to
            gain exposure to market movements related to such securities, such
            as entering into a series of contracts to buy or sell such
            securities. The Fund may invest in derivative instruments, such as
            options, futures contracts or swap agreements, or in mortgage- or
            asset-backed securities. The Fund may lend its portfolio
            securities to brokers, dealers and other financial institutions to
            earn income.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund, which could
Risks       adversely affect its net asset value, yield and total return are:

              . Interest Rate Risk   . Issuer Risk          . Mortgage Risk
              . Credit Risk          . Concentration Risk   . Leveraging Risk
              . California State     . Liquidity Risk       . Management Risk
                Specific Risk        . Derivatives Risk
              . Market Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not have a full calendar year of performance. Thus,
Information no bar chart or annual returns table is included for the Fund.

7  Pacific Investment Management Series
<PAGE>


          PIMCO California Intermediate Municipal Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and  These tables describe the fees and expenses you may pay if you buy
Expenses  and hold Class A shares of the Fund:
of the
Fund      Shareholder fees (fees paid directly from your investment)

                              Maximum Sales Charge (Load) Imposed
                              on Purchases (as a percentage of offering price)
          ---------------------------------------------------------------------
          Class A             3%
          ---------------------------------------------------------------------

          Annual Fund Operating Expenses (expenses that are deducted from
          Fund assets)

                                 Distribution                   Total Annual
                       Advisory  and/or Service  Other          Fund Operating
          Share Class  Fees      (12b-1) Fees    Expenses(/1/)  Expenses
          ---------------------------------------------------------------------
          Class A      0.25%     0.25%           0.35%          0.85%
          ---------------------------------------------------------------------

          (1) Other expenses reflect a 0.35% Administration Fee paid by the
              class.

          Examples. The Examples are intended to help you compare the cost
          of investing in Class A shares of the Fund with the costs of
          investing in other mutual funds. The Examples assume that you
          invest $10,000 in the noted class of shares for the time periods
          indicated, your investment has a 5% return each year, the
          reinvestment of all dividends and distributions, and that the
          Fund's operating expenses remain the same. Although your actual
          costs may be higher or lower, the Examples show what your costs
          would be based on these assumptions.

<TABLE>
<CAPTION>
                        Example: Assuming you redeem shares      Example: Assuming you do not redeem
                        at the end of each period                your shares
          Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
          --------------------------------------------------------------------------------------------
          <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
          Class A       $384      $563      $757      $1,318     $384      $563      $757      $1,318
          --------------------------------------------------------------------------------------------
</TABLE>

                                                                   Prospectus  8
<PAGE>

            PIMCO New York Intermediate Municipal Bond Fund

- --------------------------------------------------------------------------------
Principal     Investment Objective    Fund Focus          Credit Quality
Investments   Seeks high current      Intermediate        B to Aaa; maximum
and           income exempt from      maturity municipal  10% below Baa
Strategies    federal and New York    securities (exempt
              income tax. Capital     from federal and    Dividend Frequency
              appreciation is a       New York income     Declared daily and
              secondary objective.    tax)                distributed monthly

              Fund Category           Average Portfolio Duration
              Tax Exempt Bond         3-7 years


            The Fund seeks to achieve its investment objective by investing
            under normal circumstances at least 80% of its net assets in
            Municipal Bonds whose interest is, in the opinion of bond counsel
            for the issuer at the time of issuance, exempt from federal income
            tax. The Fund will invest under normal circumstances at least 65%
            of its assets in debt securities whose interest is, in the opinion
            of bond counsel for the issuer at the time of issuance, exempt
            from regular federal income tax and New York income tax ("New York
            Municipal Bonds"). New York Municipal Bonds generally are issued
            by or on behalf of the State of New York and its political
            subdivisions, financing authorities and their agencies.

             The Fund may invest without limit in "private activity" bonds
            whose interest is a tax-preference item for purposes of the
            federal alternative minimum tax ("AMT"). For shareholders subject
            to the AMT, a substantial portion of the Fund's distributions may
            not be exempt from federal income tax. The Fund may invest up to
            20% of its net assets in other types of Fixed Income Instruments.
            The average portfolio duration of this Fund normally varies within
            a three-to seven-year time frame, based on PIMCO's forecast for
            interest rates. The Fund will seek income that is high relative to
            prevailing rates from Municipal Bonds. Capital appreciation, if
            any, generally arises from decreases in interest rates or
            improving credit fundamentals for a particular state, municipality
            or issuer.

             The Fund invests primarily in investment grade debt securities,
            but may invest up to 10% of its assets in high yield securities
            ("junk bonds") rated B or higher by Moody's or S&P, or, if
            unrated, determined by PIMCO to be of comparable quality.

             Rather than investing directly in securities in which it
            primarily invests, this Fund may use other investment techniques
            to gain exposure to market movements related to such securities,
            such as entering into a series of contracts to buy or sell such
            securities. The Fund may invest in derivative instruments, such as
            options, futures contracts or swap agreements, or in mortgage- or
            asset-backed securities. The Fund may lend its portfolio
            securities to brokers, dealers and other financial institutions to
            earn income.

- --------------------------------------------------------------------------------
Principal   Among the principal risks of investing in the Fund which could
Risks       adversely affect its net asset value, yield and total return are:

              . Interest Rate Risk  . Issuer Risk          . Mortgage Risk
              . Credit Risk         . Concentration Risk   . Leveraging Risk
              . New York State      . Liquidity Risk       . Management Risk
                Specific Risk       . Derivatives Risk
              . Market Risk

            Please see "Summary of Principal Risks" following the Fund
            Summaries for a description of these and other risks of investing
            in the Fund.

- --------------------------------------------------------------------------------
Performance The Fund does not have a full calendar year of performance. Thus,
Information no bar chart or annual returns table is included for the Fund.


9  Pacific Investment Management Series
<PAGE>


         PIMCO New York Intermediate Municipal Bond Fund (continued)

- --------------------------------------------------------------------------------
Fees and These tables describe the fees and expenses you may pay if you buy
Expenses and hold Class A shares of the Fund:
of the
Fund     Shareholder fees (fees paid directly from your investment)

<TABLE>
<CAPTION>
                              Maximum Sales Charge (Load) Imposed
                              on Purchases (as a percentage of offering price)
         ---------------------------------------------------------------------
         <S>                  <C>
         Class A              3%
         ---------------------------------------------------------------------

         Annual Fund Operating Expenses (expenses that are deducted from
         Fund assets)

<CAPTION>
                                 Distribution                   Total Annual
                       Advisory  and/or Service  Other          Fund Operating
         Share Class   Fees      (12b-1) Fees    Expenses(/1/)  Expenses
         ---------------------------------------------------------------------
         <S>           <C>       <C>             <C>            <C>
         Class A       0.25%     0.25%           0.35%          0.85%
         ---------------------------------------------------------------------
</TABLE>
         (1) Other expenses reflect a 0.35% Administration Fee paid by the
             class.

         Examples. The Examples are intended to help you compare the cost of
         investing in Class A shares of the Fund with the costs of investing in
         other mutual funds. The Examples assume that you invest $10,000 in the
         noted class of shares for the time periods indicated, your investment
         has a 5% return each year, the reinvestment of all dividends and
         distributions, and that the Fund's operating expenses remain the same.
         Although your actual costs may be higher or lower, the Examples show
         what your costs would be based on these assumptions.

<TABLE>
<CAPTION>
                       Example: Assuming you redeem shares      Example: Assuming you do not redeem
                       at the end of each period                your shares
         Share Class   Year 1    Year 3    Year 5    Year 10    Year 1    Year 3    Year 5    Year 10
         --------------------------------------------------------------------------------------------
         <S>           <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
         Class A       $384      $563      $757      $1,318     $384      $563      $757      $1,318
         --------------------------------------------------------------------------------------------
</TABLE>

                                                                  Prospectus  10
<PAGE>

            Summary of Principal Risks

            The value of your investment in a Fund changes with the values of
            that Fund's investments. Many factors can affect those values. The
            factors that are most likely to have a material effect on a
            particular Fund's portfolio as a whole are called "principal
            risks." The principal risks of each Fund are identified in the
            Fund Summaries and are described in this section. Each Fund may be
            subject to additional principal risks and risks other than those
            described below because the types of investments made by a Fund
            can change over time. Securities and investment techniques
            mentioned in this summary and described in greater detail under
            "Characteristics and Risks of Securities and Investment
            Techniques" appear in bold type. That section and "Investment
            Objectives and Policies" in the Statement of Additional
            Information also include more information about the Funds, their
            investments and the related risks. There is no guarantee that a
            Fund will be able to achieve its investment objective.

Interest    As interest rates rise, the value of fixed income securities held
Rate Risk   by a Fund are likely to decrease. Securities with longer durations
            tend to be more sensitive to changes in interest rates, usually
            making them more volatile than securities with shorter durations.

Credit      A Fund could lose money if the issuer or guarantor of a fixed
Risk        income security, or the counterparty to a derivatives contract,
            repurchase agreement or a loan of portfolio securities, is unable
            or unwilling to make timely principal and/or interest payments, or
            to otherwise honor its obligations. Securities are subject to
            varying degrees of credit risk, which are often reflected in
            credit ratings. Municipal Bonds are subject to the risk that
            litigation, legislation or other political events, local business
            or economic conditions, or the bankruptcy of the issuer could have
            a significant effect on an issuer's ability to make payments of
            principal and/or interest.

Market      The market price of securities owned by a Fund may go up or down,
Risk        sometimes rapidly or unpredictably. Securities may decline in
            value due to factors affecting securities markets generally or
            particular industries represented in the securities markets. The
            value of a security may decline due to general market conditions
            which are not specifically related to a particular company, such
            as real or perceived adverse economic conditions, changes in the
            general outlook for corporate earnings, changes in interest or
            currency rates or adverse investor sentiment generally. They may
            also decline due to factors which affect a particular industry or
            industries, such as labor shortages or increased production costs
            and competitive conditions within an industry. Equity securities
            generally have greater price volatility than fixed income
            securities.

Issuer      The value of a security may decline for a number of reasons which
Risk        directly relate to the issuer, such as management performance,
            financial leverage and reduced demand for the issuer's goods or
            services.

Liquidity   Liquidity risk exists when particular investments are difficult to
Risk        purchase or sell. A Fund's investments in illiquid securities may
            reduce the returns of the Fund because it may be unable to sell
            the illiquid securities at an advantageous time or price. Funds
            with principal investment strategies that involve derivatives or
            securities with substantial market and/or credit risk tend to have
            the greatest exposure to liquidity risk.

Derivatives Each Fund may use derivatives, which are financial contracts whose
Risk        value depends on, or is derived from, the value of an underlying
            asset, reference rate or index. The various derivative instruments
            that the Funds may use are referenced under "Characteristics and
            Risks of Securities and Investment Techniques--Derivatives" in
            this Prospectus and described in more detail under "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The Funds typically use derivatives as a substitute
            for taking a position in the underlying asset and/or as part of a
            strategy designed to reduce exposure to other risks, such as
            interest rate risk. The Funds may also use derivatives for
            leverage in which case their use would involve leveraging risk. A
            Fund's use of derivative instruments involves risks different
            from, or possibly greater than, the risks associated with
            investing directly in securities and other traditional
            investments. Derivatives are subject to a number of risks
            described elsewhere in this section, such as liquidity risk,
            interest rate risk, market risk, credit risk and management risk.
            They also involve the risk of mispricing or improper valuation and
            the risk that changes in the value of the derivative may not
            correlate perfectly with the underlying asset, rate or index. A
            fund investing in a derivative instrument could lose more than the
            principal amount invested. Also, suitable derivative transactions
            may not be available in all circumstances and there can be no
            assurance that a Fund will engage in these transactions to reduce
            exposure to other risks when that would be beneficial.

11 Pacific Investment Management Series
<PAGE>

Mortgage    A Fund that purchases mortgage-related securities is subject to
Risk        certain additional risks. Rising interest rates tend to extend the
            duration of mortgage-related securities, making them more
            sensitive to changes in interest rates. As a result, in a period
            of rising interest rates, a Fund that holds mortgage-related
            securities are subject to prepayment risk. When interest rates
            decline, borrowers may pay off their mortgages sooner than
            expected. This can reduce the returns of a Fund because the Fund
            will have to reinvest that money at the lower prevailing interest
            rates.

Concen-     Concentration of investments in a small number of issuers,
tration     industries or foreign currencies increases risk. The California
Risk        and New York Intermediate Municipal Bond Funds are "non-
            diversified," which means that each may invest a greater
            percentage of its assets in the securities of a single issuer
            (such as bonds issued by a particular state) than diversified
            Funds. Funds that invest in a relatively small number of issuers
            are more susceptible to risks associated with a single economic,
            political or regulatory occurrence than a more diversified
            portfolio might be. Some of those issuers also may present
            substantial credit or other risks. Similarly, a Fund may be more
            sensitive to adverse economic, business or political developments
            if it invests a substantial portion of its assets in the bonds of
            similar projects or from issuers in a similar state.

Leveraging  Certain Funds may engage in transactions that may give rise to a
Risk        form of leverage. Such transactions may include, among, others,
            reverse repurchase agreements, loans of portfolios securities, and
            the use of when-issued, delayed delivery or forward commitment
            transactions. The use of derivatives may also create leveraging
            risk. To mitigate leveraging risk, PIMCO will segregate liquid
            assets or otherwise cover the transactions that may give rise to
            such risk. The use of leverage may cause a Fund to liquidate
            portfolio positions when it may not be advantageous to do so to
            satisfy its obligations or to meet segregation requirements.
            Leverage, including borrowing, may cause a Fund to be more
            volatile than if the Fund had not been leveraged. This is because
            leverage tends to exaggerate the effect of any increase or
            decrease in the value of a Fund's portfolio securities.

Management  Each Fund is subject to management risk because it is an actively
Risk        managed investment portfolio. PIMCO and each individual portfolio
            manager will apply investment techniques and risk analyses in
            making investment decisions for the Funds, but there can be no
            guarantee that these will produce the desired results.

California  Because the California Intermediate Municipal Bond Fund
State       concentrates its investments in California municipal bonds, the
Specific    Fund may be affected significantly by economic, regulatory or
Risk        political developments affecting the ability of California issuers
            to pay interest or repay principal. Provisions of the California
            Constitution and State statutes which limit the taxing and
            spending authority of California governmental entities may impair
            the ability of California issuers to pay principal and/or interest
            on their obligations. While California's economy is broad, it does
            have major concentrations in high technology, aerospace and
            defense-related manufacturing, trade, entertainment, real estate
            and financial services, and may be sensitive to economic problems
            affecting those industries. Future California political and
            economic developments, constitutional amendments, legislative
            measures, executive orders, administrative regulations, litigation
            and voter initiatives could have an adverse effect on the debt
            obligations of California issuers.

New York    Because the New York Intermediate Municipal Bond Fund concentrates
State       its investments in New York municipal bonds, the Fund may be
Specific    affected significantly by economic, regulatory or political
Risk        developments affecting the ability of New York issuers to pay
            interest or repay principal. Certain issuers of New York municipal
            bonds have experienced serious financial difficulties in recent
            years. A reoccurrence of these difficulties may impair the ability
            of certain New York issuers to pay principal or interest on their
            obligations. The financial health of New York City affects that of
            the State, and when New York City experiences financial difficulty
            it may have an adverse affect on New York municipal bonds held by
            the Fund. The growth rate of New York has recently been somewhat
            slower than the nation overall. The economic and financial
            condition of New York also may be affected by various financial,
            social, economic and political factors.

                                                                   Prospectus 12
<PAGE>

            Management of the Funds

Investment  PIMCO serves as the investment adviser and the administrator
Adviser     (serving in its capacity as administrator, the "Administrator")
and         for the Funds. Subject to the supervision of the Board of
Adminis-    Trustees, PIMCO is responsible for managing the investment
trator      activities of the Funds and the Funds' business affairs and other
            administrative matters.

             PIMCO is located at 840 Newport Center Drive, Newport Beach,
            California 92660. Organized in 1971, PIMCO provides investment
            management and advisory services to private accounts of
            institutional and individual clients and to mutual funds. As of
            September 30, 1999, PIMCO had approximately $181 billion in assets
            under management.

Advisory    Each Fund pays PIMCO fees in return for providing investment
Fees        advisory services. The California Intermediate Municipal Bond and
            New York Intermediate Municipal Bond Funds were not operational
            during the fiscal year ended March 31, 1999. The investment
            advisory fees are set at the annual rate (stated as a percentage
            of the average daily net assets of each Fund) of 0.25%.

Adminis-    Each Fund pays for the administrative services it requires under a
trative     fee structure which is essentially fixed. Class A, Class B and
Fees        Class C shareholders of a Fund pay an administrative fee to PIMCO,
            computed as a percentage of the Fund's assets attributable in the
            aggregate to that class of shares. PIMCO, in turn, provides or
            procures administrative services for Class A, Class B and Class C
            shareholders and also bears the costs of various third-party
            services required by the Funds, including audit, custodial,
            portfolio accounting, legal transfer agency and printing costs.
            The result of this fee structure is an expense level for Class A,
            Class B and Class C shareholders of each Fund that, with limited
            exceptions, is precise and predictable under ordinary
            circumstances.

             The California Intermediate Municipal Bond and New York
            Intermediate Municipal Bond Funds were not operational during the
            fiscal year ended March 31, 1999. The administrative fees for each
            Fund are set at the annual rates (stated as a percentage of the
            average daily net assets attributable in the aggregate to a Fund's
            Class A, Class B, and Class C shares) of 0.35%.

Individual  The following individual has primary responsibility for managing
Portfolio   each of the noted Funds.
Manager


<TABLE>
<CAPTION>
         Portfolio
         Manager          Since                                                          Recent Professional Experience
         -----------------------------------------------------------------------------------------------------------------------
         <C>              <C>                                                           <S>
         Benjamin Ehlert  12/97* for the Municipal Bond Fund; 9/99* for the other Funds  Executive Vice President, PIMCO. He has
                                                                                         been a Portfolio Manager for PIMCO
                                                                                         since 1986, and has managed fixed
                                                                                         income accounts for various
                                                                                         institutional clients and funds since
                                                                                         that time.
</TABLE>
            --------------
            * Inception of the Fund.

Distributor The Trust's Distributor is PIMCO Funds Distributors LLC, a wholly
            owned subsidiary of PIMCO Advisors L.P. The Distributor, located
            at 2187 Atlantic Street, Stamford, CT 06902, is a broker-dealer
            registered with the Securities and Exchange Commission.

13 Pacific Investment Management Series
<PAGE>

            Investment Options--Class A, B and C Shares

            The Trust offers investors Class A, Class B and Class C shares of
            the Municipal Bond Fund and Class A shares of the California
            Intermediate Municipal Bond and New York Intermediate Municipal
            Bond Funds in this Prospectus. Each class of shares is subject to
            different types and levels of sales charges than the other classes
            and bears a different level of expenses.

             The class of shares that is best for you depends upon a number of
            factors, including the amount and the intended length of your
            investment. The following summarizes key information about each
            class to help you make your investment decision, including the
            various expenses associated with each class. More extensive
            information about the Trust's multi-class arrangements is included
            in the PIMCO Funds Shareholders Guide for Class A, B and C Shares
            (the "Guide"), which is included as part of the Statement of
            Additional Information and can be obtained free of charge from the
            Distributor. See "How to Buy and Sell Shares--PIMCO Funds
            Shareholders Guide" below.

Class A     .  You pay an initial sales charge when you buy Class A shares of
Shares         any Fund. The maximum initial sales charge is 3.00% for each of
               the Funds. The sales charge is deducted from your investment so
               that not all of your purchase payment is invested.

            .  You may be eligible for a reduction or a complete waiver of the
               initial sales charge under a number of circumstances. For
               example, you normally pay no sales charge if you purchase
               $1,000,000 or more of Class A shares. Please see the Guide for
               details.

            .  Class A shares are subject to lower 12b-1 fees than Class B or
               Class C shares. Therefore, Class A shareholders generally pay
               lower annual expenses and receive higher dividends than Class B
               or Class C shareholders.

            .  You normally pay no contingent deferred sales charge ("CDSC")
               when you redeem Class A shares of the Municipal Bond Fund,
               although you may pay a 1% CDSC if you purchase $1,000,000 or
               more of Class A shares (and therefore pay no initial sales
               charge) and then redeem the shares during the first 18 months
               after your initial purchase. The Class A CDSC is waived for
               certain categories of investors and does not apply if you are
               otherwise eligible to purchase Class A shares without a sales
               charge. Please see the Guide for details.

Class B     .  You do not pay an initial sales charge when you buy Class B
Shares         shares. The full amount of your purchase payment is invested
               initially.

            .  You normally pay a CDSC of up to 5% if you redeem Class B
               shares during the first six years after your initial purchase.
               The amount of the CDSC declines the longer you hold your Class
               B shares. You pay no CDSC if you redeem during the seventh year
               and thereafter. The Class B CDSC is waived for certain
               categories of investors. Please see the Guide for details.

            .  Class B shares are subject to higher 12b-1 fees than Class A
               shares for the first seven years they are held. During this
               time, Class B shareholders normally pay higher annual expenses
               and receive lower dividends than Class A shareholders.

            .  Class B shares automatically convert into Class A shares after
               they have been held for seven years. After the conversion takes
               place, the shares are subject to the lower 12b-1 fees paid by
               Class A shares.

Class C     .  You do not pay an initial sales charge when you buy Class C
Shares         shares. The full amount of your purchase payment is invested
               initially.

            .  You normally pay a CDSC of 1% if you redeem Class C shares
               during the first year after your initial purchase. The Class C
               CDSC is waived for certain categories of investors. Please see
               the Guide for details.

            .  Class C shares are subject to higher 12b-1 fees than Class A
               shares. Therefore, Class C shareholders normally pay higher
               annual expenses and receive lower dividends than Class A
               shareholders.

            .  Class C shares do not convert into any other class of shares.
               Because Class B shares convert into Class A shares after seven
               years, Class C shares will normally be subject to higher
               expenses and will pay lower dividends than Class B shares if
               the shares are held for more than seven years.

                                                                Prospectus 14
<PAGE>

            The following provides additional information about the sales
            charges and other expenses associated with Class A, Class B and
            Class C shares.

- --------------------------------------------------------------------------------
Initial     Unless you are eligible for a waiver, the public offering price
Sales       you pay when you buy Class A shares of the Funds is the net asset
Charges--   value ("NAV") of the shares plus an initial sales charge. The
Class A     initial sales charge varies depending upon the size of your
Shares      purchase, as set forth below. No sales charge is imposed where
            Class A shares are issued to you pursuant to the automatic
            reinvestment of income dividends or capital gains distributions.

- --------------------------------------------------------------------------------
Municipal
Bond Fund
<TABLE>
            <S>                     <C>                       <C>
                                    Initial Sales Charge      Initial Sales Charge
            Amount of               as % of Net               as % of Public
            Purchase                Amount Invested           Offering Price
            ----------------------------------------------------------------------
            $0-$49,999              3.09%                     3.00%
            ----------------------------------------------------------------------
            $50,000-$99,999         2.56%                     2.50%
            ----------------------------------------------------------------------
            $100,000-$249,999       2.04%                     2.00%
            ----------------------------------------------------------------------
            $250,000-$499,999       1.52%                     1.50%
            ----------------------------------------------------------------------
            $500,000-$999,999       1.27%                     1.25%
            ----------------------------------------------------------------------
            $1,000,000 +            0.00%*                    0.00%*
            ----------------------------------------------------------------------

            *As shown, investors that purchase $1,000,000 or more of any
             Fund's Class A shares will not pay any initial sales charge on the
             purchase. However, purchasers of $1,000,000 or more of Class A
             shares may be subject to a CDSC of 1% if the shares are redeemed
             during the first 18 months after their purchase. See "CDSCs on
             Class A Shares" below.

- -------------------------------------------------------------------------------
California
and New
York
Intermediate
Municipal
Bond
Funds
                                    Initial Sales Charge      Initial Sales Charge
            Amount of               as % of Net               as % of Public
            Purchase                Amount Invested           Offering Price
            ----------------------------------------------------------------------
            $0-$49,999              3.09%                     3.00%
            ----------------------------------------------------------------------
            $50,000-$99,999         2.04%                     2.00%
            ----------------------------------------------------------------------
            $100,000-$249,999       2.01%                     1.00%
            ----------------------------------------------------------------------
            $250,000-$499,999       0.00%                     0.00%
            ----------------------------------------------------------------------

- ----------------------------------------------------------------------------------
Contingent  Unless you are eligible for a waiver, if you sell (redeem) your
Deferred    Class B or Class C shares of the Municipal Bond Fund within the
Sales       time periods specified below, you will pay a CDSC according to the
Charges     following schedules.
(CDSCs)--
Class B
and Class
C Shares

- ----------------------------------------------------------------------------------
Class B
Shares      Years Since Purchase    Percentage Contingent
            Payment was Made        Deferred Sales Charge
            ----------------------------------------------------------------------
            First                   5
            ----------------------------------------------------------------------
            Second                  4
            ----------------------------------------------------------------------
            Third                   3
            ----------------------------------------------------------------------
            Fourth                  3
            ----------------------------------------------------------------------
            Fifth                   2
            ----------------------------------------------------------------------
            Sixth                   1
            ----------------------------------------------------------------------
            Seventh                 0*
            ----------------------------------------------------------------------

            *After the seventh year, Class B shares convert into Class A shares.

- ----------------------------------------------------------------------------------
Class C
Shares      Years Since Purchase    Percentage Contingent
            Payment was Made        Deferred Sales Charge
            ----------------------------------------------------------------------
            First                   1
            ----------------------------------------------------------------------
            Thereafter              0
            ----------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
CDSCs on    Unless a waiver applies, investors who purchase $1,000,000 or more
Class A     of Class A shares of the Municipal Bond Fund (and, thus, pay no
Shares      initial sales charge) will be subject to a 1% CDSC if the shares
            are redeemed within 18 months of their purchase. The Class A CDSC
            does not apply if you are otherwise eligible to purchase Class A
            shares without an initial sales charge or are eligible for a
            waiver of the CDSC. See "Reductions and Waivers of Initial Sales
            Charges and CDSCs" below.

15 Pacific Investment Management Series
<PAGE>

- --------------------------------------------------------------------------------
How CDSCs   A CDSC is imposed on redemptions of Class B and Class C shares of
are         the Municipal Bond Fund (and where applicable, Class A shares) on
Calculated  the amount of the redemption which causes the current value of
            your account for the particular class of shares of a Fund to fall
            below the total dollar amount of your purchase payments subject to
            the CDSC. However, 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 your account above the amount of the
            purchase payments subject to the CDSC. CDSCs are deducted from the
            proceeds of your redemption, not from amounts remaining in your
            account. 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 for the particular class of shares in
            your account (from which a redemption or exchange has not already
            been effected).

              For instance, the following example illustrates the operation of
            the Class B CDSC:

              .  Assume that an individual opens an account and makes a
                 purchase payment of $10,000 for Class B 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 5%, the Class B CDSC would be $100.

             In determining whether an amount is available for redemption
            without incurring a CDSC, the purchase payments made for all
            shares of a particular class of a Fund in the shareholder's
            account are aggregated, and the current value of all such shares
            is aggregated.

- --------------------------------------------------------------------------------
Reductions  The initial sales charges on Class A shares and the CDSCs on Class
and         A, Class B and Class C shares may be reduced or waived under
Waivers     certain purchase arrangements and for certain categories of
of          investors. Please see the Guide for details. The Guide is
Initial     available free of charge from the Distributor. See "How to Buy and
Sales       Sell Shares--PIMCO Funds Shareholders Guide" below.
Charges
and CDSCs

- --------------------------------------------------------------------------------
Distribu-   The Funds pay fees to the Distributor on an ongoing basis as
tion and    compensation for the services the Distributor renders and the
Servicing   expenses it bears in connection with the sale and distribution of
(12b-1)     Fund shares ("distribution fees") and/or in connection with
Plans       personal services rendered to Fund shareholders and the
            maintenance of shareholder accounts ("servicing fees"). These
            payments are made pursuant to Distribution and Servicing Plans
            ("12b-1 Plans") adopted by each Fund pursuant to Rule 12b-1 under
            the Investment Company Act of 1940.

             There is a separate 12b-1 Plan for each class of shares offered
            in this Prospectus. Class A shares pay only servicing fees. Class
            B and Class C shares pay both distribution and servicing fees. The
            following lists the maximum annual rates at which the distribution
            and/or servicing fees may be paid under each 12b-1 Plan
            (calculated as a percentage of each Fund's average daily net
            assets attributable to the particular class of shares):

<TABLE>
            <S>                               <C>                                 <C>
                                              Servicing                           Distribution
            Class A                           Fee                                 Fee
            ----------------------------------------------------------------------------------
            All Funds                         0.25%                               0.00%
            ----------------------------------------------------------------------------------
            Class B
            ----------------------------------------------------------------------------------
            Municipal Bond Fund               0.25%                               0.75%
            ----------------------------------------------------------------------------------
            Class C
            ----------------------------------------------------------------------------------
            Municipal Bond Fund               0.25%                               0.50%
            ----------------------------------------------------------------------------------
</TABLE>

             Because 12b-1 fees are paid out of a Fund's assets on an ongoing
            basis, over time these fees will increase the cost of your
            investment and may cost you more than sales charges which are
            deducted at the time of investment. Therefore, although Class B
            and Class C shares do not pay initial sales charges, the
            distribution fees payable on Class B and Class C shares may, over
            time, cost you more than the initial sales charge imposed on Class
            A shares. Also, because Class B shares convert into Class A shares
            after they have been held for seven years and are not subject to
            distribution fees after the conversion, an investment in Class C
            shares may cost you more over time than an investment in Class B
            shares.

                                                                 Prospectus 16
<PAGE>

            How Fund Shares Are Priced

            The net asset value ("NAV") of a Fund's Class A, Class B and Class
            C shares is determined by dividing the total value of a Fund's
            portfolio investments and other assets attributable to that class,
            less any liabilities, by the total number of shares outstanding of
            that class.

             For purposes of calculating NAV, portfolio securities and other
            assets for which market quotes are available are stated at market
            value. Market value is generally determined on the basis of last
            reported sales prices, or if no sales are reported, based on
            quotes obtained from a quotation reporting system, established
            market makers, or pricing services. Certain securities or
            investments for which daily market quotations are not readily
            available may be valued, pursuant to guidelines established by the
            Board of Trustees, with reference to other securities or indices.
            Short-term investments having a maturity of 60 days or less are
            generally valued at amortized cost. Exchange traded options,
            futures and options on futures are valued at the settlement price
            determined by the exchange. Other securities for which market
            quotes are not readily available are valued at fair value as
            determined in good faith by the Board of Trustees or persons
            acting at their direction.

             Fund shares are valued at the close of regular trading (normally
            4:00 p.m., Eastern time) (the "NYSE Close") on each day that the
            New York Stock Exchange is open. For purposes of calculating the
            NAV, the Funds normally use pricing data for domestic equity
            securities received shortly after the NYSE Close and do not
            normally take into account trading, clearances or settlements that
            take place after the NYSE Close. Domestic fixed income and foreign
            securities are normally priced using data reflecting the earlier
            closing of the principal markets for those securities. Information
            that becomes known to the Funds or its agents after the NAV has
            been calculated on a particular day will not generally be used to
            retroactively adjust the price of a security or the NAV determined
            earlier that day.

             In unusual circumstances, instead of valuing securities in the
            usual manner, the Funds may value securities at fair value or
            estimate their value as determined in good faith by the Board of
            Trustees, generally based upon recommendations provided by PIMCO.
            Fair valuation may also be used if extraordinary events occur
            after the close of the relevant market but prior to the NYSE
            Close.

            How to Buy and Sell Shares

            The following section provides basic information about how to buy,
            sell (redeem) and exchange shares of the Funds.

PIMCO       More detailed information about the Trust's purchase, sale and
Funds       exchange arrangements for Fund shares is provided in the PIMCO
Share-      Funds Shareholders Guide, which is included in the Statement of
holders     Additional Information and can be obtained free of charge from the
Guide       Distributor by written request or by calling 1-800-426-0107. The
            Guide provides technical information about the basic arrangements
            described below and also describes special purchase, sale and
            exchange features and programs offered by the Trust, including:

              .  Automated telephone and wire transfer procedures
              .  Automatic purchase, exchange and withdrawal programs
              .  Programs that establish a link from your Fund account to your
                 bank account
              .  Special arrangements for tax-qualified retirement plans
              .  Investment programs which allow you to reduce or eliminate
                 the initial sales charges on Class A shares

Calculation When you buy shares of the Funds, you pay a price equal to the NAV
of Share    of the shares, plus any applicable sales charge. When you sell
Price and   (redeem) shares, you receive an amount equal to the NAV of the
Redemption  shares, minus any applicable CDSC. NAVs are determined at the
Payments    close of regular trading (normally, 4:00 p.m. Eastern time) on
            each day the New York Stock Exchange is open. See "How Fund Shares
            Are Priced" above for details. Generally, purchase and redemption
            orders for Fund shares are processed at the NAV next calculated
            after your order is received by the Distributor. There are certain
            exceptions where an order is received by a broker or dealer prior
            to the close of regular trading on the New York Stock Exchange and
            then transmitted to the Distributor after the NAV has been
            calculated for that day (in which case the order may be processed
            according to that day's NAV). Please see the Guide for details.

             The Trust does not calculate NAVs or process orders on days when
            the New York Stock Exchange is closed. If your purchase or
            redemption order is received by the Distributor on a day when the
            New York Stock Exchange is closed, it will be processed on the
            next succeeding day when the New York Stock Exchange is open
            (according to the succeeding day's NAV).


17  Pacific Investment Management Series

<PAGE>

Buying      You can buy Class A, Class B or Class C shares of the Funds in the
Shares      following ways:

              .  Through your broker, dealer or other financial intermediary.
                 Your broker, dealer or other intermediary may establish
                 higher minimum investment requirements than the Trust and may
                 also independently charge you transaction fees and additional
                 amounts (which may vary) in return for its services, which
                 will reduce your return. Shares you purchase through your
                 broker, dealer or other intermediary will normally be held in
                 your account with that firm.

              .  Directly from the Trust. To make direct investments, you must
                 open an account with the Distributor and send payment for
                 your shares either by mail or through a variety of other
                 purchase options and plans offered by the Trust.

             If you wish to invest directly by mail, please send a check
            payable to PIMCO Funds Distributors LLC, along with a completed
            application form to:

                PIMCO Funds Distributors LLC
                P.O. Box 9688
                Providence, RI 02940-0926

             The Trust accepts all purchases by mail subject to collection of
            checks at full value and conversion into federal funds. You may
            make subsequent purchases by mailing a check to the address above
            with a letter describing the investment or with the additional
            investment portion of a confirmation statement. Checks for
            subsequent purchases should be payable to PIMCO Funds Distributors
            LLC and should clearly indicate your account number. Please call
            the Distributor at 1-800-426-0107 if you have any questions
            regarding purchases by mail.

             The Guide describes a number of additional ways you can make
            direct investments, including through the PIMCO Funds Auto-Invest
            and PIMCO Funds Fund Link programs. You can obtain a Guide free of
            charge from the Distributor by written request or by calling 1-
            800-426-0107. See "PIMCO Funds Shareholders Guide" above.

             The Distributor, in its sole discretion, may accept or reject any
            order for purchase of Fund shares. No share certificates will be
            issued unless specifically requested in writing.

             Investment Minimums. The following investment minimums apply for
            purchases of Class A, Class B and Class C shares.



<TABLE>              Initial Investment                 Subsequent Investments
<CAPTION>            ------------------                 ----------------------
                     <S>                                <C>
                     $2,500 per Fund                        $100 per Fund


</TABLE>     Lower minimums may apply for certain categories of investors,
            including certain tax-qualified retirement plans, and for special
            investment programs and plans offered by the Trust, such as the
            PIMCO Funds Auto-Invest and PIMCO Funds Fund Link programs. Please
            see the Guide for details.

Small       Because of the disproportionately high costs of servicing accounts
Account     with low balances, if you have a direct account with the
Fee         Distributor, you will be charged a fee at the annual rate of $16
            if your account balance for any Fund falls below a minimum level
            of $2,500. However, you will not be charged this fee if the
            aggregate value of all of your PIMCO Funds accounts is at least
            $50,000. Any applicable small account fee will be deducted
            automatically from your below-minimum Fund account in quarterly
            installments and paid to the Administrator. Each Fund account will
            normally be valued, and any deduction taken, during the last five
            business days of each calendar quarter. Lower minimum balance
            requirements and waivers of the small account fee apply for
            certain categories of investors. Please see the Guide for details.

Minimum     Due to the relatively high cost to the Funds of maintaining small
Account     accounts, you are asked to maintain an account balance in each
Size        Fund in which you invest of at least the minimum investment
            necessary to open the particular type of account. If your balance
            for any Fund remains below the minimum for three months or longer,
            the Administrator has the right (except in the case of employer-
            sponsored retirement accounts) to redeem your remaining shares and
            close that Fund account after giving you 60 days to increase your
            balance. Your Fund account will not be liquidated if the reduction
            in size is due solely to a decline in market value of your Fund
            shares or if the aggregate value of all your PIMCO Funds accounts
            exceeds $50,000.

Exchanging  You may exchange your Class A, Class B or Class C shares of any
Shares      Fund for the same Class of shares of any other Fund or of a series
            of PIMCO Funds: Pacific Investment Management Series or PIMCO
            Funds: Multi-Manager Series. Shares are exchanged on the basis of
            their respective NAVs next


                                                                   Prospectus 18

<PAGE>

            calculated after your exchange order is received by the
            Distributor. Currently, the Trust does not charge any exchange
            fees or charges. Exchanges are subject to the $2,500 minimum
            initial purchase requirements for each Fund, except with respect
            to tax-qualified programs and exchanges effected through the PIMCO
            Funds Auto-Exchange plan. If you maintain your account with the
            Distributor, you may exchange shares by completing a written
            exchange request and sending it to PIMCO Funds Distributors LLC,
            P.O. Box 9688, Providence, RI 02940-0926. You can get an exchange
            form by calling the Distributor at 1-800-426-0107.

             The Trust reserves the right to refuse exchange purchase if, in
            the judgment of PIMCO, the purchase would adversely affect a Fund
            and its shareholders. In particular, a pattern of exchanges
            characteristic of "market-timing" strategies may be deemed by
            PIMCO to be detrimental to the Trust or a particular Fund.
            Currently, the Trust limits the number of "round trip" exchanges
            an investor may make. An investor makes a "round trip" exchange
            when the investor purchases shares of a particular Fund,
            subsequently exchanges those shares for shares of a different
            PIMCO Fund and then exchanges back into the originally purchased
            Fund. The Trust has the right to refuse any exchange for any
            investor who completes (by making the exchange back into the
            shares of the originally purchased Fund) more than six round trip
            exchanges in any twelve-month period. Although the Trust has no
            current intention of terminating or modifying the exchange
            privilege other than as set forth in the preceding sentence, it
            reserves the right to do so at any time. Except as otherwise
            permitted by the Securities and Exchange Commission, the Trust
            will give you 60 days' advance notice if it exercises its right to
            terminate or materially modify the exchange privilege. The Guide
            provides more detailed information about the exchange privilege,
            including the procedures you must follow and additional exchange
            options. You can obtain a Guide free of charge from the
            Distributor by written request or by calling 1-800-426-0107. See
            "PIMCO Funds Shareholders' Guide" above.

Selling     You can sell (redeem) Class A, Class B or Class C shares of the
Shares      Funds in the following ways:

              . Through your broker, dealer or other financial intermediary.
            Your broker, dealer or other intermediary may independently
            charge you transaction fees and additional amounts in return for
            its services, which will reduce your return.

              . Directly from the Trust by Written Request. To redeem shares
            directly from the Trust by written request (whether or not the
            shares are represented by certificates), you must send the
            following items to the Trust's Transfer Agent, First Data Investor
            Services Group, Inc., P.O. Box 9688, Providence, RI 02940-0926:

              (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" below;

              (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, requested
            by and payable to all shareholders of record for the account, and
            to be sent to the address of record for that account. To avoid
            delay in redemption or transfer, if you have any questions about
            these requirements you should contact the Transfer Agent in
            writing or call 1-800-426-0107 before submitting a request.
            Written redemption or transfer requests will not be honored until
            all required documents in the proper form have been received by
            the Transfer Agent. You cannot redeem your shares by written
            request if they are held in broker "street name" accounts--you
            must redeem through your broker.

             If the proceeds of your redemption (i) are to be paid to a person
            other than the record owner, (ii) are to be sent to an address
            other than the address of the account on the Transfer Agent's
            records, and/or (iii) 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 under "Signature Guarantee" below.
            The Distributor may, however, waive the signature guarantee

19  Pacific Investment Management Series
<PAGE>

            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.

             The Guide describes a number of additional ways you can redeem
            your shares, including:

                . Telephone requests to the Transfer Agent
                . PIMCO Funds Automated Telephone System (ATS)
                . Expedited wire transfers
                . Automatic Withdrawal Plan
                . PIMCO Funds Fund Link

             Unless you specifically elect otherwise, your initial account
            application permits you to redeem shares by telephone subject to
            certain requirements. To be eligible for ATS, expedited wire
            transfer, Automatic Withdrawal Plan, and Fund Link privileges, you
            must specifically elect the particular option on your account
            application and satisfy certain other requirements. The Guide
            describes each of these options and provides additional
            information about selling shares. You can obtain an Guide free of
            charge from the Distributor by written request or by calling 1-
            800-426-0107.

             Other than an applicable CDSC, you will not pay any special fees
            or charges to the Trust or the Distributor when you sell your
            shares. However, if you sell your shares through your broker,
            dealer or other financial intermediary, that firm may charge you a
            commission or other fee for processing your redemption request.

             Redemptions of Fund shares may be suspended when trading on the
            New York Stock 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 as permitted by the Securities and
            Exchange Commission for the protection of investors.

Timing of   Redemption proceeds will normally be mailed to the redeeming
Redemption  shareholder within seven calendar days or, in the case of wire
Payments    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. Under unusual circumstances, the Trust
            may delay your redemption payments for more than seven days, as
            permitted by law.

Redemptions The Trust will redeem shares of each Fund solely in cash up to the
In Kind     lesser of $250,000 or 1% of the Fund's net assets during any 90-
            day period for any one shareholder. In consideration of the best
            interests of the remaining shareholders, the Trust may pay any
            redemption proceeds exceeding this amount in whole or in part by a
            distribution in kind of securities held by a Fund in lieu of cash.
            It is highly unlikely that your shares would ever be redeemed in
            kind. If your shares are redeemed in kind, you should expect to
            incur transaction costs upon the disposition of the securities
            received in the distribution.

Certifi-    If you are redeeming shares for which certificates have been
cated       issued, the certificates must be mailed to or deposited with the
Shares      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" below. The
            Trust may request further documentation from institutions or
            fiduciary accounts, such as corporations, custodians (e.g., under
            the Uniform Gifts to Minors Act), executors, administrators,
            trustees or guardians. Your redemption request and stock power
            must be signed exactly as the account is registered, including
            indication of any special capacity of the registered owner.

Signature   When a signature guarantee is called for, you should have
Guarantee   "Signature Guaranteed" stamped under your 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.


                                                                   Prospectus 20

<PAGE>

            Fund Distributions

            Each Fund distributes substantially all of its net investment
            income to shareholders in the form of dividends. You begin earning
            dividends on Fund shares the day after the Trust receives your
            purchase payment. Dividends paid by each Fund with respect to each
            class of shares are calculated in the same manner and at the same
            time, but 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 fees applicable to Class B and Class C shares. The
            Funds intend to declare daily and distribute dividends monthly to
            shareholders of record.

             In addition, each Fund distributes any net capital gains it earns
            from the sale of portfolio securities to shareholders no less
            frequently than annually. Net short-term capital gains may be paid
            more frequently.

             You can choose from the following distribution options:

              . Reinvest all distributions in additional shares of the same
                class of your Fund at NAV. This will be done unless you elect
                another option.
              . Invest all distributions in shares of the same class of any
                other Fund or another series of PIMCO Funds: Pacific
                Investment Management Series or PIMCO Funds: Multi-Manager
                Series which offers that class at NAV. You must have an
                account existing in the Fund or series selected for investment
                with the identical registered name. You must elect this option
                on your account application or by a telephone request to the
                Transfer Agent at 1-800-426-0107.
              . Receive all distributions in cash (either paid directly to you
                or credited to your account with your broker or other
                financial intermediary. You must elect this option on your
                account application or by a telephone request to the Transfer
                Agent at 1-800-426-0107.

             You do not pay any sales charges on shares you receive through
            the reinvestment of Fund distributions.

             If you elect to receive Fund distributions in cash and the postal
            or other delivery service is unable to deliver checks to your
            address of record, the Trust's Transfer Agent will hold the
            returned check for your benefit in a non-interest bearing account.

            Tax Consequences

            The following Information is meant as a general summary for U.S.
            taxpayers. Please see the SAI for additional information. You
            should rely on your own tax adviser for advice about the
            particular federal, state and local tax consequences to you of
            investing in each Fund.

             Each Fund will distribute substantially all of its income and
            gains to its shareholders every year, and shareholders will be
            taxed on distributions they receive unless the distribution is
            derived from tax-exempt income and is designated as an "exempt-
            interest dividend." If a Fund declares a dividend in October,
            November or December but pays it in January, you may be taxed on
            the dividend as if you received it in the previous year.

            . Dividends paid to shareholders of each Fund and derived from
            Municipal Bond interest are expected to be designated by each Fund
            as "exempt-interest dividends" and shareholders may generally
            exclude such dividends from gross income for federal income tax
            purposes. The federal tax exemption for "exempt-interest
            dividends" from Municipal Bonds does not necessarily result in the
            exemption of such dividends from state and local taxes although
            the California Intermediate Municipal Bond Fund and the New York
            Intermediate Municipal Bond Fund intend to arrange their affairs
            so that a portion of such distributions will be exempt from state
            taxes in the respective state. Each Fund may invest a portion of
            its assets in securities that generate income that is not exempt
            from federal or state income tax. Dividends derived from taxable
            interest or capital gains will be subject to federal income tax.
            If a Fund invests in "private activity bonds," certain
            shareholders may become subject to alternative minimum tax on the
            part of the Fund's distributions derived from interest on such
            bonds.

            . If you are subject to U.S. federal income tax, you will be
            subject to tax on Fund distributions derived from taxable interest
            or capital gains whether you received them in cash or reinvested
            them in additional shares of the Funds. For federal income tax
            purposes, Fund distributions that are taxable will be taxable to
            you as either ordinary income or capital gains. Ordinary taxable
            Fund dividends (i.e., distributions of investment income) are
            taxable to you as ordinary income. If the Fund designates a
            dividend as a capital gain distribution, you will pay tax on that
            dividend at the long-term capital gains

21 Pacific Investment Management Series
<PAGE>

            tax rate, no matter how long you have held your Fund shares.
            Distributions of gains from investments that the Fund owned for 12
            months or less will generally be taxable to you as ordinary
            income.

             Taxable Fund distributions are taxable to you even if they are
            paid from income or gains earned by a Fund prior to your
            investment and thus were included in the price you paid for your
            shares. For example, if you purchase shares on or just before the
            record date of a Fund distribution, you will pay full price for
            the shares and may receive a portion of your investment back as a
            taxable distribution.

             You will generally have a taxable capital gain or loss if you
            dispose of your Fund shares by redemption, exchange or sale. The
            amount of the gain or loss and the rate of tax will depend
            primarily upon how much you pay for the shares, how much you sell
            them for, and how long you hold them. When you exchange shares of
            a Fund for shares of another series, the transaction will be
            treated as a sale of the Fund shares for these purposes, and any
            gain on those shares will generally be subject to federal income
            tax. The Fund will send you a tax report each year. The report
            will tell you which dividends and redemptions must be treated as
            taxable ordinary income and which are short-term or long-term
            capital gains.

             The Funds seek to produce income that is generally exempt from
            U.S. income tax and will not benefit investors in tax-sheltered
            retirement plans or individuals not subject to U.S. income tax.
            Further, the California and New York Intermediate Municipal Bond
            Funds seek to produce income that is generally exempt from the
            relevant state's income tax and will not benefit individuals that
            are not subject to that state's income tax.

             This section relates only to federal income tax; the consequences
            under other tax laws may differ. Shareholders should consult their
            tax advisers as to the possible application of foreign, state and
            local income tax laws to Fund dividends and capital distributions.
            Please see the Statement of Additional Information for additional
            information regarding the tax aspects of investing in the Funds.

            Characteristics and Risks of Securities and Investment Techniques

            This section provides additional information about some of the
            principal investments and related risks of the Funds described
            under "Summary Information" above. It also describes
            characteristics and risks of additional securities and investment
            techniques that may be used by the Funds from time to time. Most
            of these securities and investment techniques are discretionary,
            which means that PIMCO can decide whether to use them or not. This
            Prospectus does not attempt to disclose all of the various types
            of securities and investment techniques that may be used by the
            Funds. As with any mutual fund, investors in the Funds rely on the
            professional investment judgment and skill of PIMCO and the
            individual portfolio managers. Please see "Investment Objectives
            and Policies" in the Statement of Additional Information for more
            detailed information about the securities and investment
            techniques described in this section and about other strategies
            and techniques that may be used by the Funds.

Securities  In selecting securities for a Fund, PIMCO develops an outlook for
Selection   interest rates and the economy; analyzes credit and call risks,
            and uses other security selection techniques. The proportion of a
            Fund's assets committed to investment in securities with
            particular characteristics (such as quality, sector, interest rate
            or maturity) varies based on PIMCO's outlook for the U.S. economy,
            the financial markets and other factors.

             PIMCO attempts to identify areas of the bond market that are
            undervalued relative to the rest of the market. PIMCO identifies
            these areas by grouping bonds into sectors. Sophisticated
            proprietary software then assists in evaluating sectors and
            pricing specific securities. Once investment opportunities are
            identified, PIMCO will shift assets among sectors depending upon
            changes in relative valuations and credit spreads. There is no
            guarantee that PIMCO's security selection techniques will produce
            the desired results.

U.S.        U.S. Government Securities are obligations of, or guaranteed by,
Government  the U.S. Government, its agencies or instrumentalities. U.S.
Securities  Government Securities are subject to market and interest rate
            risk, and may be subject to varying degrees of credit risk. U.S.
            Government Securities include zero coupon securities, which tend
            to be subject to greater market risk than interest-paying
            securities of similar maturities.

Corporate   Corporate debt securities are subject to the risk of the issuer's
Debt        inability to meet principal and interest payments on the
Securities  obligation and may also be subject to price volatility due to such
            factors as interest



                                                                   Prospectus 22

<PAGE>

            rate sensitivity, market perception of the creditworthiness of the
            issuer and general market liquidity. When interest rates rise, the
            value of corporate debt securities can be expected to decline.
            Debt securities with longer maturities tend to be more sensitive
            to interest rate movements than those with shorter maturities.

Variable    Variable and floating rate securities provide for a periodic
and         adjustment in the interest rate paid on the obligations. Each Fund
Floating    may invest in floating rate debt instruments ("floaters") and
Rate        engage in credit spread trades. While floaters provide a certain
Securities  degree of protection against rises in interest rates, a Fund will
            participate in any declines in interest rates as well. Each Fund
            may also invest in inverse floating rate debt instruments
            ("inverse floaters"). An inverse floater may exhibit greater price
            volatility than a fixed rate obligation of similar credit quality.
            A Fund may not invest more than 5% of its assets in any
            combination of inverse floater, interest only, or principal only
            securities.

High        Securities rated lower than Baa by Moody's or lower than BBB by
Yield       S&P are sometimes referred to as "high yield" or "junk" bonds.
Securities  Investing in high yield securities involves special risks in
            addition to the risks associated with investments in higher-rated
            fixed income securities. While offering a greater potential
            opportunity for capital appreciation and higher yields, high yield
            securities typically entail greater potential price volatility and
            may be less liquid than higher-rated securities. High yield
            securities may be regarded as predominately speculative with
            respect to the issuer's continuing ability to meet principal and
            interest payments. They may also be more susceptible to real or
            perceived adverse economic and competitive industry conditions
            than higher-rated securities.

             Credit Ratings and Unrated Securities. Rating agencies are
            private services that provide ratings of the credit quality of
            fixed income securities, including convertible securities.
            Appendix A to this Prospectus describes the various ratings
            assigned to fixed income securities by Moody's and S&P. Ratings
            assigned by a rating agency are not absolute standards of credit
            quality and do not evaluate market risks. Rating agencies may fail
            to make timely changes in credit ratings and an issuer's current
            financial condition may be better or worse than a rating
            indicates. A Fund will not necessarily sell a security when its
            rating is reduced below its rating at the time of purchase. PIMCO
            does not rely solely on credit ratings, and develops its own
            analysis of issuer credit quality.

             A Fund may purchase unrated securities (which are not rated by a
            rating agency) if its portfolio manager determines that the
            security is of comparable quality to a rated security that the
            Fund may purchase. Unrated securities may be less liquid than
            comparable rated securities and involve the risk that the
            portfolio manager may not accurately evaluate the security's
            comparative credit rating. Analysis of the creditworthiness of
            issuers of high yield securities may be more complex than for
            issuers of higher-quality fixed income securities. To the extent
            that a Fund invests in high yield and/or unrated securities, the
            Fund's success in achieving its investment objective may depend
            more heavily on the portfolio manager's creditworthiness analysis
            than if the Fund invested exclusively in higher-quality and rated
            securities.

Inflation-  Inflation-indexed bonds are fixed income securities whose
Indexed     principal value is periodically adjusted according to the rate of
Bonds       inflation. If the index measuring inflation falls, the principal
            value of inflation-indexed bonds will be adjusted downward, and
            consequently the interest payable on these securities (calculated
            with respect to a smaller principal amount) will be reduced.
            Repayment of the original bond principal upon maturity (as
            adjusted for inflation) is guaranteed in the case of U.S. Treasury
            inflation-indexed bonds. For bonds that do not provide a similar
            guarantee, the adjusted principal value of the bond repaid at
            maturity may be less than the original principal. The value of
            inflation-indexed bonds is expected to change in response to
            changes in real interest rates. Real interest rates are tied to
            the relationship between nominal interest rates and the rate of
            inflation. If nominal interest rates increase at a faster rate
            than inflation, real interest rates may rise, leading to a
            decrease in value of inflation-indexed bonds. Short-term increases
            in inflation may lead to a decline in value. Any increase in the
            principal amount of an inflation-indexed bond will be considered
            taxable ordinary income, even though investors do not receive
            their principal until maturity.

Derivatives Each Fund may, but is not required to, use certain derivative
            instruments for risk management purposes or as part of its
            investment strategies. Generally, derivatives are financial
            contracts whose value depends upon, or is derived from, the value
            of an underlying asset, reference rate or index, and may relate to
            stocks, bonds, interest rates, currencies or currency exchange
            rates, commodities, and related indexes. Examples of derivative
            instruments include options contracts, futures contracts, options
            on futures contracts and swap agreements. A portfolio manager may
            decide not to employ any of these strategies and there is no
            assurance that any derivatives strategy used by a Fund will
            succeed. A

23 Pacific Investment Management Series
<PAGE>

            description of these and other derivative instruments that the
            Funds may use are described under "Investment Objectives and
            Policies" in the Statement of Additional Information.

             A Fund's use of derivative instruments involves risks different
            from, or possibly greater than, the risks associated with
            investing directly in securities and other more traditional
            investments. A description of various risks associated with
            particular derivative instruments is included in "Investment
            Objectives and Policies" in the Statement of Additional
            Information. The following provides a more general discussion of
            important risk factors relating to all derivative instruments that
            may be used by the Funds.

             Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of
            a derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit
            of observing the performance of the derivative under all possible
            market conditions.

             Credit Risk. The use of a derivative instrument involves the risk
            that a loss may be sustained as a result of the failure of another
            party to the contract (usually referred to as a "counterparty") to
            make required payments or otherwise comply with the contract's
            terms.

             Liquidity Risk. Liquidity risk exists when a particular
            derivative instrument is difficult to purchase or sell. If a
            derivative transaction is particularly large or if the relevant
            market is illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous time or price.

             Leverage Risk. Because many derivatives have a leverage
            component, adverse changes in the value or level of the underlying
            asset, reference rate or index can result in a loss substantially
            greater than the amount invested in the derivative itself. Certain
            derivatives have the potential for unlimited loss, regardless of
            the size of the initial investment. When a Fund uses derivatives
            for leverage, investments in that Fund will tend to be more
            volatile, resulting in larger gains or losses in response to
            market changes. To limit leverage risk, each Fund will segregate
            assets determined to be liquid by PIMCO in accordance with
            procedures established by the Board of Trustees (or, as permitted
            by applicable regulation, enter into certain offsetting positions)
            to cover its obligations under derivative instruments.

             Lack of Availability. Because the markets for certain derivative
            instruments (including markets located in foreign countries) are
            relatively new and still developing, suitable derivatives
            transactions may not be available in all circumstances for risk
            management or other purposes. There is no assurance that a Fund
            will engage in derivatives transactions at any time or from time
            to time. A Fund's ability to use derivatives may also be limited
            by certain regulatory and tax considerations.

             Market and Other Risks. Like most other investments, derivative
            instruments are subject to the risk that the market value of the
            instrument will change in a way detrimental to a Fund's interest.
            If a portfolio manager incorrectly forecasts the values of
            securities, currencies or interest rates or other economic factors
            in using derivatives for a Fund, the Fund might have been in a
            better position if it had not entered into the transaction at all.
            While some strategies involving derivative instruments can reduce
            the risk of loss, they can also reduce the opportunity for gain or
            even result in losses by offsetting favorable price movements in
            other Fund investments. A Fund may also have to buy or sell a
            security at a disadvantageous time or price because the Fund is
            legally required to maintain offsetting positions or asset
            coverage in connection with certain derivatives transactions.

             Other risks in using derivatives include the risk of mispricing
            or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates
            and indexes. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Fund. Also, the value of
            derivatives may not correlate perfectly, or at all, with the value
            of the assets, reference rates or indexes they are designed to
            closely track. In addition, a Fund's use of derivatives may cause
            the Fund to realize higher amounts of short-term capital gains
            (generally taxed at ordinary income tax rates) than if the Fund
            had not used such instruments.

Convertible Each Fund may invest in convertible securities. Convertible
Securities  securities are generally preferred stocks and other securities,
            including fixed income securities and warrants, that are
            convertible into or exercisable for common stock at a stated price
            or rate. The price of a convertible security will normally vary in
            some proportion to changes in the price of the underlying common
            stock because of this conversion or exercise feature. However, the
            value of a convertible security may not increase or decrease as
            rapidly as the underlying common stock. A convertible security
            will normally also provide income and is subject

                                                                   Prospectus 24
<PAGE>

            to interest rate risk. Convertible securities may be lower-rated
            securities subject to greater levels of credit risk. A Fund may be
            forced to convert a security before it would otherwise choose,
            which may have an adverse effect on the Fund's ability to achieve
            its investment objective.

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

Mortgage-   Each Fund may invest in mortgage- or other asset-backed
Related     securities. Mortgage-related securities include mortgage pass-
and Other   through securities, collateralized mortgage obligations ("CMOs"),
Asset-      commercial mortgage-backed securities, mortgage dollar rolls, CMO
Backed      residuals, stripped mortgage-backed securities ("SMBSs") and other
Securities  securities that directly or indirectly represent a participation
            in, or are secured by and payable from, mortgage loans on real
            property.

             The value of some mortgage- or asset-backed securities may be
            particularly sensitive to changes in prevailing interest rates.
            Early repayment of principal on some mortgage-related securities
            may expose a Fund to a lower rate of return upon reinvestment of
            principal. When interest rates rise, the value of a mortgage-
            related security generally will decline; however, when interest
            rates are declining, the value of mortgage-related securities with
            prepayment features may not increase as much as other fixed income
            securities. The rate of prepayments on underlying mortgages will
            affect the price and volatility of a mortgage-related security,
            and may shorten or extend the effective maturity of the security
            beyond what was anticipated at the time of purchase. If
            unanticipated rates of prepayment on underlying mortgages increase
            the effective maturity of a mortgage-related security, the
            volatility of the security can be expected to increase. The value
            of these securities may fluctuate in response to the market's
            perception of the creditworthiness of the issuers. Additionally,
            although mortgages and mortgage-related securities are generally
            supported by some form of government or private guarantee and/or
            insurance, there is no assurance that private guarantors or
            insurers will meet their obligations.

             One type of SMBS has one class receiving all of the interest from
            the mortgage assets (the interest-only, or "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 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. A Fund may not
            invest more than 5% of its assets in any combination of IO, PO, or
            inverse floater securities. The Funds may invest in other asset-
            backed securities that have been offered to investors.

Municipal   Municipal bonds are generally issued by states and local
Bonds       governments and their agencies, authorities and other
            instrumentalities. Municipal bonds are subject to interest rate,
            credit and market risk. The ability of an issuer to make payments
            could be affected by litigation, legislation or other political
            events or the bankruptcy of the issuer. Lower rated municipal
            bonds are subject to greater credit and market risk than higher
            quality municipal bonds. The types of municipal bonds in which the
            Funds may invest include municipal lease obligations. The Funds
            may also invest in securities issued by entities whose underlying
            assets are municipal bonds.

Loan        The Funds may invest in fixed- and floating-rate loans, which
Partici-    investments generally will be in the form of loan participations
pations     and assignments of portions of such loans. Participations and
and         assignments involve special types of risk, including credit risk,
Assignments interest rate risk, liquidity risk, and the risks of being a
            lender. If a Fund purchases a participation, it may only be able
            to enforce its rights through the lender, and may assume the
            credit risk of the lender in addition to the borrower.

Delayed     The Funds may also enter into, or acquire participations in,
Funding     delayed funding loans and revolving credit facilities, in which a
Loans and   lender agrees to make loans up to a maximum amount upon demand by
Revolving   the borrower during a specified term. These commitments may have
Credit      the effect of requiring a Fund to increase its investment in a
Facilities  company at a time when it might not otherwise decide to do so
            (including at a time when the company's financial condition makes
            it unlikely that such amounts will be repaid). To the extent that
            a Fund is committed to advance additional funds, it will segregate
            assets determined to be liquid by PIMCO in accordance with
            procedures established by the Board of Trustees in an amount
            sufficient to meet such commitments. Delayed funding loans and
            revolving credit facilities are subject to credit, interest rate
            and liquidity risk and the risks of being a lender.

25 Pacific Investment Management Series
<PAGE>

Loans of    For the purpose of achieving income, each Fund may lend its
Portfolio   portfolio securities to brokers, dealers, and other financial
Securities  institutions provided a number of conditions are satisfied,
            including that the loan is fully collateralized. Please see
            "Investment Objectives and Policies" in the Statement of
            Additional Information for details. When a Fund lends portfolio
            securities, its investment performance will continue to reflect
            changes in the value of the securities loaned, and the Fund will
            also receive a fee or interest on the collateral. Securities
            lending involves the risk of loss of rights in the collateral or
            delay in recovery of the collateral if the borrower fails to
            return the security loaned or becomes insolvent. A Fund may pay
            lending fees to a party arranging the loan.

Short       Each Fund may make short sales as part of its overall portfolio
Sales       management strategies or to offset a potential decline in value of
            a security. A short sale involves the sale of a security that is
            borrowed from a broker or other institution to complete the sale.
            The Funds may make short sales if the security sold short is held
            in the Fund's portfolio or if the Fund has the right to acquire
            the security without the payment of further consideration (a
            "short sale against the box"). For these purposes, a Fund may also
            hold or have the right to acquire securities which, without the
            payment of any further consideration, are convertible into or
            exchangeable for the securities sold short. Short sales expose a
            Fund to the risk that it will be required to acquire, convert or
            exchange securities to replace the borrowed securities (also known
            as "covering" the short position) at a time when the securities
            sold short have appreciated in value, thus resulting in a loss to
            the Fund. A Fund making a short sale (other than a "short sale
            against the box") must segregate assets determined to be liquid by
            PIMCO in accordance with procedures established by the Board of
            Trustees or otherwise cover its position in a permissible manner.

When-       Each Fund may purchase securities which it is eligible to purchase
Issued,     on a when-issued basis, may purchase and sell such securities for
Delayed     delayed delivery and may make contracts to purchase such
Delivery    securities for a fixed price at a future date beyond normal
and         settlement time (forward commitments). When-issued transactions,
Forward     delayed delivery purchases and forward commitments involve a risk
Commitment  of loss if the value of the securities declines prior to the
Trans-      settlement date. This risk is in addition to the risk that the
actions     Fund's other assets will decline in the value. Therefore, these
            transactions may result in a form of leverage and increase a
            Fund's overall investment exposure. Typically, no income accrues
            on securities a Fund has committed to purchase prior to the time
            delivery of the securities is made, although a Fund may earn
            income on securities it has segregated to cover these positions.

Repurchase  Each Fund may enter into repurchase agreements, in which the Fund
Agreements  purchases a security from a bank or broker-dealer and agrees to
            repurchase the security at the Fund's cost plus interest within a
            specified time. If the party agreeing to repurchase should
            default, the Fund will seek to sell the securities which it holds.
            This could involve procedural costs or delays in addition to a
            loss on the securities if their value should fall below their
            repurchase price. Repurchase agreements maturing in more than
            seven days are considered illiquid securities.

Reverse     Each Fund may enter into reverse repurchase agreements and dollar
Repurchase  rolls, subject to a Fund's limitations on borrowings. A reverse
Agreements, repurchase agreement or dollar roll involves the sale of a
Dollar      security by a Fund and its agreement to repurchase the instrument
Rolls And   at a specified time and price, and may be considered a form of
Other       borrowing for some purposes. A Fund will segregate assets
Borrowings  determined to be liquid by PIMCO in accordance with procedures
            established by the Board of Trustees or otherwise cover its
            obligations under reverse repurchase agreements, dollar rolls, and
            other borrowings. 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.
            Reverse repurchase agreements, dollar rolls and other forms of
            borrowings may create leveraging risk for a Fund.

Event-      Each Fund may invest in "event-linked bonds," which are fixed
Linked      income securities for which the return of principal and payment of
Bonds       interest is contingent on the non-occurrence of a specific
            "trigger" event, such as a hurricane, earthquake, or other
            physical or weather-related phenomenon. If a trigger event occurs,
            a Fund may lose a portion or all of its principal invested in the
            bond. Event-linked bonds often provide for an extension of
            maturity to process and audit loss claims where a trigger event
            has, or possibly has, occurred. An extension of maturity may
            increase volatility. Event-linked bonds may also expose the Fund
            to certain unanticipated risks including credit risk, adverse
            regulatory or jurisdictional interpretations, and adverse tax
            consequences. Event-linked bonds may also be subject to liquidity
            risk.

Portfolio   The length of time a Fund has held a particular security is not
Turnover    generally a consideration in investment decisions. A change in the
            securities held by a Fund is known as "portfolio turnover." Each
            Fund may engage in frequent and active trading of portfolio
            securities to achieve its investment objective, particularly
            during periods of volatile market movements. High portfolio
            turnover (e.g., over 100%)

                                                                   Prospectus 26
<PAGE>

            involves correspondingly greater expenses to a Fund, including
            brokerage commissions or dealer mark-ups and other transaction
            costs on the sale of securities and reinvestments in other
            securities. Such sales may also result in realization of taxable
            capital gains, including short-term capital gains (which are
            generally taxed at ordinary income tax rates). The trading costs
            and tax effects associated with portfolio turnover may adversely
            affect a Fund's performance.

Illiquid    Each Fund may invest up to 15% of its net assets in illiquid
Securities  securities. Certain illiquid securities may require pricing at
            fair value as determined in good faith under the supervision of
            the Board of Trustees. A portfolio manager may be subject to
            significant delays in disposing of illiquid securities, and
            transactions in illiquid securities may entail registration
            expenses and other transaction costs that are higher than those
            for transactions in liquid securities. The term "illiquid
            securities" for this purpose means securities that cannot be
            disposed of within seven days in the ordinary course of business
            at approximately the amount at which a Fund has valued the
            securities. Restricted securities, i.e., securities subject to
            legal or contractual restrictions on resale, may be illiquid.
            However, some restricted securities (such as securities issued
            pursuant to Rule 144A under the Securities Act of 1933 and certain
            commercial paper) may be treated as liquid, although they may be
            less liquid than registered securities traded on established
            secondary markets.

Investment  Each Fund may invest up to 10% of its assets in securities of
in Other    other investment companies, such as closed-end management
Investment  investment companies, or in pooled accounts or other investment
Companies   vehicles. As a shareholder of an investment company, a Fund may
            indirectly bear service and other fees which are in addition to
            the fees the Fund pays its service providers.

Year 2000   Many of the services provided to the Funds depend on the smooth
Readiness   functioning of computer systems. Many systems in use today cannot
Disclosure  distinguish between the year 1900 and the year 2000. Should any of
            the service systems fail to process information properly, this
            could have an adverse impact on the Funds' operations and services
            provided to shareholders. PIMCO has surveyed the Funds' material
            service providers and believes that, on the basis of the
            information supplied, that the service providers will not be
            materially adversely affected by the so-called "year 2000
            problem." However, there can be no assurance that the problem will
            be corrected in all respects and that the Funds' operations and
            services provided to shareholders will not be adversely affected,
            nor can there be any assurance that the year 2000 problem will not
            have an adverse effect on the entities whose securities are held
            by the Funds or on domestic or global securities markets or
            economies, generally. Accordingly, PIMCO reserves the right to
            vary, during the fourth quarter of 1999 and/or the first quarter
            of 2000, the investments of any Fund to maintain sufficient
            liquidity to satisfy actual or anticipated redemption activity.

Temporary   For temporary or defensive purposes, each fund may invest without
Defensive   limit in U.S. debt securities, including taxable and short-term
Strategies  money market securities, when PIMCO deems it appropriate to do so.
            When a Fund engages in such strategies, it may not achieve its
            investment objective.

Changes in  The investment objective of each Fund is fundamental and may not
Investment  be changed without shareholder approval. Unless otherwise stated,
Objectives  all other investment policies of the Funds may be changed by the
and         Board of Trustees without shareholder approval.
Policies


Percentage  Unless otherwise stated, all percentage limitations on Fund
Investment  investments listed in this Prospectus will apply at the time of
Limitations investment. A Fund would not violate these limitations unless an
            excess or deficiency occurs or exists immediately after and as a
            result of an investment.

Other       The Funds may invest in other types of securities and use a
Investments variety of investment techniques and strategies which are not
and         described in this Prospectus. These securities and techniques may
Techniques  subject the Funds to additional risks. Please see the Statement of
            Additional Information for additional information about the
            securities and investment techniques described in this Prospectus
            and about additional securities and techniques that may be used by
            the Funds.

27 Pacific Investment Management Series
<PAGE>

            Financial Highlights

            The financial highlights table is intended to help you understand
            the financial performance of Class A, Class B and Class C shares
            of the Municipal Bond Fund since the class of shares was first
            offered. Financial information for the California Intermediate
            Municipal Bond and New York Intermediate Municipal Bond Funds is
            not shown because shares of each Fund were not offered prior to
            August 31, 1999. Certain information reflects financial results
            for a single Fund share. The total returns in the table represent
            the rate that an investor would have earned or lost on an
            investment in a particular class of shares of the Fund, assuming
            reinvestment of all dividends and distributions. This information
            has been audited by PricewaterhouseCoopers LLP, whose report,
            along with the Fund's financial statements, are included in the
            Trust's annual report to shareholders. The annual report is
            incorporated by reference in the Statement of Additional
            Information and is available free of charge upon request from the
            Distributor.


<TABLE>
<CAPTION>
   Municipal Bond                        Class A      Class B      Class C
  ----------------------------------------------------------------------------
   Year or Period Ended................ 03/31/1999   03/31/1999   03/31/1999

   <S>                                  <C>          <C>          <C>
   Net Asset Value Beginning of
    Period.............................   $ 9.97        9.97          9.97

   Net Investment Income (Loss)........   $ 0.41 (a)    0.34 (a)      0.36 (a)

   Net Realized and Unrealized Gain
    (Loss) on Investments..............   $ 0.15 (a)    0.14 (a)      0.15 (a)

   Total Income (Loss) from Investment
    Operations.........................   $ 0.56        0.48          0.51

   Dividends from Net Investment
    Income.............................   $(0.41)      (0.33)        (0.36)

   Dividends in Excess of Net
    Investment Income..................   $ 0.00        0.00          0.00

   Distributions from Net Realized
    Capital Gains......................   $ 0.00        0.00          0.00

   Distributions in Excess of Net
    Realized Capital Gains.............   $ 0.00        0.00          0.00

   Tax Basis Return of Capital.........   $ 0.00        0.00          0.00

   Total Distributions.................   $(0.41)      (0.33)        (0.36)

   Net Asset Value End of Period.......   $10.12       10.12         10.12

   Total Return........................     5.67%       4.88          5.13

   Net Assets End of Period (000's)....   $7,020       6,070        37,913

   Ratio of Expenses to Average
    Net Assets.........................     0.86%       1.61          1.35

   Ratio of Net Investment
    Income to Average Net Assets.......     4.10        3.33          3.60

   Portfolio Turnover Rate.............       70%         70            70
</TABLE>
  -------
  (a) Per share amounts based on average number of shares outstanding during
  the period.
                                                                   Prospectus 28

<PAGE>

            Appendix A
            Description of Securities Ratings

            A Fund's investment may range in quality from securities rated in
            the lowest category in which the Fund is permitted to invest to
            securities rated in the highest category (as rated by Moody's or
            S&P or, if unrated, determined by PIMCO to be of comparable
            quality). The percentage of a Fund's assets invested in securities
            particular rating category will vary. The following terms are
            generally used to described the credit quality of fixed income
            securities:

             High Quality Debt Securities are those rated in one of the two
            highest rating categories (the highest category for commercial
            paper) or, if unrated, deemed comparable by PIMCO.

             Investment Grade Debt Securities are those rated in one of the
            four highest rating categories or, if unrated deemed comparable by
            PIMCO.

             Below Investment Grade, High Yield Securities ("Junk Bonds") are
            those rated lower than Baa by Moody's or BBB by S&P and comparable
            securities. They are considered predominantly speculative with
            respect to the issuer's ability to repay principal and interest.

             Following is a description of Moody's and S&P's rating categories
            applicable to fixed income securities.

Moody's     Corporate and Municipal Bond Ratings
Investors
Service,     Aaa: Bonds which are rated Aaa are judged to be of the best
Inc.        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 that make
            the long-term risks appear somewhat larger than with 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 that 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 a
            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.

             Moody's applies numerical modifiers, 1, 2, and 3 in each generic
            rating classified from Aa through B in its corporate bond rating
            system. The modifier 1 indicates that the security ranks in the
            higher end of its generic rating category; the modifier 2
            indicates a mid-range ranking; and the modifier 3 indicates that
            the issue ranks in the lower end of its generic rating category.

            Corporate Short-Term Debt Ratings

            Moody's short-term debt ratings are opinions of the ability of
            issuers to repay punctually senior debt obligations which have an
            original maturity not exceeding one year. Obligations relying upon
            support mechanisms such as letters of credit and bonds of
            indemnity are excluded unless explicitly rated.

A-1 Pacific Investment Management Series
<PAGE>

             Moody's employes the following three designations, all judged to
            be investment grade, to indicate the relative repayment ability of
            rated issuers:

             PRIME-1: Issuers rated Prime-1 (or supporting institutions) have
            a superior ability for repayment of senior short-term debt
            obligations. Prime-1 repayment ability will often be evidenced by
            many of the following characteristics: leading market positions in
            well-established industries; high rates of return on funds
            employed; conservative capitalization structure with moderate
            reliance on debt and ample asset protection; broad margins in
            earnings coverage of fixed financial charges and high internal
            cash generation; and 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 ability 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.

             NOT PRIME: Issuers rated Not Prime do not fall within any of the
            Prime rating categories.

            Short-Term Municipal Bond Ratings

            There are four rating categories for short-term municipal bonds
            that define an investment grade situation, which are listed below.
            In the case of variable rate demand obligations (VRDOs), a two-
            component rating is assigned. The first element represents an
            evaluation of the degree of risk associated with scheduled
            principal and interest payments, and the other represents an
            evaluation of the degree of risk associated with the demand
            feature. The short-term rating assigned to the demand feature of
            VRDOs is designated as VMIG. When either the long- or short-term
            aspect of a VRDO is not rated, that piece is designated NR, e.g.,
            Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of
            the obligation while VMIG rating expiration will be a function of
            each issue's specific structural or credit features.

             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.

             MIG 3/VMIG 3: This designation denotes favorable quality. All
            security elements are accounted for but there is lacking the
            undeniable strength of the preceding grades. Liquidity and cash
            flow protection may be narrow and market access for refinancing is
            likely to be less well established.

             MIG 4/VMIG 4: This designation denotes adequate quality.
            Protection commonly regarded as required of an investment security
            is present and although not distinctly or predominantly
            speculative, there is specific risk.

             SG: This designation denotes speculative quality. Debt
            instruments in this category lack margins of protection.

Standard    Corporate and Municipal Bond Ratings
& Poor's
Ratings     Investment Grade
Services     AAA: Debt rated AAA has the highest rating assigned by S&P.
            Capacity to pay interest and repay principal is extremely strong.

             AA: Debt rated AA has a very strong capacity to pay interest and
            repay principal and differs from the highest rated issues only in
            small degree.

             A: Debt rated A has a strong capacity to pay interest and repay
            principal although it is somewhat more susceptible to the adverse
            effects of changes in circumstances and economic conditions than
            debt in higher rated categories.

             BBB: Debt rated BBB is 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 to pay interest and repay principal for debt in this
            category than in higher-rated categories.

            Speculative Grade
            Debt rated BB, B, CCC, CC, and C is regarded as having
            predominantly speculative characteristics with respect to capacity
            to pay interest and repay principal. BB indicates the least degree
            of speculation and C the highest. While such debt will likely have
            some quality and protective characteristics, these are outweighed
            by large uncertainties or major exposures to adverse conditions.

                                                                 Prospectus A-2
<PAGE>

             BB: Debt rated BB has less near-term vulnerability to default
            than other speculative issues. However, it faces major ongoing
            uncertainties or exposure to adverse business, financial, or
            economic conditions which could lead to inadequate capacity to
            meet timely interest and principal payments. The BB rating
            category is also used for debt subordinated to senior debt that is
            assigned an actual or implied BBB- rating.

             B: Debt rated B has a greater vulnerability to default but
            currently has the capacity to meet interest payments and principal
            repayments. Adverse business, financial, or economic conditions
            will likely impair capacity or willingness to pay interest and
            repay principal. The B rating category is also used for debt
            subordinated to senior debt that is assigned an actual or implied
            BB or BB- rating.

             CCC: Debt rated CCC has a currently identifiable vulnerability to
            default and is 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, it is 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 is typically applied to debt subordinated to
            senior debt that is assigned an actual or implied CCC rating.

             C: The rating C is typically applied to debt subordinated to
            senior debt that 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.

             CI: The rating CI is reserved for income bonds on which no
            interest is being paid.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period. The D rating will also be used upon the filing of a
            bankruptcy petition if debt service payments are jeopardized.

             Plus (+) or Minus (-): The ratings from AA to CCC may be modified
            by the addition of a plus or minus sign to show relative standing
            within the major rating categories.

             Provisional ratings: The letter "p" indicates that the rating is
            provisional. A provisional rating assumes the successful
            completion of the project being financed by the debt being rated
            and indicates that payment of debt service requirements is largely
            or entirely dependent upon the successful and timely completion of
            the project. This rating, however, while addressing credit quality
            subsequent to completion of the project, makes no comment on the
            likelihood of, or the risk of default upon failure of, such
            completion. The investor should exercise his own judgment with
            respect to such likelihood and risk.

             r: The "r" is attached to highlight derivative, hybrid, and
            certain other obligations that S&P believes may experience high
            volatility or high variability in expected returns due to non-
            credit risks. Examples of such obligations are: securities whose
            principal or interest return is indexed to equities, commodities,
            or currencies; certain swaps and options; and interest only and
            principal only mortgage securities.

             The absence of an "r" symbol should not be taken as an indication
            that an obligation will exhibit no volatility or variability in
            total return.

             N.R.: Not rated.

             Debt obligations of issuers outside the United States and its
            territories are rated on the same basis as domestic corporate and
            municipal issues. The ratings measure the creditworthiness of the
            obligor but do not take into account currency exchange and related
            uncertainties.

Commercial  An S&P commercial paper rating is a current assessment of the
Paper       likelihood of timely payment of debt having an original maturity
Rating      of no more than 365 days. Ratings are graded into several
Definitions categories, ranging from A for the highest quality obligations to
            D for the lowest. These categories are as follows:

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

             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.

             B: Issues rated B are regarded as having only speculative
            capacity for timely payment.

             C: This rating is assigned to short-term debt obligations with a
            doubtful capacity for payment.

             D: Debt rated D is in payment default. The D rating category is
            used when interest payments or principal payments are not made on
            the date due, even if the applicable grace period has not expired,
            unless S&P believes that such payments will be made during such
            grace period.

A-3 Pacific Investment Management Series
<PAGE>

             A commercial paper rating is not a recommendation to purchase,
            sell or hold a security inasmuch as it does not comment as to
            market price or suitability for a particular investor. The ratings
            are based on current information furnished to S&P by the issuer or
            obtained from other sources it considers reliable. S&P does not
            perform an audit in connection with any rating and may, on
            occasion, rely on unaudited financial information. The ratings may
            be changed, suspended, or withdrawn as a result of changes in or
            unavailability of such information.

                                                                  Prospectus A-4
<PAGE>

            PIMCO Funds: Pacific Investment Management Series

            The Trust's Statement of Additional Information ("SAI") includes
            additional information about the Funds. The SAI is incorporated by
            reference into this Prospectus, which means it is part of this
            Prospectus for legal purposes.

            The SAI includes the PIMCO Funds Shareholders Guide for Class A, B
            and C Shares, a separate booklet which contains more detailed
            information about Fund purchase, redemption and exchange options
            and procedures and other information about the Funds. You can get
            a free copy of the Guide together with or separately from the rest
            of the SAI.

            You may get free copies of the SAI, request other information
            about a Fund, or make shareholder inquiries by calling the Trust
            at 1-800-426-0107, or PIMCO Infolink Audio Response Network at 1-
            800-987-4626, or by writing to:

             PIMCO Funds Pacific Investment Management Series
             840 Newport Center Drive, Suite 300
             Newport Beach, CA 92660

            You can also visit our Web site at www.pimcofunds.com for
            additional information about the Funds.

            You may review and copy information about the Trust, including its
            SAI, at the Securities and Exchange Commission's public reference
            room in Washington, D.C. You may call the Commission at 1-800-SEC-
            0330 for information about the operation of the public reference
            room. You may also access reports and other information about the
            Trust on the Commission's Web site at www.sec.gov. You may get
            copies of this information, with payment of a duplication fee, by
            writing the Public Reference Section of the Commission,
            Washington, D.C. 20549-6009. You may need to refer to the Trust's
            file number under the Investment Company Act, which is 811-5028.

            [LOGO OF PIMCO FUNDS APPEARS HERE]

            File no. 811-5028
<PAGE>

                        --------------------------------------------------------
PIMCO Funds:            INVESTMENT ADVISER AND ADMINISTRATOR
Pacific Investment
Management Series       PIMCO, 840 Newport Center Drive, Suite 300,
                        Newport Beach, CA 92660
                        --------------------------------------------------------
                        DISTRIBUTOR

                        PIMCO Funds Distributors LLC, 2187 Atlantic Street,
                        Stamford, CT 06902-6896
                        --------------------------------------------------------
                        CUSTODIAN

                        Investors Fiduciary Trust Company, 801 Pennsylvania,
                        Kansas City, MO 64105
                        --------------------------------------------------------
                        SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT

                        First Data Investor Services Group, Inc., P.O. Box 9688,
                        Providence, RI 02940
                        --------------------------------------------------------
                        INDEPENDENT ACCOUNTANTS

                        PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City,
                        MO 64105
                        --------------------------------------------------------
                        LEGAL COUNSEL

                        Dechert Price & Rhoads, 1775 Eye Street N.W.,
                        Washington, D.C. 20006-2401
                        -------------------------------------------------------
                        For further information about the PIMCO Funds, call
                        1-800-426-0107 or visit our Web site at
                        http://www.pimcofunds.com.
























                        Not part of the Prospectus



<PAGE>

                           PIMCO Funds is on the Web

                              www.pimcofunds.com

A Partial List of            Through the PIMCO Funds Web site, at
What's Available             www.pimcofunds.com, you and your financial advisor
                             have around-the-clock access to the most timely and
                             comprehensive information available on PIMCO Funds.

On-line Account                In addition, the site includes daily commentary
Access                       from our fund managers, with insights on the
                             economy and other factors affecting the stock and
Daily Share Prices           bond markets.

                                          [GRAPHIC APPEARS HERE]

Daily Manager                  And now you can access your account--securely--
Commentary                   on-line. The feature is available to shareholders
                             with direct accounts (a direct account is one where
Current and                  the shareholder receives statements directly from
Historical Fund              PIMCO Funds.)
Performance
                                          [GRAPHIC APPEARS HERE]

                               You'll find the site to be informative and
Lipper Rankings              easy-to-use. It's divided into three main sections:
                             Investment Insight, Fund Information and Resources.

Morningstar Ratings                       [GRAPHIC APPEARS HERE]

Listing of Fund              Investment Insight
Portfolio Holdings           The Investment Insight section provides an overview
                             of six of the investment management firms under the
Risk Analysis                PIMCO Advisors L.P. umbrella. You'll find an
                             explanation of each firm's investment process,
Fund Manager Bios            biographies of the investment team, manager updates
                             and more.

                                          [GRAPHIC APPEARS HERE]
Downloadable
Literature Section           Fund Information
                             In the Fund Information section you'll access
On-line Requests for         detailed profiles of all the PIMCO Funds, including
Literature by Mail           current and historical performance, Lipper rankings
                             and Morningstar ratings.

Resources for                  Additionally, we provide a summary of a fund's
Investment Professionals     portfolio--complete with risk analysis data. You
                             can also obtain daily fund share prices. Please
                             read the relevant prospectus carefully before you
                             invest in any PIMCO Fund.

                                          [GRAPHIC APPEARS HERE]

                             Resources
                             Our Resources section features a variety of useful
                             information, including:

                               an on-line document library with applications and
                             prospectuses that you can view and print

                               a literature-by-mail "catalog," so you can order
                             free materials

                               information about our convenient shareholder
                             services, such as Auto-Invest, Fund Link and our
                             24-Hour Telephone Information System

                               a listing of the features and benefits of the
                             retirement plans offered by PIMCO Funds

                               a feature--"My Portfolio"--which enables you to
                             track your portfolio (including PIMCO Funds, other
                             funds, stocks, futures and options), get detailed
                             stock quotes and more.

                             Questions?
                             We're sure you'll find the PIMCO Funds Web site to
                             be an invaluable tool. If you have any questions
                             about the site, call us at 1-800-426-0107.

                               Or, send us e-mail at
                             [email protected].

                                                               P   I   M   C   O
                                                                       F U N D S
                             Not part of the Prospectus
<PAGE>

                                 PIMCO Funds:
                     Pacific Investment Management Series

                      Statement of Additional Information

     This Statement of Additional Information is not a prospectus, and should be
read in conjunction with the prospectuses of PIMCO Funds: Pacific Investment
Management Series, as supplemented from time to time. The Trust offers up to
eight classes of shares of each of its Funds. Class A, Class B, and Class C
shares of certain Funds are offered through the "Class A, B and C Prospectus,"
Institutional Class and Administrative Class shares of certain Funds are offered
through the "Institutional Prospectus," and Class D shares of certain Funds are
offered through the "Class D Prospectus," each dated November 1, 1999, and Class
A shares of the Total Return Fund also are offered through a separate
prospectus, dated August 1, 1999, each as amended or supplemented from time to
time (collectively, the "Prospectuses"). Additionally, Class J and Class K
shares for certain Funds are offered solely to non-U.S. investors outside the
United States. This information does not constitute an offer of Class J shares
or Class K shares to any person who resides within the United States.

     Audited financial statements for the Trust, as of March 31, 1999, including
notes thereto, and the reports of PricewaterhouseCoopers LLP thereon, are
incorporated by reference from the Trust's March 31, 1999 Annual Reports.
Copies of Prospectuses, Annual or Semi-Annual Reports, and the PIMCO Funds
Shareholders' Guide for Class A, B and C Shares (the "Guide"), which is a part
of this Statement of Additional Information, may be obtained free of charge at
the addresses and telephone number(s) listed below.

                                          Class A, B and C and Class D
     Institutional Prospectus and         Prospectuses, Annual and
     Annual and Semi-Annual Reports:      Semi-Annual Reports, and the Guide:

     PIMCO Funds                          PIMCO Funds Distributors LLC
     840 Newport Center Drive             2187 Atlantic Street
     Suite 300                            Stamford, Connecticut 06902
     Newport Beach, California 92660      Telephone:  (800) 426-0107
     Telephone:  (800) 927-4648

November 1, 1999
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
THE TRUST....................................................................................................      1

INVESTMENT OBJECTIVES AND POLICIES...........................................................................      1
     Borrowing...............................................................................................      1
     Corporate Debt Securities...............................................................................      2
     Convertible Securities..................................................................................      3
     High Yield Securities ("Junk Bonds")....................................................................      3
     Variable and Floating Rate Securities...................................................................      4
     Participation on Creditors Committees...................................................................      5
     Mortgage-Related and Other Asset-Backed Securities......................................................      5
     Foreign Securities......................................................................................      9
     Foreign Currency Transactions...........................................................................     11
     Foreign Currency Exchange-Related Securities............................................................     12
     Bank Obligations........................................................................................     13
     Loan Participations.....................................................................................     14
     Delayed Funding Loans and Revolving Credit Facilities...................................................     16
     Loans of Portfolio Securities...........................................................................     16
     Short Sales.............................................................................................     16
     When-Issued, Delayed Delivery and Forward Commitment Transactions.......................................     17
     Derivative Instruments..................................................................................     17
     Inflation-Indexed Bonds.................................................................................     25
     Hybrid Instruments......................................................................................     26
     Event-Linked Bonds.......................................................................................     27
     Warrants to Purchase Securities.........................................................................     27
     Illiquid Securities.....................................................................................     27
     Municipal Bonds.........................................................................................     28
     Social Investment Policies..............................................................................     33

INVESTMENT RESTRICTIONS......................................................................................     33
     Fundamental Investment Restrictions.....................................................................     33
     Non-Fundamental Investment Restrictions.................................................................     36
     Non-Fundamental Operating Policies Relating to the Sale of Shares of PIMCO Total Return Fund in Japan...     38

MANAGEMENT OF THE TRUST......................................................................................     40
     Trustees and Officers...................................................................................     40
     Compensation Table......................................................................................     43
     Investment Adviser......................................................................................     44
     Fund Administrator......................................................................................     46

DISTRIBUTION OF TRUST SHARES.................................................................................     49
     Distributor and Multi-Class Plan........................................................................     49
     Contingent Deferred Sales Charge and Initial Sales Charge...............................................     50
</TABLE>
<PAGE>

<TABLE>
     <S>                                                                                                         <C>
     Distribution and Servicing Plans for Class A, Class B and Class C Shares................................     51
     Distribution and Administrative Services Plans for Administrative Class Shares..........................     57
     Plan for Class D Shares.................................................................................     59
     Distribution and Servicing Plan for Class J and Class K Shares..........................................     61
     Purchases, Exchanges and Redemptions....................................................................     62

PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................................................     63
     Investment Decisions and Portfolio Transactions.........................................................     63
     Brokerage and Research Services.........................................................................     64
     Portfolio Turnover......................................................................................     65

NET ASSET VALUE..............................................................................................     65

TAXATION.....................................................................................................     66
     Distributions...........................................................................................     68
     Sales of Shares.........................................................................................     68
     Backup Withholding......................................................................................     69
     Options, Futures and Forward Contracts, and Swap Agreements.............................................     69
     Short Sales.............................................................................................     70
     Passive Foreign Investment Companies....................................................................     70
     Foreign Currency Transactions...........................................................................     70
     Foreign Taxation........................................................................................     71
     Original Issue Discount and Market Discount.............................................................     71
     Non-U.S. Shareholders...................................................................................     72
     Other Taxation..........................................................................................     73

OTHER INFORMATION............................................................................................     73
     Capitalization..........................................................................................     73
     Performance Information.................................................................................     73
     Potential College Cost Table............................................................................     83
     Voting Rights...........................................................................................     86
     The Reorganization of the PIMCO Money Market and Total Return II Funds..................................    113
     The Reorganization of the PIMCO Global Bond Fund II.....................................................    113
     Code of Ethics..........................................................................................    113
     Year 2000 Readiness Disclosure..........................................................................    113
     Custodian, Transfer Agent and Dividend Disbursing Agent.................................................    114
     Independent Accountants.................................................................................    115
     Counsel.................................................................................................    115
     Registration Statement..................................................................................    115
     Financial Statements....................................................................................    115

SHAREHOLDER GUIDE FOR CLASS A, B AND C SHARES................................................................   SG-1
</TABLE>
<PAGE>

                                   THE TRUST

     PIMCO Funds (the "Trust") is an open-end management investment company
("mutual fund") currently consisting of thirty separate investment portfolios
(the "Funds"): the PIMCO Money Market Fund; the PIMCO Short-Term Fund; the PIMCO
Low Duration Fund; the PIMCO Low Duration Fund II; the PIMCO Low Duration Fund
III; the PIMCO Low Duration Mortgage Fund; the PIMCO Moderate Duration Fund; the
PIMCO Real Return Bond Fund; the PIMCO Total Return Fund; the PIMCO Total Return
Fund II; the PIMCO Total Return Fund III; the PIMCO Total Return Mortgage Fund;
the PIMCO Commercial Mortgage Securities Fund; the PIMCO High Yield Fund; the
PIMCO Long-Term U.S. Government Fund; the PIMCO Long Duration Fund; the PIMCO
Global Bond Fund; the PIMCO Global Bond Fund II; the PIMCO Foreign Bond Fund;
the PIMCO International Bond Fund; the PIMCO Emerging Markets Bond Fund; the
PIMCO Emerging Markets Bond Fund II; the PIMCO Short Duration Municipal Income
Fund; the PIMCO Municipal Bond Fund; the PIMCO California Intermediate Municipal
Bond Fund; the PIMCO New York Intermediate Municipal Bond Fund; the PIMCO
Strategic Balanced Fund; the PIMCO Convertible Bond Fund; the PIMCO StocksPLUS
Fund; and the PIMCO StocksPLUS Short Strategy Fund.  Shares of the PIMCO
International Bond Fund and PIMCO Emerging Markets Bond Fund II are offered only
to clients of PIMCO who maintain separately managed private accounts.

                       INVESTMENT OBJECTIVES AND POLICIES

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

Borrowing

     A Fund may borrow for temporary administrative purposes.  This borrowing
may be unsecured. Provisions of the Investment Company Act of 1940 ("1940 Act")
require a Fund to maintain continuous asset coverage (that is, total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of the
amount borrowed, with an exception for borrowings not in excess of 5% of the
Fund's total assets made for temporary administrative purposes.  Any borrowings
for temporary administrative purposes in excess of 5% of the Fund's total assets
must maintain continuous asset coverage.  If the 300% asset coverage should
decline as a result of market fluctuations or other reasons, a 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. As noted below, a
Fund also may enter into certain transactions, including reverse repurchase
agreements, mortgage dollar rolls, and sale-buybacks, that can be viewed as
constituting a form of borrowing or financing transaction by the Fund.  To the
extent a Fund covers its commitment under a reverse repurchase agreement (or
economically similar transaction) by the segregation of assets determined in
accordance with procedures adopted by the Trustees, equal in value to the amount
of the Fund's commitment to repurchase, such an agreement will not be considered
a "senior security" by the Fund and therefore will not be subject to the 300%
asset coverage requirement otherwise applicable to borrowings by the Funds.
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.  The PIMCO Global
Bond Fund II may not borrow in excess of 10% of the value of its total assets
and then only from banks as a temporary measure to facilitate the meeting of
redemption requests (not for leverage) or for extraordinary or emergency
purposes.
<PAGE>

     In addition to borrowing for temporary purposes, a Fund may enter into
reverse repurchase agreements, mortgage dollar rolls, and economically similar
transactions.  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.  Under a reverse repurchase agreement,
the Fund continues to receive any principal and interest payments on the
underlying security during the term of the agreement. The Fund typically will
segregate assets determined to be liquid by the Adviser in accordance with
procedures established by the Board of Trustees, equal (on a daily mark-to-
market basis) to its obligations under reverse repurchase agreements.  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 positions in reverse repurchase agreements are not covered through the
segregation of liquid assets at least equal to the amount of any forward
purchase commitment, such transactions would be subject to the Funds'
limitations on borrowings, which would restrict the aggregate of such
transactions (plus any other borrowings) to 33 1/3% (for each Fund except the
PIMCO Global Bond Fund II) of a Fund's total assets.

     A "mortgage dollar roll" is similar to a reverse repurchase agreement in
certain respects.  In a "dollar roll" transaction a Fund sells a mortgage-
related security, such as a security issued by the Government National Mortgage
Association ("GNMA"), to a dealer and simultaneously agrees to repurchase a
similar security (but not the same security) in the future at a pre-determined
price.  A "dollar roll" can be viewed, like a reverse repurchase agreement, as a
collateralized borrowing in which a 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
segregated liquid assets equal in value to the securities subject to repurchase
by the Fund.  As with reverse repurchase agreements, to the extent that
positions in dollar roll agreements are not covered by segregated liquid assets
at least equal to the amount of any forward purchase commitment, such
transactions would be subject to the Funds' limitations on borrowings.
Furthermore, because dollar roll transactions may be for terms ranging between
one and six months, dollar roll transactions may be deemed "illiquid" and
subject to a Fund's overall limitations on investments in illiquid securities.
A Fund also may effect simultaneous purchase and sale transactions that are
known as "sale-buybacks".  A sale-buyback is similar to a reverse repurchase
agreement, except that in a sale-buyback, the counterparty who purchases the
security is entitled to receive any principal or interest payments make on the
underlying security pending settlement of the Fund's repurchase of the
underlying security.  A Fund's obligations under a sale-buyback typically would
be offset by liquid assets equal in value to the amount of the Fund's forward
commitment to repurchase the subject security.

Corporate Debt Securities

     A Fund's investments in U.S. dollar or foreign currency-denominated
corporate debt securities of domestic or foreign issuers are limited to
corporate debt securities (corporate bonds, debentures, notes and other similar
corporate debt instruments, including convertible securities) which meet the
minimum ratings criteria set forth for the Fund, or, if unrated, are in the
Adviser's opinion comparable in quality to corporate debt securities in which
the Fund may invest.

     Corporate income-producing securities may include forms of preferred or
preference stock.  The rate of interest on a corporate debt security may be
fixed, floating or variable, and may vary inversely with

                                       2
<PAGE>

respect to a reference rate. The rate of return or return of principal on some
debt obligations may be linked or indexed to the level of exchange rates between
the U.S. dollar and a foreign currency or currencies. Debt securities may be
acquired with warrants attached.

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

Convertible Securities

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

     Because of the conversion feature, the price of the convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying asset, and as such is subject to risks relating to the activities of
the issuer and/or general market and economic conditions. The income component
of a convertible security may tend to cushion the security against declines in
the price of the underlying asset. However, the income component of convertible
securities causes fluctuations based upon changes in interest rates and the
credit quality of the issuer. In addition, convertible securities are often
lower-rated securities.

     A convertible security may be subject to redemption at the option of the
issuer at a predetermined price. If a convertible security held by a Fund is
called for redemption, the Fund would be required to permit the issuer to redeem
the security and convert it to underlying common stock, or would sell the
convertible security to a third party, which may have an adverse effect on the
Fund's ability to achieve its investment objective.  A Fund generally would
invest in convertible securities for their favorable price characteristics and
total return potential and would normally not exercise an option to convert.

High Yield Securities ("Junk Bonds")

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

                                       3
<PAGE>

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

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

     The use of credit ratings as the sole method of evaluating high yield
securities can involve certain risks.  For example, credit ratings evaluate the
safety of principal and interest payments, not the market value risk of high
yield securities.  Also, credit rating agencies may fail to change credit
ratings in a timely fashion to reflect events since the security was last rated.
The Adviser does not rely solely on credit ratings when selecting securities for
the Funds, and develops its own independent analysis of issuer credit quality.
If a credit rating agency changes the rating of a portfolio security held by a
Fund, the Fund may retain the portfolio security if the Adviser deems it in the
best interest of shareholders.

Variable and Floating Rate Securities

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

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

                                       4
<PAGE>

     Each Fund (except the PIMCO Money Market and Municipal Bond Funds) may also
invest in inverse floating rate debt instruments ("inverse floaters"). The
interest rate on an inverse floater resets in the opposite direction from the
market rate of interest to which the inverse floater is indexed. An inverse
floating rate security may exhibit greater price volatility than a fixed rate
obligation of similar credit quality. The Funds have adopted a policy under
which no Fund will invest more than 5% of its net assets in any combination of
inverse floater, interest only ("IO"), or principal only ("PO") securities.

Participation on Creditors Committees

     A Fund (in particular, the PIMCO High Yield 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 a Fund to expenses such as legal fees and may make a
Fund an "insider" of the issuer for purposes of the federal securities laws, and
therefore may restrict such Fund's ability to trade in or acquire additional
positions in a particular security when it might otherwise desire to do so.
Participation by a 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.  A Fund will participate on such committees only when
the Adviser believes 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 residential or
commercial mortgage loans, including mortgage loans made by savings and loan
institutions, mortgage bankers, commercial banks and others.  Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related and private organizations.  See "Mortgage Pass-Through
Securities."  Certain of the Funds may also invest in debt securities which are
secured with collateral consisting of mortgage-related securities (see
"Collateralized Mortgage Obligations"), and in other types of mortgage-related
securities.

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

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

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

                                       5
<PAGE>

pools of mortgages insured by the Federal Housing Administration (the "FHA"), or
guaranteed by the Department of Veterans Affairs (the "VA").

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

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

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

                                       6
<PAGE>

such region and, ultimately, the ability of residential homeowners to make
payments of principal and interest on the underlying mortgages.

     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, on a monthly basis.  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 semi-annually, as opposed to monthly.  The amount of principal payable on
each semiannual payment date is determined in accordance with FHLMC's mandatory
sinking fund schedule, which, in turn, is equal to approximately 100% of FHA
prepayment experience applied to the mortgage collateral pool.  All sinking fund
payments in the CMOs are allocated to the retirement of the individual classes
of bonds in the order of their stated maturities.  Payment of principal on the
mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum
sinking fund obligation for any payment date are paid to the holders of the CMOs
as additional sinking fund payments.  Because of the "pass-through" nature of
all principal payments received on the collateral pool in excess of FHLMC's
minimum sinking fund requirement, the rate at which principal of the CMOs is
actually repaid is likely to be such that each class of bonds will be retired in
advance of its scheduled maturity date.

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

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

     Commercial Mortgage-Backed Securities include securities that reflect an
interest in, and are secured by, mortgage loans on commercial real property.
The market for commercial mortgage-backed securities developed more recently and
in terms of total outstanding principal amount of issues is relatively small
compared to the market for residential single-family mortgage-backed securities.
Many of the risks of investing in commercial mortgage-backed securities reflect
the risks of investing in the real estate

                                       7
<PAGE>

securing the underlying mortgage loans. These risks reflect the effects of local
and other economic conditions on real estate markets, the ability of tenants to
make loan payments, and the ability of a property to attract and retain tenants.
Commercial mortgage-backed securities may be less liquid and exhibit greater
price volatility than other types of mortgage- or asset-backed securities.

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

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

     The cash flow generated by the mortgage assets underlying a series of CMOs
is applied first to make required payments of principal and interest on the CMOs
and second to pay the related administrative expenses of the issuer.  The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments.  Each payment of such excess
cash flow to a holder of the related CMO residual represents income and/or a
return of capital.  The amount of residual cash flow resulting from a CMO will
depend on, among other things, the characteristics of the mortgage assets, the
coupon rate of each class of CMO, prevailing interest rates, the amount of
administrative expenses and the prepayment experience on the mortgage assets.
In particular, the yield to maturity on CMO residuals is extremely sensitive to
prepayments on the related underlying mortgage assets, in the same manner as an
interest-only ("IO") class of stripped mortgage-backed securities.  See "Other
Mortgage-Related Securities--Stripped Mortgage-Backed Securities."  In addition,
if a series of a CMO includes a class that bears interest at an adjustable rate,
the yield to maturity on the related CMO residual will also be extremely
sensitive to changes in the level of the index upon which interest rate
adjustments are based.  As described below with respect to stripped mortgage-
backed securities, in certain circumstances a 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 (the "1933 Act").
CMO residuals, whether or not registered under the 1933 Act, may be subject to
certain restrictions on transferability, and may be deemed "illiquid" and
subject to a Fund's limitations on investment in illiquid 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

                                       8
<PAGE>

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 recoup some or all of
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.

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

     Consistent with a Fund's investment objectives and policies, the Adviser
also may invest in other types of asset-backed securities.

Foreign Securities

     All Funds (except the PIMCO Low Duration II, Total Return II, Long-Term
U.S. Government, Short Duration Municipal Income, Municipal Bond, California
Intermediate Municipal Bond and New York Intermediate Municipal Bond Funds) may
invest in corporate debt securities of foreign issuers (including preferred or
preference stock), certain foreign bank obligations (see "Bank Obligations") and
U.S. dollar or foreign currency-denominated obligations of foreign governments
or their subdivisions, agencies and instrumentalities, international agencies
and supranational entities.  The PIMCO Money Market, High Yield, Commercial
Mortgage Securities, Low Duration Mortgage and Total Return Mortgage Funds may
invest in securities of foreign issuers only if they are U.S. dollar-
denominated.

     Securities traded in certain emerging market countries, including the
emerging market countries in Eastern Europe, may be subject to risks in addition
to risks typically posed by international investing due to the inexperience of
financial intermediaries, the lack of modern technology, and the lack of a
sufficient capital base to expand business operations.  Additionally, former
Communist regimes of a number of Eastern European countries previously
expropriated a large amount of property, the claims on which have not been
entirely settled.  There can be no assurance that a Fund's investments in
Eastern Europe will not also be expropriated, nationalized or otherwise
confiscated.

     Each of the Fixed Income Funds (except the PIMCO Low Duration II, Total
Return II, Long-Term U.S. Government, Short Duration Municipal Income, Municipal
Bond, California Intermediate Municipal Bond and New York Intermediate Municipal
Bond Funds) may invest in Brady Bonds.  Brady Bonds are securities created
through the exchange of existing commercial bank loans to sovereign entities for
new obligations in connection with debt restructurings under a debt
restructuring plan introduced by former U.S.

                                       9
<PAGE>

Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Plan
debt restructurings have been implemented in a number of countries, including:
Argentina, Bolivia, Bulgaria, Costa Rica, the Dominican Republic, Ecuador,
Jordan, Mexico, Niger, Nigeria, the Philippines, Poland, Uruguay, and Venezuela.
In addition, Brazil has concluded a Brady-like plan. It is expected that other
countries will undertake a Brady Plan in the future, including Panama and Peru.

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

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

     Brady Bonds involve various risk factors including residual risk and the
history of defaults with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds.  There can be no assurance that Brady
Bonds in which the Funds may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause the Funds to suffer
a loss of interest or principal on any of its holdings.

     Investment in sovereign debt can involve a high degree of risk.  The
governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the principal and/or interest when due in accordance
with the terms of the debt.  A governmental entity's willingness or ability to
repay principal and interest due in a timely manner may be affected by, among
other factors, its cash flow situation, the extent of its foreign reserves, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the
governmental entity's policy toward the International Monetary Fund, and the
political constraints to which a governmental entity may be subject.
Governmental entities may also depend on expected disbursements from foreign
governments, multilateral agencies and others to reduce principal and interest
arrearages on their debt.  The commitment on the part of these governments,
agencies and others to make such disbursements may be conditioned on a
governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations.  Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt (including the Funds) may be requested to participate
in the rescheduling of such debt and to extend further loans to governmental

                                       10
<PAGE>

entities. There is no bankruptcy proceeding by which sovereign debt on which
governmental entities have defaulted may be collected in whole or in part.

     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.

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

Foreign Currency Transactions

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

     A forward involves an obligation to purchase or sell a specific currency at
a future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts may be bought or sold to protect a Fund against a possible loss
resulting from an adverse change in the relationship between foreign currencies
and the U.S. dollar or to increase exposure to a particular foreign currency.
Open positions in forwards used for non-hedging purposes will be covered by the
segregation with the Trust's custodian of assets determined to be liquid by the
Adviser in accordance with procedures established by the Board of Trustees, and
are marked to market daily.  Although forwards are intended to minimize the risk
of loss due to a decline in the value of the hedged currencies, at the same
time, they tend to limit any potential gain which might result should the value
of such currencies increase.  Forwards will be used primarily to adjust the
foreign exchange exposure of each Fund with a view to protecting the outlook,
and the Funds might be expected to enter into such contracts under the following
circumstances:

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

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

     Direct Hedge.  If the Adviser wants to a eliminate substantially all of the
risk of owning a particular currency, and/or if the Adviser thinks that a Fund
can benefit from price appreciation in a given country's bonds but does not want
to hold the currency, it may employ a direct hedge back into the U.S. dollar.
In either case, a Fund would enter into a forward contract to sell the currency
in which a portfolio security is denominated and purchase U.S. dollars at an
exchange rate established at the time it initiated the

                                       11
<PAGE>

contract. The cost of the direct hedge transaction may offset most, if not all,
of the yield advantage offered by the foreign security, but a Fund would hope to
benefit from an increase (if any) in value of the bond.

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

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

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

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

Foreign Currency Exchange-Related Securities

     Foreign currency warrants.  Foreign currency warrants such as Currency
Exchange Warrants(SM) ("CEWs(SM)") are warrants which entitle the holder to
receive from their issuer an amount of cash (generally, for warrants issued in
the United States, in U.S. dollars) which is calculated pursuant to a
predetermined formula and based on the exchange rate between a specified foreign
currency and the U.S. dollar as of the exercise date of the warrant. Foreign
currency warrants generally are exercisable upon their issuance and expire as of
a specified date and time. Foreign currency warrants have been issued in
connection with U.S. dollar-denominated debt offerings by major corporate
issuers in an attempt to reduce the foreign currency exchange risk which, from
the point of view of prospective purchasers of the securities, is inherent in
the international fixed-income marketplace. Foreign currency warrants may
attempt to reduce the foreign exchange risk assumed by purchasers of a security
by, for example, providing for a supplemental payment in the event that the U.S.
dollar depreciates against the value of a major foreign currency such as the
Japanese Yen or German Deutschmark. The formula used to determine the amount
payable upon exercise of a foreign currency warrant may make the warrant
worthless unless the applicable foreign currency exchange rate moves in a
particular direction (e.g., unless the U.S. dollar appreciates or depreciates
against the particular foreign currency to which the warrant is linked or
indexed). Foreign currency warrants are severable from the debt obligations with
which they may be offered, and may be listed on exchanges. Foreign currency
warrants may be exercisable only in certain minimum amounts, and an investor
wishing to exercise warrants who possesses less than the minimum number required
for exercise may be required either to sell the warrants or to purchase
additional warrants, thereby incurring additional transaction costs. In the case
of any exercise of warrants, there may be a time delay between the time a holder
of warrants gives instructions to exercise and the time the exchange rate
relating to exercise is determined, during which time the exchange rate could
change significantly, thereby affecting both the market and cash settlement
values of the warrants being exercised. The expiration date of the warrants may

                                       12
<PAGE>

be accelerated if the warrants should be delisted from an exchange or if their
trading should be suspended permanently, which would result in the loss of any
remaining "time value" of the warrants (i.e., the difference between the current
market value and the exercise value of the warrants), and, in the case the
warrants were "out-of-the-money," in a total loss of the purchase price of the
warrants.  Warrants are generally unsecured obligations of their issuers and are
not standardized foreign currency options issued by the Options Clearing
Corporation ("OCC").  Unlike foreign currency options issued by OCC, the terms
of foreign exchange warrants generally will not be amended in the event of
governmental or regulatory actions affecting exchange rates or in the event of
the imposition of other regulatory controls affecting the international currency
markets.  The initial public offering price of foreign currency warrants is
generally considerably in excess of the price that a commercial user of foreign
currencies might pay in the interbank market for a comparable option involving
significantly larger amounts of foreign currencies.  Foreign currency warrants
are subject to significant foreign exchange risk, including risks arising from
complex political or economic factors.

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

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

Bank Obligations

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

                                       13
<PAGE>

than 15% of its net assets (10% in the case of the PIMCO Money Market Fund)
would be invested in such deposits, repurchase agreements maturing in more than
seven days and other illiquid assets.


     The PIMCO Money Market, Low Duration Mortgage, Total Return Mortgage,
Commercial Mortgage Securities, High Yield and Long-Term U.S. Government Funds
may invest in the same types of bank obligations as the other Funds, but they
must be U.S. dollar-denominated. Subject to the Trust's limitation on
concentration of no more than 25% of its assets in the securities of issuers in
a particular industry, there is no limitation on the amount of a Fund's assets
which may be invested in obligations of foreign banks which meet the conditions
set forth herein.

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

Loan Participations

     Each Fund (except the PIMCO Municipal Bond Fund) may purchase
participations in commercial loans. Such indebtedness may be secured or
unsecured.  Loan participations typically represent direct participation in a
loan to a corporate borrower, and generally are offered by banks or other
financial institutions or lending syndicates.  The Funds may participate in such
syndications, or can buy part of a loan, becoming a part lender.  When
purchasing loan participations, a Fund assumes the credit risk associated with
the corporate borrower and may assume the credit risk associated with an
interposed bank or other financial intermediary.  The participation interests in
which a Fund intends to invest may not be rated by any nationally recognized
rating service.

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

                                       14
<PAGE>

borrower, the Fund may have to rely on the agent bank or other financial
intermediary to apply appropriate credit remedies against a corporate borrower.

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

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

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

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

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

     Investments in loans through a direct assignment of the financial
institution's interests with respect to the loan may involve additional risks to
the Funds.  For example, if a loan is foreclosed, a Fund could become part owner
of any collateral, and would bear the costs and liabilities associated with
owning and

                                       15
<PAGE>

disposing of the collateral. In addition, it is conceivable that under emerging
legal theories of lender liability, a Fund could be held liable as co-lender. It
is unclear whether loans and other forms of direct indebtedness offer securities
law protections against fraud and misrepresentation. In the absence of
definitive regulatory guidance, the Funds rely on the Adviser's research in an
attempt to avoid situations where fraud or misrepresentation could adversely
affect the Funds.

Delayed Funding Loans and Revolving Credit Facilities

     The Funds (except the PIMCO Money Market and Municipal Bond Funds) may
enter into, or acquire participations in, delayed funding loans and revolving
credit facilities. Delayed funding loans and revolving credit facilities are
borrowing arrangements in which the lender agrees to make loans up to a maximum
amount upon demand by the borrower during a specified term.  A revolving credit
facility differs from a delayed funding loan in that as the borrower repays the
loan, an amount equal to the repayment may be borrowed again during the term of
the revolving credit facility.  Delayed funding loans and revolving credit
facilities usually provide for floating or variable rates of interest. These
commitments may have the effect of requiring a Fund to increase its investment
in a company at a time when it might not otherwise decide to do so (including at
a time when the company's financial condition makes it unlikely that such
amounts will be repaid). To the extent that a Fund is committed to advance
additional funds, it will at all times segregate assets, determined to be liquid
by the Adviser in accordance with procedures established by the Board of
Trustees, in an amount sufficient to meet such commitments.  The Funds may
invest in delayed funding loans and revolving credit facilities with credit
quality comparable to that of issuers of its securities investments. Delayed
funding loans and revolving credit facilities may be subject to restrictions on
transfer, and only limited opportunities may exist to resell such instruments.
As a result, a Fund may be unable to sell such investments at an opportune time
or may have to resell them at less than fair market value. The Funds currently
intend to treat delayed funding loans and revolving credit facilities for which
there is no readily available market as illiquid for purposes of the Funds'
limitation on illiquid investments.  For a further discussion of the risks
involved in investing in loan participations and other forms of direct
indebtedness see "Loan Participations."  Participation interests in revolving
credit facilities will be subject to the limitations discussed in "Loan
Participations."  Delayed funding loans and revolving credit facilities are
considered to be debt obligations for purposes of the Trust's investment
restriction relating to the lending of funds or assets by a Portfolio.

Loans of Portfolio Securities

     For the purpose of achieving income, each Fund may lend its portfolio
securities to brokers, dealers, and other financial institutions, provided:  (i)
the loan is secured continuously by collateral consisting of U.S. Government
securities, cash or cash equivalents (negotiable certificates of deposits,
bankers' acceptances or letters of credit) maintained on a daily mark-to-market
basis in an amount at least equal to the current market value of the securities
loaned; (ii) the Fund may at any time call the loan and obtain the return of the
securities loaned; (iii) the Fund will receive any interest or dividends paid on
the loaned securities; and (iv) the aggregate market value of securities loaned
will not at any time exceed 33 1/3% (25% in the case of the Global Bond Fund II)
of the total assets of the Fund.

Short Sales

     Certain of the Funds, particularly the PIMCO StocksPLUS Short Strategy
Fund, may make short sales of securities as part of their overall portfolio
management strategies involving the use of derivative instruments and to offset
potential declines in long positions in similar securities.  A short sale is a
transaction in which a Fund sells a security it does not own in anticipation
that the market price of that security will decline.

     When a Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale as
collateral for its obligation to deliver the security upon

                                       16
<PAGE>

conclusion of the sale. The Fund may have to pay a fee to borrow particular
securities and is often obligated to pay over any accrued interest and dividends
on such borrowed securities.

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

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

When-Issued, Delayed Delivery and Forward Commitment Transactions

     Each of the Funds may purchase or sell securities on a when-issued, delayed
delivery, or forward commitment basis.  When such purchases are outstanding, the
Fund will segregate until the settlement date assets determined to be liquid by
the Adviser in accordance with procedures established by the Board of Trustees,
in an amount sufficient to meet the purchase price.  Typically, no income
accrues on securities a Fund has committed to purchase prior to the time
delivery of the securities is made, although a Fund may earn income on
securities it has segregated.

     When purchasing a security on a when-issued, delayed delivery, or forward
commitment basis, the Fund assumes the rights and risks of ownership of the
security, including the risk of price and yield fluctuations, and takes such
fluctuations into account when determining its net asset value.  Because the
Fund is not required to pay for the security until the delivery date, these
risks are in addition to the risks associated with the Fund's other investments.
If the Fund remains substantially fully invested at a time when-issued,
delayed delivery, or forward commitment purchases are outstanding, the purchases
may result in a form of leverage.

     When the Fund has sold a security on a when-issued, delayed delivery, or
forward commitment basis, the Fund does not participate in future gains or
losses with respect to the security.  If the other party to a transaction fails
to deliver or pay for the securities, the Fund could miss a favorable price or
yield opportunity or could suffer a loss.  A Fund may dispose of or renegotiate
a transaction after it is entered into, and may sell when-issued, delayed
delivery or forward commitment securities before they are delivered, which may
result in a capital gain or loss.  There is no percentage limitation on the
extent to which the Funds may purchase or sell securities on a when-issued,
delayed delivery, or forward commitment basis.

Derivative Instruments

     In pursuing their individual objectives the Funds (except the PIMCO Money
Market Fund) may purchase and sell (write) both put options and call options on
securities, securities indexes, and foreign currencies, and enter into interest
rate, foreign currency and index futures contracts and purchase and sell options
on such futures contracts ("futures options") for hedging purposes or as part of
their overall investment strategies, except that those Funds that may not invest
in foreign currency-denominated

                                       17
<PAGE>

securities may not enter into transactions involving currency futures or
options. The Funds (except the PIMCO Money Market, Short Duration Municipal
Income, Municipal Bond, California Intermediate Municipal Bond and New York
Intermediate Municipal Bond Funds) also may purchase and sell foreign currency
options for purposes of increasing exposure to a foreign currency or to shift
exposure to foreign currency fluctuations from one country to another. The Funds
(except the PIMCO Money Market and Municipal Bond Funds) also may enter into
swap agreements with respect to interest rates and indexes of securities, and to
the extent it may invest in foreign currency-denominated securities, may enter
into swap agreements with respect to foreign currencies. The Funds may invest in
structured notes. If other types of financial instruments, including other types
of options, futures contracts, or futures options are traded in the future, a
Fund may also use those instruments, provided that the Trustees determine that
their use is consistent with the Fund's investment objective.

     The value of some derivative instruments in which the Funds invest may be
particularly sensitive to changes in prevailing interest rates, and, like the
other investments of the Funds, the ability of a Fund to successfully utilize
these instruments may depend in part upon the ability of the Adviser to forecast
interest rates and other economic factors correctly. If the Adviser incorrectly
forecasts such factors and has taken positions in derivative instruments
contrary to prevailing market trends, the Funds could be exposed to the risk of
loss.

     The Funds might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If the Adviser
incorrectly forecasts interest rates, market values or other economic factors in
utilizing a derivatives strategy for a Fund, the Fund might have been in a
better position if it had not entered into the transaction at all. Also,
suitable derivative transactions may not be available in all circumstances. The
use of these strategies involves certain special risks, including a possible
imperfect correlation, or even no correlation, between price movements of
derivative instruments and price movements of related investments. While some
strategies involving derivative instruments can reduce the risk of loss, they
can also reduce the opportunity for gain or even result in losses by offsetting
favorable price movements in related investments or otherwise, due to the
possible inability of a Fund to purchase or sell a portfolio security at a time
that otherwise would be favorable or the possible need to sell a portfolio
security at a disadvantageous time because the Fund is required to maintain
asset coverage or offsetting positions in connection with transactions in
derivative instruments, and the possible inability of a Fund to close out or to
liquidate its derivatives positions. In addition, a Fund's use of such
instruments may cause the Fund to realize higher amounts of short-term capital
gains (generally taxed at ordinary income tax rates) than if it had not used
such instruments.

     Options on Securities and Indexes.  A Fund may, to the extent specified
herein or in the Prospectuses, purchase and sell both put and call options on
fixed income or other securities or indexes in standardized contracts traded on
foreign or domestic securities exchanges, boards of trade, or similar entities,
or quoted on NASDAQ or on a regulated foreign over-the-counter market, and
agreements, sometimes called cash puts, which may accompany the purchase of a
new issue of bonds from a dealer.

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

     A Fund will write call options and put options only if they are "covered."
In the case of a call option on a security, the option is "covered" if the Fund
owns the security underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or, if additional

                                       18
<PAGE>

cash consideration is required, cash or other assets determined to be liquid by
the Adviser in accordance with procedures established by the Board of Trustees,
in such amount are segregated by its custodian) upon conversion or exchange of
other securities held by the Fund.  For a call option on an index, the option is
covered if the Fund maintains with its custodian assets determined to be liquid
by the Adviser in accordance with procedures established by the Board of
Trustees, in an amount equal to the contract value of the index.  A call option
is also covered if the Fund holds a call on the same security or index as the
call written where the exercise price of the call held is (i) equal to or less
than the exercise price of the call written, or (ii) greater than the exercise
price of the call written, provided the difference is maintained by the Fund in
segregated assets determined to be liquid by the Adviser in accordance with
procedures established by the Board of Trustees.  A put option on a security or
an index is "covered" if the Fund segregates assets determined to be liquid by
the Adviser in accordance with procedures established by the Board of Trustees
equal to the exercise price.  A put option is also covered if the Fund holds a
put on the same security or index as the put written where the exercise price of
the put held is (i) equal to or greater than the exercise price of the put
written, or (ii) less than the exercise price of the put written, provided the
difference is maintained by the Fund in segregated assets determined to be
liquid by the Adviser in accordance with procedures established by the Board of
Trustees.

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

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

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

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

     Risks Associated with Options on Securities and Indexes.  There are several
risks associated with transactions in options on securities and on indexes.  For
example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives.  A decision as to
whether, when and how to use

                                       19
<PAGE>

options involves the exercise of skill and judgment, and even a well-conceived
transaction may be unsuccessful to some degree because of market behavior or
unexpected events.

     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 security 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 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 security 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 remains equal to or greater
than the exercise price (in the case of a put), or remains less than or equal to
the exercise price (in the case of a call), the 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.  If a Fund were unable to close out an option
that it had purchased on a security, it would have to exercise the option in
order to realize any profit or the option may expire worthless. If a Fund were
unable to close out a covered call option that it had written on a security, it
would not be able to sell the underlying security unless the option expired
without exercise.  As the writer of a covered call option, a Fund forgoes,
during the option's life, the opportunity to profit from increases in the market
value of the security covering the call option above the sum of the premium and
the exercise price of the call.

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

     Foreign Currency Options. Funds that invest in foreign currency-denominated
securities may buy or sell put and call options on foreign currencies. A Fund
may buy or sell put and call options on foreign currencies either on exchanges
or in the over-the-counter market.  A put option on a foreign currency gives the
purchaser of the option the right to sell a foreign currency at the exercise
price until the option expires.  A call option on a foreign currency gives the
purchaser of the option the right to purchase the currency at the exercise price
until the option expires.  Currency options traded on U.S. or other exchanges
may be subject to position limits which may limit the ability of a 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 exchange-traded options.

     Futures Contracts and Options on Futures Contracts.  Each Fund (except the
PIMCO Money Market and Municipal Bond Funds) may invest in interest rate futures
contracts and options thereon ("futures options"), and to the extent it may
invest in foreign currency-denominated securities, may also invest in foreign
currency futures contracts and options thereon. The PIMCO Short Duration
Municipal Income, Municipal Bond, California Intermediate Municipal Bond and New
York Intermediate Municipal Bond Funds may purchase and sell futures contracts
on U.S. Government securities and Municipal Bonds, as well as purchase put and
call options on such futures contracts. The Strategic Balanced, Convertible
Bond, StocksPLUS and StocksPLUS Short Strategy Funds may invest in interest
rate, stock index and foreign currency futures contracts and options thereon.

     An interest rate, foreign currency or index futures contract provides for
the future sale by one party and purchase by another party of a specified
quantity of a financial instrument, foreign currency or the cash

                                       20
<PAGE>

value of an index at a specified price and time. A futures contract on an index
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written. Although the value of an index might be a
function of the value of certain specified securities, no physical delivery of
these securities is made. A public market exists in futures contracts covering a
number of indexes as well as financial instruments and foreign currencies,
including: the S&P 500; the S&P Midcap 400; the Nikkei 225; the NYSE composite;
U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S.
Treasury bills; 90-day commercial paper; bank certificates of deposit;
Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar;
the British pound; the German mark; the Japanese yen; the French franc; the
Swiss franc; the Mexican peso; and certain multinational currencies, such as the
euro. It is expected that other futures contracts will be developed and traded
in the future.

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

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

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

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

     A Fund is also required to deposit and maintain margin with respect to put
and call options on futures contracts written by it.  Such margin deposits will
vary depending on the nature of the underlying

                                       21
<PAGE>

futures contract (and the related initial margin requirements), the current
market value of the option, and other futures positions held by the Fund.

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

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

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

                                       23
<PAGE>

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

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

     Swap Agreements.  Each Fund (except the PIMCO Money Market and Municipal
Bond Funds) may enter into interest rate, index and, to the extent it may invest
in foreign currency-denominated securities, currency exchange rate swap
agreements. These transactions are entered into in a attempt to obtain a
particular return when it is considered desirable to do so, possibly at a lower
cost to the 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, which may be adjusted for
an interest factor.  The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e., the
return on or increase in value of a particular dollar amount invested at a
particular interest rate, in a particular foreign currency, or in a "basket" of
securities representing a particular index.  Forms of swap agreements include
interest rate caps, under which, in return for a premium, one party agrees to
make payments to the other to the extent that interest rates exceed a specified
rate, or "cap"; interest rate floors, under which, in return for a premium, one
party agrees to make payments to the other to the extent that interest rates
fall below a specified rate, or "floor"; and interest rate collars, under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding given minimum or maximum
levels.

     Most swap agreements entered into by the Funds would calculate the
obligations of the parties to the agreement on a "net basis."  Consequently, a
Fund's current obligations (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount").  A Fund's current 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
segregation of assets determined to be liquid by the Adviser in accordance with
procedures established by the Board of Trustees, to avoid any potential
leveraging of the Fund's portfolio. Obligations under swap agreements so covered
will not be construed to be "senior securities" for purposes of the Fund's
investment restriction concerning senior securities.  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 would exceed 5% of the Fund's assets.

     Whether a Fund's use of swap agreements will be successful in furthering
its investment objective of total return will depend on the Adviser's ability to
predict correctly whether certain types of investments are likely to produce
greater returns than other investments.  Because they are two party contracts
and because they may have terms of greater than seven days, swap agreements may
be considered to be illiquid. Moreover, a Fund bears the risk of loss of the
amount expected to be received under a swap agreement in

                                       24
<PAGE>

the event of the default or bankruptcy of a swap agreement counterparty. The
Funds will enter into swap agreements only with counterparties that meet certain
standards of creditworthiness (generally, such counterparties would have to be
eligible counterparties under the terms of the 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.

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

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

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

Inflation-Indexed Bonds

     Inflation-indexed bonds are fixed income securities whose principal value
is periodically adjusted according to the rate of inflation. Two structures are
common. The U.S. Treasury and some other issuers use a structure that accrues
inflation into the principal value of the bond. Most other issuers pay out the
CPI accruals as part of a semiannual coupon.

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

                                       25
<PAGE>

$15.15 ($1,010 times 1.5%). If inflation during the second half of the year
resulted in the whole years' inflation equaling 3%, the end-of-year par value of
the bond would be $1,030 and the second semi-annual interest payment would be
$15.45 ($1,030 times 1.5%).

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

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

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

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

     Any increase in the principal amount of an inflation-indexed bond will be
considered taxable ordinary income, even though investors do not receive their
principal until maturity.

Hybrid Instruments

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

     Hybrids can be used as an efficient means of pursuing a variety of
investment goals, including currency hedging, duration management, and increased
total return. Hybrids may not bear interest or pay dividends. The value of a
hybrid or its interest rate may be a multiple of a benchmark and, as a result,
may be leveraged and move (up or down) more steeply and rapidly than the
benchmark. These benchmarks may be sensitive to economic and political events,
such as commodity shortages and currency devaluations, which cannot be readily
foreseen by the purchaser of a hybrid. Under certain conditions, the redemption
value of a hybrid could be zero. Thus, an investment in a hybrid may entail
significant market risks that are not associated with a similar investment in a
traditional, U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating rate of interest. The purchase of hybrids also
exposes a

                                       26
<PAGE>

Fund to the credit risk of the issuer of the hybrids. These risks may cause
significant fluctuations in the net asset value of the Fund. Accordingly, no
Fund will invest more than 5% of its assets in hybrid instruments.

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

Event-Linked Bonds

     Event-Linked bonds are fixed income securities, for which the return of
principal and payment of interest is contingent on the non-occurrence of a
specific "trigger" event, such as a hurricane, earthquake or other physical or
weather-related phenomenon. They may be issued by government agencies, insurance
companies, reinsurers, special purpose corporations or other on-shore or off-
shore entities. If a trigger event causes losses exceeding a specific amount in
the geographic region and time period specified in a bond, a Fund investing in
the bond may lose a portion or all of its principal invested in the bond. If no
trigger event occurs, the Fund will recover its principal plus interest. For
some event-linked bonds, the trigger event or losses may be based on company-
wide losses, index-portfolio losses, industry indices, or readings of scientific
instruments rather than specified actual losses. Often the event-linked bonds
provide for extensions of maturity that are mandatory, or optional at the
discretion of the issuer, in order to process and audit loss claims in those
cases where a trigger event has, or possibly has, occurred. In addition to the
specified trigger events, event-linked bonds may also expose the Fund to certain
unanticipated risks including but not limited to issuer (credit) default,
adverse regulatory or jurisdictional interpretations, and adverse tax
consequences.

     Event-linked bonds are a relatively new type of financial instrument. As
such, there is no significant trading history of these securities, and there can
be no assurance that a liquid market in these instruments will develop. See
"Illiquid Securities" below. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that a Fund may be forced to
liquidate positions when it would not be advantageous to do so. Event-linked
bonds are typically rated, and a Fund will only invest in catastrophe bonds that
meet the credit quality requirements for the Fund.

Warrants to Purchase Securities

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

     A Fund will not invest more than 5% of its net assets, valued at the lower
of cost or market, in warrants to purchase securities.  Warrants acquired in
units or attached to securities will be deemed without value for purposes of
this restriction.

Illiquid Securities

     The Funds may invest up to 15% of their net assets in illiquid securities
(10% in the case of the PIMCO Money Market Fund).  The term "illiquid
securities" for this purpose means securities that cannot be disposed of within
seven days in the ordinary course of business at approximately the amount at
which a Fund has valued the securities.  Illiquid securities are considered to
include, among other things, written over-the-counter options, securities or
other liquid assets being used as cover for such options, repurchase agreements
with maturities in excess of seven days, certain loan participation interests,
fixed time deposits which are not subject to prepayment or provide for
withdrawal penalties upon prepayment (other than overnight deposits), and other
securities whose disposition is restricted under the federal securities laws

                                       27
<PAGE>

(other than securities issued pursuant to Rule 144A under the 1933 Act and
certain commercial paper that the Adviser has determined to be liquid under
procedures approved by the Board of Trustees).

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

Municipal Bonds

     Each Fund may invest in securities issued by states, municipalities and
other political subdivisions, agencies, authorities and instrumentalities of
states and multi-state agencies or authorities.  It is a policy of the PIMCO
Short Duration Municipal Income, Municipal Bond, California Intermediate
Municipal Bond and New York Intermediate Municipal Bond Funds (collectively, the
"Municipal Funds") 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 ("Municipal Bonds").  In the case
of the PIMCO California Intermediate Municipal Bond and New York Intermediate
Municipal Bond Funds, the Funds will invest, under normal circumstances, at
least 65% of their net assets in debt securities whose interest is, in the
opinion of bond counsel for the issuers at the time of issuance, exempt from
federal income tax and California or New York income tax, respectively.  The
ability of the Fund to invest in securities other than Municipal Bonds is
limited by a requirement of the Internal Revenue Code that at least 50% of the
Fund's total assets be invested in Municipal Bonds at the end of each calendar
quarter.  See "Taxes."

     The PIMCO Municipal Bond Fund may invest more than 25% of its assets in
bonds of issuers of the same state but it has no present intention  to invest
more than that amount in a particular state.

     Municipal Bonds share the attributes of debt/fixed income securities in
general, but are generally issued by states, municipalities and other political
subdivisions, agencies, authorities and instrumentalities of states and multi-
state agencies or authorities.  Specifically, California and New York Municipal
Bonds generally are issued by or on behalf of the State of California and New
York, respectively, and their political subdivisions and financing authorities,
and local governments. The Municipal Bonds which the Municipal Funds 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 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, 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.

     The Municipal Funds may invest in municipal lease obligations.  A lease is
not a full faith and credit obligation of the issuer and is usually backed only
by the borrowing government's unsecured pledge to make annual appropriations for
lease payments. There have been challenges to the legality of lease financing in
numerous states, and, from time to time, certain municipalities have considered
not appropriating money for lease payments. In deciding whether to purchase a
lease obligation, the Municipal Funds will assess the financial condition of the
borrower, the merits of the project, the level of public support for the
project, and the legislative history of lease financing in the state. These
securities may be less readily marketable than other municipals. A Municipal
Fund may also purchase unrated

                                       28
<PAGE>

lease obligations if determined by the Adviser to be of comparable quality to
rated securities in which the Fund is permitted to invest.

     The Municipal Funds may seek to enhance their yield through the purchase of
private placements. These securities are sold through private negotiations,
usually to institutions or mutual funds, and may have resale restrictions. Their
yields are usually higher than comparable public securities to compensate the
investor for their limited marketability. A Municipal Fund may not invest more
than 15% of its net assets in illiquid securities, including unmarketable
private placements.

     Some longer-term Municipal Bonds give the investor the right to "put" or
sell the security at par (face value) within a specified number of days
following the investor's request-usually one to seven days. This demand feature
enhances a security's liquidity by shortening its effective maturity and enables
it to trade at a price equal to or very close to par. If a demand feature
terminates prior to being exercised, a Municipal Fund would hold the longer-term
security, which could experience substantially more volatility.

     The Municipal Funds may invest in municipal warrants, which are essentially
call options on Municipal Bonds. In exchange for a premium, they give the
purchaser the right, but not the obligation, to purchase a Municipal Bond in the
future. A Municipal Fund might purchase a warrant to lock in forward supply in
an environment where the current issuance of bonds is sharply reduced. Like
options, warrants may expire worthless and they may have reduced liquidity.  A
Municipal Fund will not invest more than 5% of its net assets in municipal
warrants.

     The Municipal Funds may invest in Municipal Bonds with credit enhancements
such as letters of credit, municipal bond insurance and Standby Bond Purchase
Agreements ("SBPAs").  Letters of credit that are issued by a third party,
usually a bank, to enhance liquidity and ensure repayment of principal and any
accrued interest if the underlying Municipal Bond should default.  Municipal
bond insurance, which is usually purchased by the bond issuer from a private,
nongovernmental insurance company, provides an unconditional and irrevocable
guarantee that the insured bond's principal and interest will be paid when due.
Insurance does not guarantee the price of the bond or the share price of any
fund. The credit rating of an insured bond reflects the credit rating of the
insurer, based on its claims-paying ability. The obligation of a municipal bond
insurance company to pay a claim extends over the life of each insured bond.
Although defaults on insured Municipal Bonds have been low to date and municipal
bond insurers have met their claims, there is no assurance this will continue. A
higher-than-expected default rate could strain the insurer's loss reserves and
adversely affect its ability to pay claims to bondholders. The number of
municipal bond insurers is relatively small, and not all of them have the
highest rating. An SBPA is a liquidity facility provided to pay the purchase
price of bonds that cannot be re-marketed. The obligation of the liquidity
provider (usually a bank) is only to advance funds to purchase tendered bonds
that cannot be remarketed and does not cover principal or interest under any
other circumstances. The liquidity provider's obligations under the SBPA are
usually subject to numerous conditions, including the continued creditworthiness
of the underlying borrower.

     The Municipal Funds may invest in Residual Interest Bonds, which are
created by dividing the income stream provided by an underlying bond to create
two securities, one short term and one long term. The interest rate on the
short-term component is reset by an index or auction process normally every
seven to 35 days. After income is paid on the short-term securities at current
rates, the residual income goes to the long-term securities. Therefore, rising
short-term interest rates result in lower income for the longer-term portion,
and vice versa. The longer-term bonds can be very volatile and may be less
liquid than other Municipal Bonds of comparable maturity.  A Municipal Fund will
not invest more than 10% of its total assets in Residual Interest Bonds.

     The Municipal Funds also may invest in participation interests.
Participation interests are various types of securities created by converting
fixed rate bonds into short-term, variable rate certificates. These securities
have been developed in the secondary market to meet the demand for short-term,
tax-exempt

                                       29
<PAGE>

securities. The Municipal Funds will invest only in securities deemed tax-exempt
by a nationally recognized bond counsel, but there is no guarantee the interest
will be exempt because the IRS has not issued a definitive ruling on the matter.

     Municipal 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 Municipal Funds may purchase and sell portfolio investments to take
advantage of changes or anticipated changes in yield relationships, markets or
economic conditions.  The Municipal Funds may also sell Municipal Bonds due to
changes in the Adviser's evaluation of the issuer or cash needs resulting from
redemption requests for Fund shares.  The secondary market for Municipal 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 Municipal
Bonds at then-current market prices, especially in periods when other investors
are attempting to sell the same securities.

     Prices and yields on Municipal Bonds are dependent on a variety of factors,
including general money- market conditions, the financial condition of the
issuer, general conditions of the Municipal 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 Municipal Bonds may not be as extensive as that which is made
available by corporations whose securities are publicly traded.

     Obligations of issuers of Municipal 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 Municipal 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 Municipal 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 a Fund's Municipal Bonds in the same manner.  In
particular, the California and New York Intermediate Municipal Bond Funds are
subject to the risks inherent in concentrating investment in a particular state
or region.  The following summarizes information drawn from official statements,
and other public documents available relating to issues potentially affecting
securities offerings of the states of California and New York.  PIMCO has not
independently verified the information, but has no reason to believe that it is
not correct.

     California.  The California Intermediate Municipal Bond Fund may be
particularly affected by political, economic or regulatory developments
affecting the ability of California issuers to pay interest or repay principal.
Provisions of the California Constitution and State statutes which limit the
taxing and spending authority of California governmental entities may impair the
ability of California issuers to maintain debt service on their obligations.
Future California political and economic developments, constitutional
amendments, legislative measures, executive orders, administrative regulations,
litigation and voter initiatives could have an adverse effect on the debt
obligations of California issuers.

     Certain debt obligations held by the California Intermediate Municipal Bond
Fund may be obligations of issuers which rely in whole or in substantial part on
California state revenues for the continuance of their operations and payment of
their obligations.  Whether and to what extent the California Legislature will
continue to appropriate a portion of the State's General Fund to counties,
cities and their various entities, is not entirely certain.  To the extent local
entities do not receive money

                                       30
<PAGE>

from the State to pay for their operations and services, their ability to pay
debt service on obligations held by the California Intermediate Municipal Bond
Fund may be impaired.

     Certain tax-exempt securities in which the California Intermediate
Municipal Bond Fund may invest may be obligations payable solely from the
revenues of specific institutions, or may be secured by specific properties,
which are subject to provisions of California law which could adversely affect
the holders of such obligations. For example, the revenues of California health
care institutions may be subject to state laws, and California law limits the
remedies of a creditor secured by a mortgage or deed of trust on real property.

     California is the most populous state in the nation with a total population
estimated at 32.9 million. The State now comprises 12.3% of the nation's
population and 12.5% of its total personal income. Its economy is broad and
diversified with major concentrations in high technology research and
manufacturing, aerospace and defense-related manufacturing, trade,
entertainment, real estate, and financial services. After experiencing strong
growth throughout much of the 1980s, from 1990-1993 the State suffered through a
severe recession, the worst since the 1930's, heavily influenced by large
cutbacks in defense/aerospace industries and military base closures and a major
drop in real estate construction. California's economy has been recovering and
growing steadily stronger since the start of 1994, to the point where the
State's economic growth is outpacing the rest of the nation. The unemployment
rate, while still higher than the national average, fell to an average of 5.9%
in 1998, compared to over 10% at the worst of the recession. California's
economic recovery from the recession is continuing at a strong pace. Recent
economic reports indicate that, while the rate of economic growth in California
is expected to moderate over the next year, the increases in employment and
income may exceed those of the nation as a whole. The unsettled financial
situation occurring in certain Asian economies, and its spillover effect
elsewhere, may adversely affect the State's export-related industries and,
therefore, the State's rate of economic growth.

     Revenue bonds represent both obligations payable from State revenue-
producing enterprises and projects, which are not payable from the General Fund,
and conduit obligations payable only from revenues paid by private users of
facilities financed by such revenue bonds. Such enterprises and projects include
transportation projects, various public works and exposition projects,
educational facilities (including the California State University and University
of California systems), housing, health facilities, and pollution control
facilities.

     In years past, because of the State's budget problems, the State's General
Obligation bonds were downgraded. In 1996, however, citing California's
improving economy and budget situation, Fitch and S&P raised their ratings from
A to A+. In October, 1997, Fitch raised its rating from A+ to AA-referring to
the State's fundamental strengths, the extent of its economic recovery and the
return of financial stability. In October 1998, Moody's raised its rating from
A1 to Aa3 citing the State's continuing economic recovery and a number of
actions taken to improve the State's credit condition, including the rebuilding
of cash and budget reserves. There is no assurance that a particular rating will
continue for any given period of time or that any such rating will not be
revised downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant. A downward
revision or withdrawal of such ratings, or either of them, may have an effect on
the market price of the State Municipal Obligations in which the California
Intermediate Municipal Bond Fund invests.

     The State is party to numerous legal proceedings, many of which normally
occur in governmental operations and which, if decided against the State, might
require the State to make significant future expenditures or impair future
revenue sources.

     Constitutional and statutory amendments as well as budget developments may
affect the ability of California issuers to pay interest and principal on their
obligations.  The overall effect may depend upon whether a particular California
tax-exempt security is a general or limited obligation bond and on

                                       31
<PAGE>

the type of security provided for the bond. It is possible that other measures
affecting the taxing or spending authority of California or its political
subdivisions may be approved or enacted in the future.

     New York.  Because the New York Intermediate Municipal Bond Fund
concentrates its investments in New York tax-exempt bonds, the Fund may be
affected significantly by economic or regulatory developments affecting the
ability of New York tax-exempt issuers to pay interest or repay principal.
Investors should be aware that certain issuers of New York tax-exempt securities
have experienced serious financial difficulties in recent years.  A reoccurrence
of these difficulties may impair the ability of certain New York issuers to
maintain debt service on their obligations.

     The economic and financial condition of the State also may be affected by
various financial, social, economic and political factors.  Such factors can be
very complex, may vary from year to year and are frequently the result of
actions taken not only by the State and its agencies and instrumentalities, but
also by entities, such as the Federal government, that are not under the control
of the State.

     The fiscal stability of New York State is related to the fiscal stability
of the State's municipalities, its agencies and authorities (which generally
finance, construct and operate revenue-producing public benefit facilities).
This is due in part to the fact that agencies, authorities and local governments
in financial trouble often seek State financial assistance.  The experience has
been that if New York City or any of the agencies or authorities suffers serious
financial difficulty, both the ability of the State, the City, the State's
political subdivisions, the agencies and the authorities to obtain financing in
the public credit markets and the market price of outstanding New York tax-
exempt securities are adversely affected.

     The New York state economy has continued to expand, but growth remains
somewhat slower than in the nation overall.  Although the State has added
approximately 400,000 jobs since late 1992, employment growth in the State has
been hindered during recent years by significant cutbacks in the computer and
instrument manufacturing, utility, defense and banking industries.

     In recent years, State actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy and
actions of the federal government have helped to create projected  budget gaps
for the State.  These gaps result from a significant disparity between recurring
revenues and the costs of maintaining or increasing the level of support for
State programs.  To address a potential imbalance in any given fiscal year, the
State would be required to take actions to increase receipts and/or reduce
disbursements as it enacts the budget for that year, and under the State
Constitution, the Governor is required to propose a balanced budget each year.
There can be no assurance, however, that the Legislature will enact the
Governor's proposals or that the State's actions will be sufficient to preserve
budgetary balance in a given fiscal year or to align recurring receipts and
disbursements in future fiscal years.

     The fiscal stability of the State is related to the fiscal stability of its
public authorities.  Authorities have various responsibilities, including those
which finance, construct and/or operate revenue-producing public facilities.
Authorities are not subject to the constitutional restrictions on the incurrence
of debt which apply to the State itself, and may issue bonds and notes within
the amounts and restrictions set forth in their legislative authorization.

     Authorities are generally supported by revenues generated by the projects
financed or operated, such as tolls charged for use of highways, bridges or
tunnels, charges for electric power, electric and gas utility services, rentals
charged for housing units and charges for occupancy at medical care facilities.
In addition, State legislation authorizes several financing techniques for
authorities.  Also, there are statutory arrangements providing for State local
assistance payments otherwise payable to localities to be made under certain
circumstances to authorities.  Although the State has no obligation to provide
additional assistance to localities whose local assistance payments have been
paid to authorities under these arrangements, if local assistance payments are
diverted the affected localities could seek additional

                                       32
<PAGE>

State assistance. Some authorities also receive moneys from State appropriations
to pay for the operating costs of certain of their programs.

     S&P rates the State's general obligation bonds A, and Moody's rates the
State's general obligation bonds A2.  There is no assurance that a particular
rating will continue for any given period of time or that any such rating will
not be revised downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant.  A downward
revision or withdrawal of such ratings, or either of them, may have an effect on
the market price of the State Municipal Obligations in which the New York
Intermediate Bond Fund invests.

     Over the long term, the State and New York City face potential economic
problems.  New York City accounts for a large portion of the State's population
and personal income, and New York City's financial health affects the State in
numerous ways.  New York City continues to require significant financial
assistance from the State.  New York  City depends on State aid both to enable
it to balance its budget and to meet its cash requirements.  The State could
also be affected by the ability of the City to market its securities
successfully in the public credit markets.

     Each Fund may purchase custodial receipts representing the right to receive
either the principal amount or the periodic interest payments or both with
respect to specific underlying Municipal Bonds.  In a typical custodial receipt
arrangement, an issuer or third party owner of Municipal Bonds deposits the
bonds with a custodian in exchange for two classes of custodial receipts.  The
two classes have different characteristics, but, in each case, payments on the
two classes are based on payments received on the underlying Municipal Bonds.
In no event will the aggregate interest paid with respect to the two classes
exceed the interest paid by the underlying Municipal Bond.  Custodial receipts
are sold in private placements.  The value of a custodial receipt may fluctuate
more than the value of a Municipal Bond of comparable quality and maturity.

Social Investment Policies

     The PIMCO Low Duration Fund III and PIMCO Total Return Fund III will not,
as a matter of non-fundamental operating policy, invest in the securities of any
issuer determined by the Adviser to be engaged principally in the provision of
healthcare services, the manufacture of alcoholic beverages, tobacco products,
pharmaceuticals, military equipment, or the operation of gambling casinos.  The
Funds will also avoid, to the extent possible on the basis of information
available to the Adviser, the purchase of securities of issuers engaged in the
production or trade of pornographic materials.  An issuer will be deemed to be
principally engaged in an activity if it derives more than 10% of its gross
revenues from such activities. Evaluation of any particular issuer with respect
to these criteria may involve the exercise of subjective judgment by the
Adviser.  The Adviser's determination of issuers engaged in such activities at
any given time will, however, be based upon its good faith interpretation of
available information and its continuing and reasonable best efforts to obtain
and evaluate the most current information available, and to utilize such
information, as it becomes available, promptly and expeditiously in portfolio
management for the Funds. In making its analysis, the Adviser may rely, among
other things, upon information contained in such publications as those produced
by the Investor Responsibility Research Center, Inc.


                            INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

     Each Fund's investment objective, except for the PIMCO Global Bond Fund II,
as set forth in the Prospectuses under "Investment Objectives and Policies,"
together with the investment restrictions set forth below, are fundamental
policies of the Fund and may not be changed with respect to a Fund without
shareholder approval by vote of a majority of the outstanding shares of that
Fund.  Under these restrictions a Fund may not:

                                       33
<PAGE>

(1)  (a)  invest in a security if, as a result of such investment, more than 25%
     of its total assets (taken at market value at the time of such investment)
     would be invested in the securities of issuers in any particular industry,
     or, in the case of the Municipal Funds, in industrial development revenue
     bonds based, directly or indirectly, on the credit of private entities in
     any one industry; except that this restriction does not apply (a) to
     securities issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities (or repurchase agreements with respect thereto) and (b)
     with respect to the Money Market Fund, to securities or obligations issued
     by U.S. banks.  Investments of the Municipal Funds in utilities, gas,
     electric, water and telephone companies will be considered as being in
     separate industries;

     (b)  for the Global Bond Fund II, concentrate more than 25% of the value of
     its total assets in any one industry (The SEC staff takes the position that
     investments 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.);

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

(3)  with respect to 75% of its assets, invest in a security if, as a result of
     such investment, it would hold more than 10% (taken at the time of such
     investment) of the outstanding voting securities of any one issuer (This
     restriction is not applicable to the Real Return Bond, Commercial Mortgage
     Securities, Global Bond, Global Bond II, Foreign Bond, International Bond,
     Emerging Markets Bond, Emerging Markets Bond II, California Intermediate
     Municipal Bond and New York Intermediate Municipal Bond Funds.);

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

     (b)  for the Global Bond Fund II, 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;

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

(6)  for the Total Return III, High Yield, International Bond and StocksPLUS
     Funds: purchase securities on margin, except for use of short-term credit
     necessary for clearance of purchases and sales of portfolio securities, but
     it may make margin deposits in connection with transactions in options,
     futures, and options on futures;

                                       34
<PAGE>

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

     (b)  for the Global Bond Fund II, borrow money in excess of 10% of the
     value (taken at the lower of cost or current value) of the 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.); or 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
     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.);

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

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

     (b)  for the Global Bond Fund II, 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; or

(10) (a)  for the Total Return III, High Yield, and StocksPLUS Funds:  maintain
     a short position, or purchase, write or sell puts, calls, straddles,
     spreads or combinations thereof, except as set forth in the Prospectuses
     and in this Statement of Additional Information for transactions in
     options, futures, options on futures, and transactions arising under swap
     agreements or other derivative instruments;

     (b)  for the Money Market, Short-Term, Low Duration, Low Duration II, Low
     Duration III, Low Duration Mortgage, Moderate Duration, Total Return, Total
     Return II, Total Return Mortgage, Commercial Mortgage Securities, Long-Term
     U.S. Government, Long Duration, Global Bond, Foreign Bond, International,
     Emerging Markets Bond, Emerging Markets Bond II, Strategic Balanced,
     Convertible Bond and StocksPLUS Short Strategy Funds: maintain a short
     position, or

                                       35
<PAGE>

     purchase, write or sell puts, calls, straddles, spreads or combinations
     thereof, except on such conditions as may be set forth in the Prospectuses
     and in this Statement of Additional Information.

Non-Fundamental Investment Restrictions

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

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

     (b)  for the Global Bond Fund II, 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 below), and (e) IO/PO stripped mortgage-backed
     securities (as defined in the Prospectuses) if, as a result, more than 15%
     of the 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).); or 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
     Fund;

(B)  (a)  for the PIMCO Money Market, Short-Term, Low Duration, Low Duration II,
     Low Duration III, Moderate Duration, Total Return, Total Return II,
     Commercial Mortgage Securities, Long-Term U.S. Government, Long Duration,
     Short Duration Municipal Income, Municipal Bond, California Intermediate
     Municipal Bond, New York Intermediate Municipal Bond, Global Bond, Foreign
     Bond, Strategic Balanced, Convertible Bond and StocksPLUS Short Strategy
     Funds:  purchase securities on margin, except for use of short-term credit
     necessary for clearance of purchases and sales of portfolio securities, but
     it may make margin deposits in connection with covered transactions in
     options, futures, options on futures and short positions;

     (b)  for the Global Bond Fund II, 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 the
     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.);

(C)  invest more than 5% of the assets of a Fund (taken at market value at the
     time of investment) in any combination of interest only, principal only, or
     inverse floating rate securities (This restriction is not applicable to the
     Global Bond Fund II, but see fundamental investment restriction 7(b).);

                                       36
<PAGE>

(D)  borrow money (excluding uncovered dollar rolls, reverse repurchase
     agreements, sale-buybacks, and economically similar transactions, which are
     subject to the Fund's fundamental borrowing restriction), except for
     temporary administrative purposes (This restriction is not applicable to
     the Global Bond Fund II, but see fundamental investment restriction 7(b).);

(E)  for the Global Bond Fund II, make short sales of securities or maintain a
     short position for the account of the Fund unless at all times when a short
     position is open the 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;

(F)  for the Global Bond Fund II, purchase or sell commodities or commodity
     contracts except that the Fund may purchase and sell financial futures
     contracts and related options;

(G)  for the Global Bond Fund II, make loans, except by purchase of debt
     obligations or by entering into repurchase agreements or through the
     lending of the Fund's portfolio securities with respect to not more than
     25% of its total assets;

(H)  for the Global Bond Fund II, write (sell) or purchase options except that
     the Fund may (a) write covered call options or covered put options on
     securities that it is eligible to purchase (and 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; provided that the premiums paid by
     the Fund on all outstanding options it has purchased do not exceed 5% of
     its total assets (The Fund may enter into closing sale transactions with
     respect to options it has purchased.);

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

     Under the 1940 Act, a "senior security" does not include any promissory
note or evidence of indebtedness where such loan is for temporary purposes only
and in an amount not exceeding 5% of the value of the total assets of the issuer
at the time the loan is made.  A loan is presumed to be for temporary purposes
if it is repaid within sixty days and is not extended or renewed.
Notwithstanding the provisions of fundamental investment restriction (7)(a)
above, a Fund may borrow money for temporary administrative purposes.  To the
extent that borrowings for temporary administrative purposes exceed 5% of the
total assets of a Fund (except the PIMCO Global Bond Fund II), such excess shall
be subject to the 300% asset coverage requirement of that restriction.

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

     The staff of the SEC has taken the position that purchased over-the-counter
("OTC") options and the assets used as cover for written OTC options are
illiquid securities.  Therefore, the Funds have adopted an investment policy
pursuant to which a Fund will not purchase or sell OTC options if, as a result
of such transactions, the sum of the market value of OTC options currently
outstanding which are held by the Fund, the market value of the underlying
securities covered by OTC call options currently outstanding which were sold by
the Fund and margin deposits on the Fund's existing OTC options on futures
contracts exceeds 15% of the net assets of the Fund, taken at market value,
together with all other assets of the Fund which are

                                       37
<PAGE>

illiquid or are otherwise not readily marketable. However, if an OTC option is
sold by the Fund to a primary U.S. Government securities dealer recognized by
the Federal Reserve Bank of New York and if the Fund has the unconditional
contractual right to repurchase such OTC option from the dealer at a
predetermined price, then the Fund will treat as illiquid such amount of the
underlying securities equal to the repurchase price less the amount by which the
option is "in-the-money" (i.e., current market value of the underlying
securities minus the option's strike price). The repurchase price with the
primary dealers is typically a formula price which is generally based on a
multiple of the premium received for the option, plus the amount by which the
option is "in-the-money." This policy is not a fundamental policy of the Funds
and may be amended by the Trustees without the approval of shareholders.
However, the Funds will not change or modify this policy prior to the change or
modification by the SEC staff of its position.

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

     The Funds interpret their policies with respect to borrowing and lending to
permit such activities as may be lawful for the Funds, to the full extent
permitted by the 1940 Act or by exemption from the provisions therefrom pursuant
to exemptive order of the SEC.  The Funds have filed an application seeking an
order from the SEC to permit the Funds to enter into transactions among
themselves with respect to the investment of daily cash balances of the Funds in
shares of the PIMCO Money Market Fund, as well as the use of daily excess cash
balances of the PIMCO Money Market Fund in inter-fund lending transactions with
the other Funds for temporary cash management purposes.  The interest paid by a
Fund in such an arrangement will be less than that otherwise payable for an
overnight loan, and will be in excess of the overnight rate the PIMCO Money
Market Fund could otherwise earn as lender in such a transaction.

Non-Fundamental Operating Policies Relating to the Sale of Shares of PIMCO Total
Return Fund in Japan

     In connection with an offering of Administrative Class shares of the PIMCO
Total Return Fund in Japan, the Trust has adopted the following non-fundamental
operating policies (which may be changed without shareholder approval) with
respect to the PIMCO Total Return Fund.  These non-fundamental policies will
remain in effect only so long as (i) they are required in accordance with
standards of the Japanese Securities Dealers Association and (ii) shares of the
PIMCO Total Return Fund are being offered in Japan.

(1)  The Trust will not sell shares of the PIMCO Total Return Fund in Japan
     except through PIMCO Funds Distributors LLC.

(2)  The Trust has appointed, and will maintain the appointment of, a bank or
     trust company as the place for safe-keeping of its assets in connection
     with the PIMCO Total Return Fund.

(3)  The Tokyo District Court shall have the jurisdiction over any and all
     litigation related to transactions in any class of shares of the PIMCO
     Total Return Fund acquired by Japanese

                                       38
<PAGE>

     investors as required by Article 26, Item 4 of the Rules Concerning
     Transactions of Foreign Securities of the Japan Securities Dealers
     Association.

(4)  The PIMCO Total Return Fund may not make short sales of securities or
     maintain a short position for the account of the Fund unless the total
     current value of the securities being the subject of short sales or of the
     short position is equal to or less than the net asset value of the PIMCO
     Total Return Fund.

(5)  The PIMCO Total Return Fund may not borrow money in excess of 10% of the
     value (taken at the lower of cost or current value) of its total assets
     (not including the amount borrowed) at the time the borrowing is made,
     except for extraordinary or emergency purposes, such as in the case of a
     merger, amalgamation or the like.

(6)  The PIMCO Total Return Fund may not acquire more than 50% of the
     outstanding voting securities of any issuer, if aggregated with the portion
     of holding in such securities by any and all other mutual funds managed by
     PIMCO.

(7)  The PIMCO Total Return Fund may not invest more than 15% of its total
     assets in voting securities privately placed, mortgage securities or
     unlisted voting securities which cannot be readily disposed of.  This
     restriction shall not be applicable to securities determined by PIMCO to be
     liquid and for which a market price (including a dealer quotation) is
     generally obtainable or determinable.

(8)  None of the portfolio securities of the PIMCO Total Return Fund may be
     purchased from or sold or loaned to any Trustee of the Trust, PIMCO, acting
     as investment adviser of the Trust, or any affiliate thereof or any of
     their directors, officers or employees, or any major shareholder thereof
     (meaning a shareholder who holds to the actual knowledge of PIMCO, on his
     own account whether in his own or other name (as well as a nominee's name),
     10% or more of the total issued outstanding shares of such a company)
     acting as principal or for their own account unless the transaction is made
     within the investment restrictions set forth in the Fund's prospectus and
     statement of additional information and either (i) at a price determined by
     current publicly available quotations (including a dealer quotation) or
     (ii) at competitive prices or interest rates prevailing from time to time
     on internationally recognized securities markets or internationally
     recognized money markets (including a dealer quotation).

     All percentage limitations on investments described in the restrictions
relating to the sale of shares in Japan 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.  If any violation of the foregoing investment restrictions occurs,
the Trust will, promptly after discovery of the violation, take such action as
may be necessary to cause the violation to cease, which shall be the only
obligation of the Trust and the only remedy in respect of the violation.

     If any of the foregoing standards shall, at any time when shares of the
PIMCO Total Return Fund are being offered for subscription by the Trust in Japan
or thereafter, no longer be required in accordance with the standards of the
Japanese Securities Dealers Association, then such standards shall no longer
apply.

                                       39
<PAGE>

                            MANAGEMENT OF THE TRUST

Trustees and Officers

     The business of the Trust is managed under the direction of the Trust's
Board of Trustees.  Subject to the provisions of the Trust's Declaration of
Trust, its By-Laws and Massachusetts law, the Trustees have all powers necessary
and convenient to carry out this responsibility, including the election and
removal of the Trust's officers.

     The Trustees and Executive Officers of the Trust, their ages, their
business address and a description of their principal occupations during the
past five years are listed below.  Unless otherwise indicated, the address of
all persons below is 840 Newport Center Drive, Suite 300, Newport Beach,
California 92660.


<TABLE>
<CAPTION>
                                            Position with                        Principal Occupation(s)
Name, Address and Age                         the Trust                        During the Past Five Years
- ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>
Brent R. Harris*                       Chairman of the Board and       Managing Director, PIMCO; Board of Governors,
Age 40                                 Trustee                         Investment Company Institute; Chairman and
                                                                       Director, PIMCO Commercial Mortgage
                                                                       Securities Trust, Inc.; Chairman and Trustee,
                                                                       PIMCO Variable Insurance Trust.

R. Wesley Burns*                       President and Trustee           Managing Director, PIMCO; President and
Age 40                                                                 Director, PIMCO Commercial Mortgage
                                                                       Securities Trust, Inc.; President and
                                                                       Trustee, PIMCO Variable Insurance Trust;
                                                                       Executive Vice President, PIMCO Funds:
                                                                       Multi-Manager Series. Formerly Executive Vice
                                                                       President, PIMCO.

Guilford C. Babcock                    Trustee                         Associate Professor of Finance, University of
1500 Park Place                                                        Southern California; Director, PIMCO
San Marino, California 91108                                           Commercial Mortgage Securities Trust, Inc.;
Age 68                                                                 Trustee, PIMCO Variable Insurance Trust;
                                                                       Director, Growth Fund of America and
                                                                       Fundamental Investors Fund of the Capital
                                                                       Group; Director, Good Hope Medical Foundation.

Vern O. Curtis                         Trustee                         Private Investor; Director, PIMCO Commercial
14158 N.W. Bronson Creek Drive                                         Mortgage Securities Trust, Inc.; Trustee,
Portland, Oregon 97229                                                 PIMCO Variable Insurance Trust; Director,
Age 65                                                                 Public Storage Business Parks, Inc., a Real
                                                                       Estate Investment Trust; Director, Fresh
                                                                       Choice, Inc. (restaurant company)  Formerly
                                                                       charitable work, The Church of Jesus Christ
                                                                       of Latter-day Saints.
</TABLE>


                                       40
<PAGE>

<TABLE>
<CAPTION>
                                            Position with                        Principal Occupation(s)
Name, Address and Age                         the Trust                        During the Past Five Years
- ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>
Thomas P. Kemp                         Trustee                         Private Investor; Director, PIMCO Commercial
1141 Marine Drive                                                      Mortgage Securities Trust, Inc.; Trustee,
Laguna Beach, California 92651                                         PIMCO Variable Insurance Trust. Formerly
Age 69                                                                 Co-Chairman, U.S. Committee to Assist Russian
                                                                       Reform; Director, Union Financial Corp.;
                                                                       Senior Consultant, World Cup 1994 Organizing
                                                                       Committee.

William J. Popejoy                     Trustee                         President, Pacific Capital Investors;
29 Chatham Court                                                       Chairman, PacPro (vinyl assembly products;
Newport Beach, California 92660                                        formerly Western Printing); Director, PIMCO
Age 61                                                                 Commercial Mortgage Securities Trust, Inc.;
                                                                       Trustee, PIMCO Variable Insurance Trust.
                                                                       Formerly Director, California State Lottery;
                                                                       Chief Executive Officer, Orange County,
                                                                       California.

Michael G. Dow                         Senior Vice President           Senior Vice President, PIMCO. Formerly Fixed
Age 36                                                                 Income Specialist, Salomon Brothers, Inc.;
                                                                       Vice President Operations, Citibank NA Global
                                                                       Consumer Banking Group.

William H. Gross                       Senior Vice President           Managing Director, PIMCO; Senior Vice
Age 55                                                                 President, PIMCO Variable Insurance Trust.

Margaret Isberg                        Senior Vice President           Managing Director, PIMCO.
Age 43

Jeffrey M. Sargent                     Senior Vice President           Vice President and Manager of Investment
Age 36                                                                 Operations Shareholder Services, PIMCO;
                                                                       Senior Vice President, PIMCO Commercial
                                                                       Mortgage Securities Trust, Inc. and PIMCO
                                                                       Variable Insurance Trust; Vice President,
                                                                       PIMCO Funds: Multi-Manager Series.

Leland T. Scholey                      Senior Vice President           Senior Vice President, PIMCO. Formerly Vice
Age 47                                                                 President, PIMCO.

Raymond C. Hayes                       Vice President                  Vice President, PIMCO. Formerly Marketing
Age 54                                                                 Director, Pacific Financial Asset Management
                                                                       Corporation.
</TABLE>


                                       41
<PAGE>

<TABLE>
<CAPTION>
                                            Position with                        Principal Occupation(s)
Name, Address and Age                         the Trust                        During the Past Five Years
- ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>
Thomas J. Kelleher, III                Vice President                  Vice President, PIMCO. Previously associated
Age 49                                                                 with Delaware Trust, Mellon Bank and Girard
                                                                       Trust (bank trust departments).

Henrik P. Larsen                       Vice President                  Manager, Fund Administration, PIMCO; Vice
Age 29                                                                 President, PIMCO Commercial Mortgage
                                                                       Securities Trust, Inc. and PIMCO Variable
                                                                       Insurance Trust. Formerly Supervisor, PIMCO.

Daniel T. Ludwig                       Vice President                  Account Manager, PIMCO. Formerly Vice
Age 41                                                                 President, Fidelity Investments;
                                                                       Institutional Sales Representative, CS First
                                                                       Boston.

Andre Mallegol                         Vice President                  Vice President, PIMCO. Formerly associated
Age 33                                                                 with Fidelity Investments Institutional
                                                                       Services Company.

James F. Muzzy                         Vice President                  Managing Director, PIMCO; Senior Vice
Age 60                                                                 President, PIMCO Variable Insurance Trust.

Douglas J. Ongaro                      Vice President                  Vice President, PIMCO. Formerly Regional
Age 38                                                                 Marketing Manager, Charles Schwab & Co., Inc.

David J. Pittman                       Vice President                  Vice President, PIMCO. Formerly a senior
Age 51                                                                 executive with Bank of America, the Northern
                                                                       Trust Co. and NationsBank.

Mark A. Romano                         Vice President                  Vice President, PIMCO. Previously associated
Age 41                                                                 with Wells Fargo's institutional money
                                                                       management group and First Interstate's
                                                                       Pacifica family of mutual funds.

William S. Thompson, Jr.               Vice President                  Chief Executive Officer and Managing
Age 54                                                                 Director, PIMCO; Senior Vice President, PIMCO
                                                                       Variable Insurance Trust; Vice President,
                                                                       PIMCO Commercial Mortgage Securities Trust,
                                                                       Inc. Formerly Managing Director, Salomon
                                                                       Brothers, Inc.
</TABLE>


                                       42
<PAGE>

<TABLE>
<CAPTION>
                                            Position with                        Principal Occupation(s)
Name, Address and Age                         the Trust                        During the Past Five Years
- ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>
John P. Hardaway                       Treasurer                       Senior Vice President and Manager of
Age 42                                                                 Investment Operations Accounting, PIMCO;
                                                                       Treasurer, PIMCO Commercial Mortgage
                                                                       Securities Trust, Inc., PIMCO Funds:
                                                                       Multi-Manager Series and PIMCO Variable
                                                                       Insurance Trust. Formerly Vice President,
                                                                       PIMCO.

Garlin G. Flynn                        Secretary                       Specialist, PIMCO; Secretary, PIMCO
Age 53                                                                 Commercial Mortgage Securities Trust, Inc.
                                                                       and PIMCO Variable Insurance Trust; Assistant
                                                                       Secretary, PIMCO Funds: Multi-Manager Series.
                                                                       Formerly Senior Fund Administrator, PIMCO;
                                                                       Senior Mutual Fund Analyst, PIMCO Advisors
                                                                       Institutional Services.

Joseph D. Hattesohl                    Assistant Treasurer             Vice President and Manager of Financial
Age 35                                                                 Reporting and Taxation, PIMCO; Assistant
                                                                       Treasurer, PIMCO Funds: Multi-Manager Series,
                                                                       PIMCO Commercial Mortgage Securities Trust,
                                                                       Inc. and PIMCO Variable Insurance Trust.
                                                                       Formerly, Manager of Fund Taxation, PIMCO;
                                                                       Director of Financial Reporting, Carl J.
                                                                       Brown & Co.; Tax Manager, Price Waterhouse LLP.

Michael J. Willemsen                   Assistant Secretary             Manager, PIMCO; Assistant Secretary, PIMCO
Age 39                                                                 Commercial Mortgage Securities Trust, Inc.
                                                                       and PIMCO Variable Insurance Trust. Formerly
                                                                       Project Lead, PIMCO.
</TABLE>
___________________
     * Each of Mr. Harris and Mr. Burns is an "interested person" of the Trust
(as that term is defined in the 1940 Act) because of his affiliations with
PIMCO.

Compensation Table

     The following table sets forth information regarding compensation received
by the Trustees for the fiscal year ended March 31, 1999.

                                       43
<PAGE>

<TABLE>
<CAPTION>
                                        Aggregate        Total Compensation from
                                      Compensation       Trust and Fund Complex
     Name and Position                from Trust/1/         Paid to Trustees/2/
     -----------------                -------------      -----------------------
     <S>                              <C>                <C>
     Guilford C. Babcock                  $58,000                 $78,500
     Trustee

     Vern O. Curtis                       $59,500                 $81,000
     Trustee

     Thomas P. Kemp                       $58,000                 $78,500
     Trustee

     William J. Popejoy                   $58,000                 $78,500
     Trustee
</TABLE>

1 Each Trustee, other than those affiliated with the Adviser or its affiliates,
  receives an annual retainer of $45,000 plus $3,000 for each Board of Trustees
  meeting attended in person and $500 for each meeting attended telephonically,
  plus reimbursement of related expenses.  In addition, a Trustee serving as a
  Committee Chair, other than those affiliated with the Adviser or its
  affiliates, receives an additional annual retainer of $1,500. For the fiscal
  year ended March 31, 1999, the unaffiliated Trustees as a group received
  compensation in the amount of $233,500.

2 Each Trustee also serves as a Director of PIMCO Commercial Mortgage Securities
  Trust, Inc., a registered closed-end management investment company, and as a
  Trustee of PIMCO Variable Insurance Trust, a registered open-end management
  investment company.  For their services to PIMCO Commercial Mortgage
  Securities Trust, Inc., the Directors listed above received an annual retainer
  of $6,000 plus $1,000 for each Board of Directors meeting attended in person
  and $500 for each meeting attended telephonically, plus reimbursement of
  related expenses. In addition, a Director serving as a Committee Chair, other
  than those affiliated with the Adviser or its affiliates, receives an
  additional annual retainer of $500. For the one year period ended March 31,
  1999, the unaffiliated Directors as a group received compensation in the
  amount of $42,500.

  The Trustees listed above, for their services as Trustees of PIMCO Variable
  Insurance Trust, receive an annual retainer of $4,000 plus $1,500 for each
  Board of Trustees meeting attended in person and $500 for each meeting
  attended telephonically, plus reimbursement of related expenses.  In addition,
  a Trustee serving as a Committee Chair, other than those affiliated with the
  Adviser or its affiliates, receives an additional annual retainer of $500.
  For the one year period ended March 31, 1999, the unaffiliated Trustees as a
  group received compensation in the amount of $40,500.

Investment Adviser

  PIMCO serves as investment adviser to the Funds pursuant to an investment
advisory contract ("Advisory Contract") between PIMCO and the Trust.  PIMCO is a
subsidiary partnership of PIMCO Advisors. The general partners of PIMCO Advisors
are PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P. ("PAH"). PIMCO
Partners, G.P. is a general partnership between PIMCO Holding LLC, a Delaware
limited liability company and an indirect wholly-owned subsidiary of Pacific
Life Insurance Company, and PIMCO Partners LLC, a California limited liability
company controlled by the current Managing Directors and two former Managing
Directors of PIMCO. PIMCO Partners, G.P. is the sole general partner of PAH.

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

                                       44
<PAGE>

responsibility for the business and affairs of the Trust, periodic reports on
the investment performance of each Fund.

  On October 31, 1999, PIMCO Advisors, PAH and Allianz AG ("Allianz") announced
that they had reached a definitive agreement pursuant to which Allianz will
acquire majority ownership of PIMCO Advisors and its subsidiaries, including
PIMCO (the "Allianz Transaction"). Under the terms of the transaction, Allianz
will acquire all of PAH, the majority holding company parent of PIMCO Advisors.
Pacific Life Insurance Company will retain an approximately 30% interest in
PIMCO Advisors. The Allianz Transaction is expected to be completed by the end
of the first quarter of 2000.

   Allianz is the world's second largest insurance company and a leading
provider of financial services, particularly in Europe, and is represented in 68
countries world-wide through subsidiaries, branch and representative offices,
and other affiliated entities. Allianz has a stated growth strategy to be among
the top five providers of its services in the world's key markets. Allianz
currently has assets under management of more than $390 billion, and in its last
fiscal year wrote approximately $50 billion in gross insurance premiums. After
consummation of the transaction, the combined firms will have over $650 billion
in assets under management.

  Affiliates of Allianz currently include Dresdner Bank AG, Deutsche Bank AG,
Munich Re, and HypoVereinsbank. These entities, as well as certain
broker-dealers controlled by or affiliated with these entities such as Bankers
Trust Company and BT Alex Brown, Inc., are considered the "Affiliated Brokers".
Once the Allianz transaction is consummated, absent an SEC exemption or other
relief, the Funds would generally be precluded from effecting principal
transactions with the Affiliated Brokers, and their ability to purchase
securities being underwritten by an Affiliated Broker or to utilize the
Affiliated Brokers for agency transactions would be subject to restrictions.
PIMCO does not believe that the restrictions on transactions with the Affiliated
Brokers described above will materially adversely affect its ability, post-
closing, to provide services to the Funds, the Funds' ability to take advantage
of market opportunities, or the Funds overall performance.

  The consummation of the Allianz Transaction is subject to the approval of
the public unitholders of PAH, as well as to regulatory and client approvals,
including the approval of the Board of Trustees of the Trust and the approval of
the shareholders of the Funds, and other conditions customary to transactions of
this kind.

  This Statement of Additional Information will be supplemented or revised if
the Allianz Transaction does not occur substantially as set forth above.

  Under the terms of the Advisory Contract, PIMCO is obligated to manage the
Funds in accordance with applicable laws and regulations.  The investment
advisory services of PIMCO to the Trust are not exclusive under the terms of the
Advisory Contract.  PIMCO is free to, and does, render investment advisory
services to others.  The current Advisory Contract was approved by the Board of
Trustees, including a majority of the Trustees who are not parties to the
Advisory Contract or interested persons of such parties ("Independent
Trustees"), at a meeting held on November 22, 1994, as supplemented at meetings
held on October 1, 1995, November 21, 1995, February 27, 1996, November 19,
1996, January 14, 1997, May 27, 1997, February 24, 1998, August 25, 1998 and May
25, 1999, and was last approved by the Trustees on August 24, 1999 and by
shareholders of all then-operational Funds on October 17, 1994.

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

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


<TABLE>
<CAPTION>
                                                            Advisory
Fund                                                        Fee Rate
- ----                                                        --------
<S>                                                         <C>
Money Market Fund.........................................   0.15%
Short Duration Municipal Income Fund......................   0.20%
Commercial Mortgage Securities, Strategic Balanced,
 Convertible Bond, StocksPLUS, and StocksPLUS Short
 Strategy Funds...........................................   0.40%
Emerging Markets Bond and Emerging Markets Bond II Funds..   0.45%
All other Funds...........................................   0.25%
</TABLE>

  For the fiscal years ended March 31, 1999, 1998, and 1997, the aggregate
amount of the advisory fees paid by each operational Fund was as follows:

<TABLE>
Fund                                           Year Ended             Year Ended               Year Ended
- ----                                            3/31/99                 3/31/98                  3/31/97
                                               -----------            -----------              -----------
<S>                                            <C>                    <C>                      <C>
Money Market Fund*                             $   364,480            $   205,384              $    67,626
Short-Term Fund                                  1,163,042                487,226                  311,485
Low Duration Fund                                8,636,635              7,416,427                6,877,132
Low Duration Fund II                             1,060,930                869,853                  685,047
Low Duration Fund III                               61,917                 32,700                    6,114
Low Duration Mortgage Fund                           9,728                  5,914                      N/A
Moderate Duration Fund                             685,876                294,466                    6,525
Real Return Bond Fund                               37,011                 18,838                    2,453
Total Return Fund                               55,229,968             38,327,843               29,232,090
Total Return Fund II*                            2,107,392              1,145,766                1,171,011
Total Return Fund III                            1,045,573                701,110                  423,216
Total Return Mortgage Fund                           9,766                  5,679                      N/A
High Yield Fund                                  6,323,956              3,670,999                1,983,580
Long-Term U.S. Government Fund                     419,981                117,242                   64,058
Global Bond Fund                                   666,901                642,260                  423,547
</TABLE>


                                       45
<PAGE>

<TABLE>
<S>                                            <C>                      <C>                      <C>
Global Bond Fund II**                              106,821                 50,123                   41,683
Foreign Bond Fund                                1,325,590                811,698                  541,283
International Bond Fund                          1,283,333              2,045,487                2,810,494
Emerging Markets Bond Fund                          19,121                 11,365                      N/A
Emerging Markets Bond Fund II                      298,301                    N/A                      N/A
Municipal Bond Fund                                107,083                    N/A                      N/A
Strategic Balanced Fund                            201,742                117,547                   31,660
StocksPLUS Fund                                  3,432,600              1,919,328                  779,413
</TABLE>
____________________

  * The PIMCO Money Market Fund, for the fiscal year ended October 31, 1995,
paid aggregate advisory fees in the amount of $14,500. The PIMCO Total Return
Fund II, for the fiscal year ended October 31, 1995, paid aggregate advisory
fees in the amount of $1,009,081. See "The Reorganization of the PIMCO Money
Market and Total Return II Funds" for additional information.

  ** The PIMCO Global Bond Fund II, for the fiscal year ended September 30,
1996, paid aggregate management fees in the amount of $54,325, pursuant to a
management contract between PIMCO Advisors Funds and PIMCO Advisors, under which
PIMCO Advisors provided or procured investment advisory services for the Fund.
See "The Reorganization of the PIMCO Global Bond Fund II" for additional
information.

Fund Administrator

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

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                                   Administrative Fee Rate
                                                                   -----------------------
                                           Institutional and         Class A,                       Class J
Fund                                      Administrative Class       B and C         Class D*        and K
- ----                                      --------------------      ----------       --------       -------
<S>                                       <C>                       <C>            <C>              <C>
Money Market                                    0.20%                  0.35%           0.45%          0.25%
Short-Term Fund                                 0.20%                  0.35%           0.50%          0.25%
Low Duration and Total Return                   0.18%                  0.40%           0.50%          0.25%
    Funds
Moderate Duration Fund                          0.20%                  0.40%           0.65%          0.25%
Short Duration Municipal Income                 0.19%                  0.35%           0.60%          0.25%
Municipal Bond Fund                             0.25%                  0.35%           0.60%          0.25%
California Intermediate Municipal Bond          0.24%                  0.35%           0.60%          0.25%
 and New York Intermediate Municipal
 Bond Funds
Global Bond and Global Bond II                  0.30%                  0.45%           0.70%          0.30%
    Funds
Foreign Bond Fund                               0.25%                  0.45%           0.70%          0.25%
International Bond Fund                         0.25%                  0.45%           0.70%          0.30%
Emerging Markets Bond and Emerging              0.40%                  0.55%           0.80%          0.30%
    Markets Bond II Funds
All other Funds                                 0.25%                  0.40%           0.65%          0.25%
</TABLE>
- -------------------
* As described below, the Administration Agreement includes a plan adopted under
  Rule 12b-1 which provides for the payment of up to .25% of the Class D
  Administrative Fee rate as reimbursement for expenses in respect of activities
  that may be deemed to be primarily intended to result in the sale of Class D
  shares.

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

  Class-specific expenses include distribution and service fees payable with
respect to different classes of shares and administrative fees as described
above, and may include certain other expenses as permitted by the Trust's
Amended and Restated Multi-Class Plan adopted pursuant to Rule 18f-3 under the
1940 Act and subject to review and approval by the Trustees.

  The Administration Agreement may be terminated by the Trustees, or by a vote
of a majority of the outstanding voting securities of the Trust, Fund, or Class
as applicable, at any time on 60 days' written notice.  Following the expiration
of the one-year period commencing with the effectiveness of the Administration
Agreement, it may be terminated by PIMCO, also on 60 days' written notice.

  The Administration Agreement is subject to annual approval by the Board,
including a majority of the Trust's Independent Trustees (as that term is
defined in the 1940 Act).  The current Administration Agreement was approved by
the Board of Trustees, including all of the Independent Trustees at a meeting
held on February 24, 1998, as supplemented on August 25, 1998, February 23, 1999
and May 25, 1999.  In approving the Administration Agreement, the Trustees
determined that:  (1) the Administration Agreement is in the best interests of
the Funds and their shareholders; (2) the services to be performed under the
Agreement are services required for the operation of the Funds; (3) PIMCO is
able to provide, or to procure,

                                       47
<PAGE>

services for the Funds which are at least equal in nature and quality to
services that could be provided by others; and (4) the fees to be charged
pursuant to the Agreement are fair and reasonable in light of the usual and
customary charges made by others for services of the same nature and quality.

  Under the Administration Agreement, the Administrator or an affiliate may pay
financial service firms a portion of the Class D administration fees in return
for the firms' services (normally not to exceed an annual rate of .35% of a
Fund's average daily net assets attributable to Class D shares purchase through
such firms).  The Administration Agreement includes a plan specific to Class D
shares that has been adopted in conformity with the requirements set forth under
Rule 12b-1 of the 1940 Act to allow for payment of up to .25% per annum of the
Class D administrative fees as reimbursement for expenses in respect of
activities that may be deemed to be primarily intended to result in the sale of
Class D shares.  The principal types of activities for which such payments may
be made are services in connection with the distribution and marketing of Class
D shares and/or the provision of shareholder services.  See "Distribution of
Trust Shares - Plan for Class D Shares."

  For the fiscal years ended March 31, 1999, 1998, and 1997, the aggregate
amount of the administration fees paid by each operational Fund was as follows:

<TABLE>
Fund                                                    Year Ended           Year Ended           Year Ended
- ----                                                      3/31/99              3/31/98              3/31/97
                                                       -----------          -----------          -----------
<S>                                                    <C>                  <C>                  <C>
Money Market Fund*                                     $   731,013          $   423,936          $   117,570
Short-Term Fund                                          1,024,794              410,894              249,655
Low Duration Fund                                        6,841,437            5,665,996            5,005,045
Low Duration Fund II                                     1,060,930              869,853              685,047
Low Duration Fund III                                       61,917               32,700                6,114
Low Duration Mortgage Fund                                   9,728                5,914                  N/A
Moderate Duration Fund                                     548,701              235,572                5,220
Real Return Bond Fund                                       48,397               21,841                2,503
Total Return Fund                                       43,425,035           29,219,721           21,266,359
Total Return Fund II*                                    2,107,391            1,145,766            1,171,011
Total Return Fund III                                    1,045,572              701,110              423,216
Total Return Mortgage Fund                                   9,937                5,679                  N/A
High Yield Fund                                          7,243,110            4,258,485            2,071,177
Long-Term U.S. Government Fund                             508,159              130,444               64,374
Global Bond Fund                                           800,281              770,719              508,256
Global Bond Fund II**                                      151,390               87,617               14,646
Foreign Bond Fund                                        1,454,801              849,691              540,519
International Bond Fund                                  1,283,333            2,045,487            2,810,494
Emerging Markets Bond Fund                                  18,034               10,526                  N/A
Emerging Markets Bond Fund II                              265,156                  N/A                  N/A
Municipal Bond Fund                                        145,118                  N/A                  N/A
Strategic Balanced Fund                                    126,263               73,467               19,788
StocksPLUS Fund                                          2,757,948            1,392,509              491,519
</TABLE>
____________________

  * The PIMCO Money Market Fund, for the fiscal year ended October 31, 1995,
paid aggregate administration fees in the amount of $24,166. The PIMCO Total
Return Fund II, for the fiscal year ended October 31, 1995, paid aggregate
administration fees in the amount of $1,009,081. See "The Reorganization of the
PIMCO Money Market and Total Return II Funds" for additional information.

  ** The PIMCO Global Bond Fund II, for the fiscal year ended September 30,
1996, paid aggregate management fees in the amount of $54,325, pursuant to a
management contract between PIMCO Advisors Funds and PIMCO Advisors, under which
PIMCO Advisors provided or procured administrative services for the Fund. See
"The Reorganization of the PIMCO Global Bond Fund II" for additional
information.

                                       48
<PAGE>

                         DISTRIBUTION OF TRUST SHARES

Distributor and Multi-Class Plan

     PIMCO Funds Distributors LLC (the "Distributor") serves as the principal
underwriter of each class of the Trust's shares pursuant to a distribution
contract ("Distribution Contract") with the Trust which is subject to annual
approval by the Board.  The Distributor is a wholly owned subsidiary of PIMCO
Advisors. The Distributor, located at 2187 Atlantic Street, Stamford,
Connecticut 06902, is a broker-dealer registered with the Securities and
Exchange Commission.  The Distribution Contract is terminable with respect to a
Fund or class without penalty, at any time, by the Fund or class by not more
than 60 days' nor less than 30 days' written notice to the Distributor, or by
the Distributor upon not more than 60 days' nor less than 30 days' written
notice to the Trust.  The Distributor is not obligated to sell any specific
amount of Trust shares.

     The Distribution Contract will continue in effect with respect to each 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 Trustees who are not interested persons of the Trust (as defined in the 1940
Act) and who have no direct or indirect financial interest in the Distribution
Contract, the Administration Agreement or the Distribution and/or Servicing
Plans described below; and (ii) by the vote of a majority of the entire Board of
Trustees cast in person at a meeting called for that purpose.  If the
Distribution Contract is terminated (or not renewed) with respect to one or more
Funds or classes thereof, it may continue in effect with respect to any class of
any Fund as to which it has not been terminated (or has been renewed).

     The Trust offers eight classes of shares: Class A, Class B, Class C, Class
D, Class J, Class K, the Institutional Class and the Administrative Class. Class
J and Class K shares are offered only to non-U.S. investors outside the United
States.

     Class A, Class B and Class C shares of the Trust are offered through firms
("participating brokers") which are members of the National Association of
Securities Dealers, Inc. ("NASD"), and which have dealer agreements with the
Distributor, or which have agreed to act as introducing brokers for the
Distributor ("introducing brokers").

     Class D shares are generally offered to clients of financial service firms,
such as broker-dealers or registered investment advisors, with which the
Distributor has an agreement for the use of PIMCO Funds: Pacific Investment
Management Series in particular investment products, programs or accounts for
which a fee may be charged.

     Institutional Class shares are offered primarily for direct investment by
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations, corporations and high net worth individuals.
(Institutional Class shares may also be offered through certain financial
intermediaries that charge their customers transaction or other fees with
respect to the customer's investment in the Funds.)  Administrative Class shares
are offered primarily through employee benefit plans alliances, broker-dealers,
and other intermediaries, and each Fund pays service or distribution fees to
such entities for services they provide to Administrative Class shareholders.

     Class J and Class K shares are offered through foreign broker dealers,
banks and other financial institutions. Class J and Class K shares are offered
to non-U.S. investors as well as though various non-U.S. investment products,
programs or accounts for which a fee may be charged by investment intermediaries
in addition to those described in the Prospectus and SAI.

     The Trust has adopted an Amended and Restated Multi-Class Plan ("Multi-
Class Plan") pursuant to Rule 18f-3 under the 1940 Act. Under the Multi-Class
Plan, shares of each class of each Fund represent an

                                       49
<PAGE>

equal pro rata interest in such Fund and, generally, have identical voting,
dividend, liquidation, and other rights, preferences, powers, restrictions,
limitations, qualifications and terms and conditions, except that: (a) each
class has a different designation; (b) each class of shares bears any class-
specific expenses allocated to it; and (c) each class has exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution or service arrangements, and each class 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 bears any class specific expenses allocated to such
class, such as expenses related to the distribution and/or shareholder servicing
of such class.  In addition, 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.  In addition, each class may have a differing sales charge
structure, and differing exchange and conversion features.

Contingent Deferred Sales Charge and Initial Sales Charge

     As described in the Class A, B and C Prospectus under the caption
"Investment Options (Class A, B and C Shares)," a contingent deferred sales
charge is imposed upon certain redemptions of the Class A, Class B and Class C
shares. No contingent deferred sales charge is currently imposed upon
redemptions of Class D, Institutional Class or Administrative Class 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.

     During the fiscal years ended March 31, 1999, March 31, 1998 and March 31,
1997, the Distributor received the following aggregate amounts in contingent
deferred sales charges on Class A shares, Class B shares and Class C shares of
the Funds:

<TABLE>
<CAPTION>
                    Year Ended 3/31/99   Year Ended 3/31/98   Year Ended 3/31/97
                    ------------------   ------------------   ------------------
<S>                 <C>                  <C>                  <C>
Class A                     $37,142             $37,724                $670
Class B                  $1,653,443            $694,715             $85,380
Class C                    $543,223            $246,969             $44,409
</TABLE>

     In certain cases described in the Class A, B and C 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.

     As described in the Class A, B and C Prospectus under the caption
"Investment Options (Class A, B and C 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 March 31, 1999, March 31, 1998, and March 31,
1997, the Distributor received an aggregate of $6,227,864, $2,598,104 and
389,133, respectively, and retained $750,751, $186,443 and $45,871,
respectively, in initial sales charges paid by Class A shareholders of the
Trust.

                                       50
<PAGE>

Distribution and Servicing Plans for Class A, Class B and Class C Shares

     As stated in the text of the Class A, B and C Prospectus under the caption
"Management of the Trust--Distribution and Servicing (12b-1) Plans," Class A,
Class B and Class C shares of the Trust are continuously offered through
participating brokers which are members of the NASD and which have dealer
agreements with the Distributor, or which have agreed to act as introducing
brokers.

     Pursuant to separate Distribution and Servicing Plans for Class A, Class B
and Class C shares (the "Retail Plans"), as described in the Class A, B and C
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 below,
the distribution and servicing fees may be paid with respect to services
rendered and expenses borne in the past with respect to Class A, Class B and
Class C shares as to which no distribution and servicing fees were paid on
account of such limitations. As described in the Class A, B and C Prospectus,
the Distributor pays (i) all or a portion of the distribution fees it receives
from the Trust to participating and introducing brokers, and (ii) all or a
portion of the servicing fees it receives from the Trust to participating and
introducing brokers, certain banks and other financial intermediaries.

     The Distributor 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 and 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 also 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 (although the Distributor may
pay brokers additional compensation in connection with sales of Class A shares
without a sales charge). In the case of Class B shares, participating brokers
and other financial intermediaries 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 Contract 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 current shareholders.

     The Retail Plans were adopted pursuant to Rule 12b-l under the 1940 Act 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 Retail 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 Class C shares may be spent
by the Distributor on any activities or expenses primarily intended to result in
the sale of Class B or Class 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 Class C shares,
printing of prospectuses and reports for other than existing Class B or Class C
shareholders, advertising, and preparation, printing and distribution of sales
literature. The servicing fee, applicable to Class A, Class B and Class C 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 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

                                       51
<PAGE>

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 Class A, Class B or Class C 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 intermediaries) of up
to the following percentages annually of the average daily net assets
attributable to shares in the accounts of their customers or clients:

<TABLE>
<CAPTION>
                                                         Servicing      Distribution
Class A                                                  Fee(1)         Fee(1)
- ------------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Money Market Fund                                           0.10%           N/A
- ------------------------------------------------------------------------------------
All other Funds                                             0.25%           None

Class B(2)
- ------------------------------------------------------------------------------------
All Funds                                                   0.25%           None

Class C - Shares purchased on or after 7/1/91(3)
- ------------------------------------------------------------------------------------
Money Market Fund                                           0.10%           0.00%
- ------------------------------------------------------------------------------------
Short-Term and Short Duration Municipal                     0.25%           0.25%
Income Funds
- ------------------------------------------------------------------------------------
Low Duration, Real Return Bond,                             0.25%           0.45%
Municipal Bond, California Intermediate
Municipal Bond, New York Intermediate
Municipal Bond and StocksPLUS Funds
- ------------------------------------------------------------------------------------
All other Funds                                             0.25%           0.65%

Class C - Shares purchased before 7/1/91
- ------------------------------------------------------------------------------------
Money Market Fund                                           0.10%           0.00%
- ------------------------------------------------------------------------------------
All other Funds                                             0.25%           None

</TABLE>

1.   Applies, in part, to Class A, Class B and Class C shares of the Trust
     issued to former shareholders of PIMCO Advisors Funds in connection with
     the reorganizations/mergers of series of PIMCO Advisors Funds as/with Funds
     of the Trust in a transaction which took place on January 17, 1997.
2.   Payable only with respect to shares outstanding for one year or more.
3.   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.

     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 Class A, Class B and Class C shares of the Funds. On some
occasions, such bonuses or incentives may be conditioned upon the sale of a
specified

                                       52
<PAGE>

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. Pacific Investment Management (in its
capacity as administrator) may also pay participating brokers and other
intermediaries for sub-transfer agency and other services.

     If in any year the Distributor's expenses incurred in connection with the
distribution of Class B and Class C shares and, for Class A, Class B and Class C
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 Retail 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 Retail Plan terminates.

     Each Retail Plan may be terminated with respect to 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
Contract ("Disinterested Trustees") or by vote of a majority of the outstanding
voting securities of the relevant class of that Fund. Any change in any Retail
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 written reports of such
costs and the purposes for which such costs have been incurred. Each Retail Plan
may be amended by vote of the Disinterested Trustees cast in person at a meeting
called for the purpose. As long as the Retail 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 Trustees.

     The Retail 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
Disinterested 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.

     The Retail Plans went into effect for the Trust in January 1997. If a
Retail Plan is terminated (or not renewed) with respect to one or more Funds, it
may continue in effect with respect to any class of any Fund as to which it has
not been terminated (or has been renewed).

     The Trustees believe that the Retail Plans will provide benefits to the
Trust. The Trustees believe that the Retail Plans will result 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 occur in
the absence of the Retail Plans or under alternative distribution schemes.
Although the Funds' expenses are essentially fixed, the Trustees believe that
the effect of the Retail Plans on sales and/or redemptions may benefit the Trust
by reducing Fund expense ratios and/or by affording greater flexibility to
Portfolio Managers.  From time to time, expenses of the Distributor incurred in
connection with the sale of Class B and Class C shares of the Funds, and in
connection with the servicing of Class B and Class C shareholders of the Funds
and the maintenance of shareholder accounts, may exceed the distribution and
servicing fees collected by the Distributor.  The Trustees consider such
unreimbursed amounts, among other factors, in determining whether to cause the
Funds to continue payments of distribution and servicing fees in the future with
respect to Class B and Class C shares.

Payments Pursuant to Class A Plan

     For the fiscal years ended March 31, 1999, March 31, 1998 and March 31,
1997, the Trust paid the Distributor an aggregate of $3,158,937, $1,180,030 and
$108,294, respectively, pursuant to the Distribution and Servicing Plan for
Class A shares, of which the indicated amounts were attributable to the
following Funds:

                                       53
<PAGE>

<TABLE>
<CAPTION>
                                        Year Ended    Year Ended    Year Ended
Fund                                      3/31/99       3/31/98       3/31/97
- ----                                    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>
Money Market Fund                       $   79,137      $ 38,216      $  5,447
Short-Term Fund                            123,595        23,033           530
Low Duration Fund                          382,868       192,859        27,514
Real Return Fund                             6,053         1,143             0
Total Return Fund                        1,980,636       679,157        47,448
High Yield Fund                            234,956       121,858        15,347
Long-Term U.S. Government Fund              39,481         8,199           396
Global Bond Fund II                         12,179        20,868         9,836
Foreign Bond Fund                           52,053        10,245           127
Emerging Markets Bond Fund                     498           316             0
Municipal Bond                              14,101             0             0
StocksPLUS Fund                            233,380        84,136         1,609
</TABLE>

     During the fiscal year ended March 31, 1999, the amounts collected pursuant
to the Distribution and Servicing Plan for Class A shares were used as follows:
sales commissions and other compensation to sales personnel, $2,527,150;
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), $631,787.
These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:

<TABLE>
<CAPTION>
                                                      Sales Material
                                                         and Other
Fund                                    Compensation     Expenses        Total
- ----                                    ------------  --------------     -----
<S>                                     <C>           <C>             <C>
Money Market Fund                       $  103,815       $ 25,954     $  129,768
Short-Term Fund                            109,015         27,254        136,269
Low Duration Fund                          256,567         64,142        320,708
Real Return Bond Fund                        8,431          2,108         10,539
Total Return Fund                        1,548,329        387,082      1,935,411
High Yield Fund                            208,082         52,021        260,103
Long-Term U.S. Government Fund              39,784          9,946         49,730
Global Bond Fund II                          3,688            922          4,610
Foreign Bond Fund                           39,181          9,795         48,977
Emerging Markets Bond Fund                     231             58            289
Municipal Bond Fund                          9,497          2,374         11,871
StocksPLUS Fund                            200,530         50,133        250,663
</TABLE>

Payments Pursuant to Class B Plan

     For the fiscal years ended March 31, 1999, March 31, 1998 and March 31,
1997, the Trust paid the Distributor an aggregate of $8,169,977, $2,884,164 and
$293,036, respectively, pursuant to the Distribution and Servicing Plan for
Class B shares, of which the indicated amounts were attributable to the
following Funds:

<TABLE>
<CAPTION>
                                        Year Ended    Year Ended    Year Ended
Fund                                      3/31/99       3/31/98       3/31/97
- ----                                    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>
Money Market Fund                       $   86,809    $   27,747     $  4,084
Short-Term Fund                             21,254         7,508          156
Low Duration Fund                          433,206        95,153        9,853
</TABLE>

                                       54
<PAGE>

<TABLE>
<S>                                     <C>           <C>           <C>
Real Return Fund                            28,545         9,701          256
Total Return Fund                        3,372,168     1,153,121      140,575
High Yield Fund                          2,065,488     1,013,423      110,003
Long-Term U.S. Government Fund             229,521        28,337          361
Global Bond Fund II                         45,566        42,965       18,506
Foreign Bond Fund                          164,040        58,084        1,129
Emerging Markets Bond Fund                   2,953           928            0
Municipal Bond                              40,680             0            0
StocksPLUS Fund                          1,679,748       447,197        8,113
</TABLE>

     During the fiscal year ended March 31, 1999, the amounts collected pursuant
to the Distribution and Servicing Plan for Class B shares were used as follows:
sales commissions and other compensation to sales personnel, $6,535,982;
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), $1,633,995.
These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:

<TABLE>
<CAPTION>
                                                      Sales Material
                                                         and Other
Fund                                    Compensation     Expenses        Total
- ----                                    ------------  --------------     -----
<S>                                     <C>           <C>             <C>
Money Market Fund                       $   77,056        $ 19,264    $   96,320
Short-Term Fund                             19,361           4,840        24,201
Low Duration Fund                          333,694          83,423       417,117
Real Return Bond Fund                       18,677           4,669        23,346
Total Return Fund                        2,816,842         704,210     3,521,052
High Yield Fund                          1,465,286         366,321     1,831,608
Long-Term U.S. Government Fund             193,955          48,489       242,444
Global Bond Fund II                         24,775           6,194        30,968
Foreign Bond Fund                          108,858          27,214       136,072
Emerging Markets Bond Fund                   2,036             509         2,545
Municipal Bond Fund                         31,208           7,802        39,009
StocksPLUS Fund                          1,444,236         361,059     1,805,295
</TABLE>

Payments Pursuant to Class C Plan

     For the fiscal years ended March 31, 1999, March 31, 1998 and March 31,
1997, the Trust paid the Distributor an aggregate of $11,016,442, $7,026,337 and
$1,219,775, respectively, pursuant to the Distribution and Servicing Plan for
Class C shares, of which the indicated amounts were attributable to the
following Funds:

<TABLE>
<CAPTION>
                                        Year Ended    Year Ended    Year Ended
Fund                                      3/31/99       3/31/98       3/31/97
- ----                                    ----------    ----------    ----------
<S>                                     <C>           <C>           <C>
Money Market Fund                       $   75,541    $   59,070     $ 12,352
Short-Term Fund                             61,224        22,612          462
Low Duration Fund                          645,396       461,997       92,491
Real Return Fund                            16,396         4,292           79
Total Return Fund                        5,309,578     3,510,589      666,085
High Yield Fund                          3,098,891     2,415,721      412,589
Long-Term U.S. Government Fund             200,406        26,880          163
Global Bond Fund II                         60,419        56,574       23,021
Foreign Bond Fund                          237,914        91,131        1,520
</TABLE>

                                       55
<PAGE>

<TABLE>
<S>                                     <C>           <C>           <C>
Emerging Markets Bond Fund                   1,972           635            0
Municipal Bond                             211,019             0            0
StocksPLUS Fund                          1,097,998       376,836       11,013
</TABLE>

     During the fiscal year ended March 31, 1999, the amounts collected pursuant
to the Distribution and Servicing Plan for Class C shares were used as follows:
sales commissions and other compensation to sales personnel, $8,813,154;
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), $2,203,288.
These totals, if allocated among (i) compensation and (ii) sales materials and
other expenses for each Fund, were as follows:

<TABLE>
<CAPTION>
                                                      Sales Material
                                                         and Other
Fund                                    Compensation     Expenses        Total
- ----                                    ------------  --------------     -----
<S>                                     <C>           <C>             <C>
Money Market Fund                       $  405,879        $101,470    $  507,349
Short-Term Fund                             83,744          20,936       104,680
Low Duration Fund                          600,960         150,240       751,200
Real Return Bond Fund                       13,618           3,405        17,023
Total Return Fund                        3,838,393         959,598     4,797,991
High Yield Fund                          1,989,895         497,474     2,487,369
Long-Term U.S. Government Fund             170,669          42,667       213,336
Global Bond Fund II                         31,495           7,874        39,368
Foreign Bond Fund                          159,037          39,759       198,797
Emerging Markets Bond Fund                   1,225             306         1,531
Municipal Bond Fund                        203,876          50,969       254,845
StocksPLUS Fund                          1,314,363         328,591     1,642,954
</TABLE>

     From time to time, expenses of principal underwriters incurred in
connection with the distribution of Class B and Class C shares of the Funds, and
in connection with the servicing of Class A, Class B and Class C shareholders of
the Funds and the maintenance of Class A, Class B and Class C shareholder
accounts, may exceed the distribution and/or servicing fees collected by the
Distributor. Class A, Class B and Class C Distribution and Servicing Plans,
which are similar to the Trust's current Plans, were in effect prior to January
17, 1997 in respect of the series of PAF that was the predecessor of the Global
Bond Fund II. As of March 31, 1999, such expenses were approximately $11,665,000
in excess of payments under the Class A Plan, $48,493,000 in excess of payments
under the Class B Plan and $1,770,000 in excess of payments under the Class C
Plan.

     The allocation of such excess (on a pro rata basis) among the Funds listed
below as of March 31, 1999 was as follows:

<TABLE>
<CAPTION>
Fund                                       Class A       Class B       Class C
- ----                                      ----------   -----------   -----------
<S>                                       <C>          <C>           <C>
Money Market Fund                         $  479,195   $   571,708     $ 81,515
Short-Term Fund                              503,199       143,645       16,819
Low Duration Fund                          1,184,278     2,475,803      120,694
Real Return Bond Fund                         38,917       138,573        2,735
Total Return Fund                          7,146,889    20,899,248      770,888
High Yield Fund                              960,482    10,871,531      399,643
Long-Term U.S. Government Fund               183,638     1,439,028       34,277
Global Bond Fund II                           17,024       183,814        6,325
Foreign Bond Fund                            180,855       807,658       31,940
Emerging Markets Bond Fund                     1,066        15,105          246
Municipal Bond Fund                           43,835       231,541       40,946
StocksPLUS Fund                              925,622    10,715,348      263,972
</TABLE>

                                       56
<PAGE>

     The allocation of such excess (on a pro rata basis) among the Funds,
calculated as a percentage of net assets of each Fund listed below as of March
31, 1999 was as follows:

<TABLE>
<CAPTION>
Fund                                          Class A     Class B     Class C
- ----                                         ---------   ---------   ---------
<S>                                          <C>         <C>         <C>
Money Market Fund                               0.63%       3.81%       0.11%
Short-Term Fund                                 0.63        3.81        0.11
Low Duration Fund                               0.63        3.81        0.11
Total Return Fund                               0.63        3.81        0.11
Real Return Fund                                0.63        3.81        0.11
High Yield Fund                                 0.63        3.81        0.11
Long-Term U.S. Government Fund                  0.63        3.81        0.11
Global Bond Fund II                             0.63        3.81        0.11
Foreign Bond Fund                               0.63        3.81        0.11
Emerging Markets Bond Fund                      0.63        3.81        0.11
Municipal Bond Fund                             0.63        3.81        0.11
StocksPLUS Fund                                 0.63        3.81        0.11
</TABLE>

Distribution and Administrative Services Plans for Administrative Class Shares

     The Trust has adopted an Administrative Services Plan and an Administrative
Distribution Plan (together, the "Administrative Plans") with respect to the
Administrative Class shares of each Fund.

     Under the terms of the Administrative Distribution Plan, the Trust is
permitted to reimburse, out of the assets attributable to the Administrative
Class shares of each Fund, in an amount up to 0.25% on an annual basis of the
average daily net assets of that class, financial intermediaries for costs and
expenses incurred in connection with the distribution and marketing of
Administrative Class shares and/or the provision of certain shareholder services
to its customers that invest in Administrative Class shares of the Funds.  Such
services may include, but are not limited to, the following: providing
facilities to answer questions from prospective investors about a Fund;
receiving and answering correspondence, including requests for prospectuses and
statements of additional information; preparing, printing and delivering
prospectuses and shareholder reports to prospective shareholders; complying with
federal and state securities laws pertaining to the sale of Administrative Class
shares; and assisting investors in completing application forms and selecting
dividend and other account options.

     Under the terms of the Administrative Services Plan, the Trust is permitted
to reimburse, out of the assets attributable to the Administrative Class shares
of each Fund, in an amount up to 0.25% on an annual basis of the average daily
net assets of that class, financial intermediaries that provide certain
administrative services for Administrative Class shareholders.  Such services
may include, but are not limited to, the following functions:  receiving,
aggregating and processing shareholder orders; furnishing shareholder sub-
accounting; providing and maintaining elective shareholder services such as
check writing and wire transfer services; providing and maintaining pre-
authorized investment plans; communicating periodically with shareholders;
acting as the sole shareholder of record and nominee for shareholders;
maintaining accounting records for shareholders; answering questions and
handling correspondence from shareholders about their accounts; and performing
similar account administrative services.

     The same entity may be the recipient of fees under both the Administrative
Class Distribution Plan and the Administrative Services Plan, but may not
receive fees under both plans with respect to the same assets.  Fees paid
pursuant to either Plan may be paid for shareholder services and the maintenance
of shareholder accounts, and therefore may constitute "service fees" for
purposes of applicable rules of the National Association of Securities Dealers,
Inc.  Each Plan has been adopted in accordance with the requirements of Rule
12b-1 under the 1940 Act and will be administered in accordance with the
provisions of that rule, except that shareholders will not have the voting
rights set forth in Rule 12b-1

                                       57
<PAGE>

with respect to the Administrative Services Plan that they will have with
respect to the Administrative Distribution Plan.

     Each Administrative Plan provides that it may not be amended to materially
increase the costs which Administrative Class shareholders may bear under the
Plan without the approval of a majority of the outstanding voting securities of
the Administrative Class, and by vote of a majority of both (i) the Trustees of
the Trust and (ii) those 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 any agreements related to it (the "Plan
Trustees"), cast in person at a meeting called for the purpose of voting on the
Plan and any related amendments.

     Each Administrative Plan provides that it may not take effect until
approved by vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Trustees defined above.  The Administrative Class Distribution
Plan further provides that it may not take effect unless approved by the vote of
a majority of the outstanding voting securities of the Administrative Class.

     Each Administrative Plan provides that it shall continue in effect so long
as such continuance is specifically approved at least annually by the Trustees
and the disinterested Trustees defined above.  Each Administrative Plan provides
that any person authorized to direct the disposition of monies paid or payable
by a class pursuant to the Plan or any related agreement shall provide to the
Trustees, and the Board shall review at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.

     Each Administrative Plan is a "reimbursement plan," which means that fees
are payable to the relevant financial intermediary only to the extent necessary
to reimburse expenses incurred pursuant to such plan.  Each Administrative Plan
provides that expenses payable under the Plan may be carried forward for
reimbursement for up to twelve months beyond the date in which the expense is
incurred, subject to the limit that not more that 0.25% of the average daily net
assets of Administrative Class shares may be used in any month to pay expenses
under the Plan.  Each Plan requires that Administrative Class shares incur no
interest or carrying charges.

     Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds.  "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits.  The Trust believes that some, if not
all, of the fees paid pursuant to both Administrative Plans will qualify as
"service fees" and therefore will not be limited by NASD rules.

     Institutional and Administrative Class shares of the Trust may also be
offered through certain brokers and financial intermediaries ("service agents")
that have established a shareholder servicing relationship with the Trust on
behalf of their customers.  The Trust pays no compensation to such entities
other than service fees paid with respect to Administrative Class shares.
Service agents may impose additional or different conditions than the Trust on
the purchase, redemption or exchanges of Trust shares by their customers.
Service agents may also independently establish and charge their customers
transaction fees, account fees and other amounts in connection which purchases,
sales and redemption of Trust shares in addition to any fees charged by the
Trust.  Each service agent is responsible for transmitting to its customers a
schedule of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions.  Shareholders who are customers
of service agents should consult their service agents for information regarding
these fees and conditions.

Payments Pursuant to the Administrative Plans

     For the fiscal years ended March 31, 1999, March 31, 1998 and March 31,
1997 the Trust paid qualified service providers an aggregate amount of
$3,691,082, $850,407 and $301,019, respectively, pursuant to the Administrative
Services Plan and the Administrative Distribution Plan.  Such payments were
allocated among the Funds listed below as follows:

                                       58
<PAGE>

<TABLE>
<CAPTION>
                                         Year Ended    Year Ended    Year Ended
Fund                                       3/31/99       3/31/98       3/31/97
- ----                                     ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
Money Market Fund                        $   10,213     $    716      $      0
Short-Term Fund                              16,719       10,315         4,289
Low Duration Fund                           297,918       72,650        33,143
Low Duration Fund II                         28,257           19             0
Total Return Fund                         2,826,235      691,950       229,400
Total Return Fund II                        135,827            0         8,414
Total Return Fund III                         3,586            0           140
High Yield Fund                             336,744       60,079        17,859
Long-Term U.S. Government Fund               15,870        5,340            72
Global Bond Fund                              2,995        8,806         6,336
Foreign Bond Fund                             3,134          532           185
Emerging Markets Bond Fund                      135            0             0
Municipal Bond                                  447            0             0
StocksPLUS Fund                              13,003            0         1,181
</TABLE>

     The remaining Funds did not make payments under either Administrative Plan.

Plan for Class D Shares

     As described under "Management of the Trust--Fund Administrator," the
Funds' Administration Agreement includes a plan (the "Class D Plan") adopted
pursuant to Rule 12b-1 under the 1940 Act which provides for the payment of up
to .25% of the Class D administrative fees as reimbursement for expenses in
respect of activities that may be deemed to be primarily intended to result in
the sale of Class D shares.

     Specifically, the Administration Agreement provides that the Administrator
shall provide in respect of Class D shares (either directly or by procuring
through other entities, including various financial services firms such as
broker-dealers and registered investment advisors ("Service Organizations"))
some or all of the following services and facilities in connection with direct
purchases by shareholders or in connection with products, programs or accounts
offered by such Service Organizations ("Special Class D Services"): (i)
facilities for placing orders directly for the purchase of a Fund's shares and
tendering a Fund's Class D shares for redemption; (ii) advertising with respect
to a Fund's Class D shares; (iii) providing information about the Funds; (iv)
providing facilities to answer questions from prospective investors about the
Funds; (v) receiving and answering correspondence, including requests for
prospectuses and statements of additional information; (vi) preparing, printing
and delivering prospectuses and shareholder reports to prospective shareholders;
(vii) assisting investors in applying to purchase Class D shares and selecting
dividend and other account options; and (viii) shareholder services provided by
a Service Organization that may include, but are not limited to, the following
functions: receiving, aggregating and processing shareholder orders; furnishing
shareholder sub-accounting; providing and maintaining elective shareholder
services such as check writing and wire transfer services; providing and
maintaining pre-authorized investment plans; communicating periodically with
shareholders; acting as the sole shareholder of record and nominee for
shareholders; maintaining accounting records for shareholders; answering
questions and handling correspondence from shareholders about their accounts;
issuing confirmations for transactions by shareholders; performing similar
account administrative services; providing such shareholder communications and
recordkeeping services as may be required for any program for which the Service
Organization is a sponsor that relies on Rule 3a-4 under the 1940 Act; and
providing such other similar services as may reasonably be requested to the
extent the Service Organization is permitted to do so under applicable statutes,
rules, or regulations.

                                       59
<PAGE>

     The Administrator has entered into an agreement with the Distributor under
which the distributor is compensated for providing or procuring certain of the
Class D Services at the rate of .25% per annum of all assets attributable to
Class D shares sold through the Distributor.

     The Trust and the Administrator understand that some or all of the Special
Class D Services pursuant to the Administration Agreement may be deemed to
represent services primarily intended to result in the sale of Class D shares.
The Administration Agreement includes the Class D Plan to account for this
possibility.  The Administration Agreement provides that any portion of the fees
paid thereunder in respect of Class D shares representing reimbursement for the
Administrator's and the Distributor's expenditures and internally allocated
expenses in respect of Class D Services of any Fund shall not exceed the rate of
 .25% per annum of the average daily net assets of such Fund attributable to
Class D shares.

     In accordance with Rule 12b-1 under the 1940 Act, the Class D Plan may not
be amended to increase materially the costs which Class D shareholders may bear
under the Plan without approval of a majority of the outstanding Class D shares,
and by vote of a majority of both (i) the Trustees of the Trust and (ii) those
Trustees ("disinterested Class D Plan 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 any agreements
related to it, cast in person at a meeting called for the purpose of voting on
the Plan and any related amendments.  The Class D Plan may not take effect until
approved by a vote of a majority of both (i) the Trustees of the Trust and (ii)
the disinterested Class D Plan Trustees.  In addition, the Class D Plan may not
take effect unless it is approved by the vote of a majority of the outstanding
Class D shares and it shall continue in effect so long as such continuance is
specifically approved at least annually by the Trustees and the disinterested
Class D Plan Trustees.

     With respect to the Class D Plan, the Administration Agreement requires the
Administrator to present reports as to out-of-pocket expenditures and internal
expenses allocations of the Administrator and the Distributor at least quarterly
and in a manner that permits the disinterested Class D Plan Trustees to
determine that portion of the Class D administrative fees paid thereunder which
represents reimbursements in respect of Special Class D Services.

     Rules of the NASD limit the amount of distribution fees that may be paid by
mutual funds.  "Service fees," defined to mean fees paid for providing
shareholder services or the maintenance of accounts (but not transfer agency
services) are not subject to the limits. The Trust believes that most, if not
all, of the fees paid pursuant to the Class D Plan will qualify as "service
fees" and therefore will not be limited by NASD rules.

Payments Pursuant to Class D Plan

     For the fiscal year ended March 31, 1999, the Trust paid $48,375 pursuant
to the Class D Plan, of which the indicated amounts were attributable to the
following operational Funds:

                                       60
<PAGE>

<TABLE>
<CAPTION>
                                           Year Ended
Fund                                         3/31/99
- ----                                       ----------
<S>                                        <C>
Short-Term Fund                             $  1,589
Low Duration Fund                              5,733
Real Return Fund                                 323
Total Return Fund                             23,268
Total Return Mortgage Fund                       283
High Yield Fund                                5,873
Foreign Bond Fund                              8,973
Municipal Bond                                   402
Strategic Balanced                               291
StocksPLUS Fund                                1,640
</TABLE>

Distribution and Servicing Plan for Class J and Class K Shares

     Class J and Class K each has a separate distribution and servicing plan
(the "Class J-K Plans").  Distribution fees paid pursuant to the Class J-K Plans
may only be paid in connection with services provided with respect to Class J
and Class K shares.

     As stated in the Prospectus relating to Class J and Class K shares under
the caption "Service and Distribution Fees," the Distributor pays (i) all or a
portion of the distribution fees it receives from the Trust to participating and
introducing brokers, and (ii) all or a portion of the servicing fees it receives
from the Trust to participating and introducing brokers, certain banks and other
financial intermediaries.

     Each Class J-K Plan may be terminated with respect to any Fund to which the
Class J-K 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 Contract ("Disinterested Trustees") or by vote of a majority of the
outstanding voting securities of the relevant class of that Fund. Pursuant to
Rule 12b-1, any change in either Class J-K 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 written reports of such costs and the purposes for which such costs
have been incurred.  Each Class J-K Plan may be amended by vote of the
Disinterested Trustees cast in person at a meeting called for the purpose. As
long as the Class J-K 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 Trustees.

     The Class J-K 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
Disinterested 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 a Class J-K Plan is terminated (or not renewed) with respect to one or
more Funds, it may continue in effect with respect to any class of any Fund as
to which it has not been terminated (or has been renewed).

     The Trustees believe that the Class J-K Plans will provide benefits to the
Trust. The Trustees believe that the Class J-K Plans will result 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
occur in the absence of the Class J-K Plans or under alternative distribution
schemes. Although the Funds' expenses are essentially fixed, the Trustees
believe that the effect of the Class J-K Plans on sales and/or redemptions may
benefit the Trust by reducing Fund expense ratios and/or by affording greater
flexibility to Portfolio Managers.  From time to time, expenses of the
Distributor incurred in connection with the sale of

                                       61
<PAGE>

Class J and Class K shares of the Funds, and in connection with the servicing of
Class J and Class K shareholders of the Funds and the maintenance of shareholder
accounts, may exceed the distribution and servicing fees collected by the
Distributor. The Trustees consider such unreimbursed amounts, among other
factors, in determining whether to cause the Funds to continue payments of
distribution and servicing fees in the future with respect to Class J and Class
K shares.

Purchases, Exchanges and Redemptions

     Purchases, exchanges and redemptions of Class A, Class B, Class C and Class
D shares are discussed in the Class A, B and C and Class D Prospectuses under
the headings "How to Buy Shares," "Exchange Privilege," and "How to Redeem," and
that information is incorporated herein by reference.  Purchases, exchanges and
redemptions of Institutional and Administrative Class shares and Class J and
Class K shares are discussed in the Institutional Prospectus under the headings
"Purchase of Shares," "Redemption of Shares," and "Net Asset Value," and in the
Class J and Class K supplement thereto, and that information is incorporated
herein by reference.

     Certain managed account clients of the Adviser may purchase shares of the
Trust.  To avoid the imposition of duplicative fees, the Adviser may be required
to make adjustments in the management fees charged separately by the Adviser to
these clients to offset the generally higher level of management fees and
expenses resulting from a client's investment in the Trust.

     Certain clients of the Adviser whose assets would be eligible for purchase
by one or more of the Funds may purchase shares of the Trust with such assets.
Assets so purchased by a Fund will be valued in accordance with procedures
adopted by the Board of Trustees.

     Certain shares of the Funds are not qualified or registered for sale in all
states and Class J and Class K shares are not qualified or registered for sale
in the United States.  Prospective investors should inquire as to whether shares
of a particular Fund or class are available for offer and sale in their state of
domicile or residence.  Shares of a Fund may not be offered or sold in any state
unless registered or qualified in that jurisdiction, unless an exemption from
registration or qualification is available.

     Independent financial intermediaries unaffiliated with PIMCO may perform
shareholder servicing functions with respect to certain of their clients whose
assets may be invested in the Funds. These services, normally provided by PIMCO
directly to Trust shareholders, may include the provision of ongoing information
concerning the Funds and their investment performance, responding to shareholder
inquiries, assisting with purchases, redemptions and exchanges of Trust shares,
and other services. PIMCO may pay fees to such entities for the provision of
these services which PIMCO normally would perform, out of PIMCO's own resources.

     As described in the Class A, B and C and Class D Prospectuses under the
caption "Exchanging Shares," and in the Institutional Prospectus under the
caption "Exchange Privilege," a shareholder may exchange shares of any Fund for
shares of any other Fund of the Trust (except the PIMCO International Fund and
the PIMCO Emerging Markets Bond Fund II, each of which is only available to
private account clients of PIMCO) or any  series of PIMCO Funds:  Multi-Manager
Series, 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 normally 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 Class A, B and C 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, 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

                                       62
<PAGE>

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.

     Orders for exchanges accepted 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.  The Trust reserves the right to modify or
discontinue the exchange privilege at any time.

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

     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.

     Due to the relatively high cost of maintaining smaller accounts, the Trust
reserves the right to redeem shares in any account for their then-current value
(which will be promptly paid to the investor) if at any time, due to shareholder
redemption, the shares in the account do not have a value of at least a
specified amount, the minimums of which are currently set at $250 for Class A,
Class B and Class C shares, $2,000 for Class D shares, and $100,000 for
Institutional Class and Administrative Class shares ($10,000 with respect to
Institutional Class and Administrative Class accounts opened before January 1,
1995).  The Prospectuses may set higher minimum account balances for one or more
classes from time to time depending upon the Trust's current policy.  An
investor will be notified that the value of his account is less than the minimum
and allowed at least 30 days to bring the value of the account up to at least
the specified amount before the redemption is processed.  The Declaration of
Trust also authorizes the Trust to redeem shares under certain other
circumstances as may be specified by the Board of Trustees.  The Trust may also
charge periodic account fees for accounts that fall below minimum balances, as
described in the Prospectuses.


                     PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment Decisions and Portfolio Transactions

     Investment decisions for the Trust and for the other investment advisory
clients of the Adviser are made with a view to achieving their respective
investment objectives.  Investment decisions are the product of many factors in
addition to basic suitability for the particular client involved (including the
Trust).  Some securities considered for investments by the Funds may also be
appropriate for other clients served by the Adviser.  Thus, a particular
security may be bought or sold for certain clients even though it could have
been bought or sold for other clients at the same time.  If a purchase or sale
of securities consistent with the investment policies of a Fund and one or more
of these clients served by the Adviser is considered at or about the same time,
transactions in such securities will be allocated among the Fund and clients in
a manner deemed fair and reasonable by the Adviser. The Adviser may aggregate
orders for the Funds with

                                       63
<PAGE>

simultaneous transactions entered into on behalf of other clients of the Adviser
so long as price and transaction expenses are averaged either for that
transaction or for the day. Likewise, a particular security may be bought for
one or more clients when one or more clients are selling the security. In some
instances, one client may sell a particular security to another client. It also
sometimes happens that two or more clients simultaneously purchase or sell the
same security, in which event each day's transactions in such security are,
insofar as possible, averaged as to price and allocated between such clients in
a manner which in the Adviser's opinion is equitable to each and in accordance
with the amount being purchased or sold by each. There may be circumstances when
purchases or sales of portfolio securities for one or more clients will have an
adverse effect on other clients.

Brokerage and Research Services

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

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

     The Adviser places orders for the purchase and sale of portfolio
investments for the Funds' accounts with brokers or dealers selected by it in
its discretion. In effecting purchases and sales of portfolio securities for the
account of the Funds, the Adviser will seek the best price and execution of the
Funds' orders. In doing so, a Fund may pay higher commission rates than the
lowest available when the Adviser believes it is reasonable to do so in light of
the value of the brokerage and research services provided by the broker
effecting the transaction, as discussed below.  The Adviser also may consider
sales of shares of the Trust as a factor in the selection of broker-dealers to
execute portfolio transactions for the Trust.

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

                                       64
<PAGE>

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

     Consistent with the Rules of the NASD and subject to seeking the most
favorable price and execution available and such other policies as the Trustees
may determine, the Adviser may also consider sales of shares of the Trust as a
factor in the selection of broker-dealers to execute portfolio transactions for
the Trust.

Portfolio Turnover

     A change in the securities held by a Fund is known as "portfolio turnover."
The Adviser manages the Funds without regard generally to restrictions on
portfolio turnover, except those imposed on their ability to engage in short-
term trading by provisions of the federal tax laws, see "Taxation."  The use of
certain derivative instruments with relatively short maturities may tend to
exaggerate the portfolio turnover rate for some of the Funds.  Trading in fixed
income securities does not generally involve the payment of brokerage
commissions, but does involve indirect transaction costs.  The use of futures
contracts may involve the payment of commissions to futures commission
merchants.  High portfolio turnover (e.g., greater than 100%) involves
correspondingly greater expenses to a Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestments in other securities. The higher the rate of portfolio turnover of
a Fund, the higher these transaction costs borne by the Fund generally will be.
Such sales may result in realization of taxable capital gains (including short-
term capital gains which are generally taxed to shareholders at ordinary income
tax rates).

     The portfolio turnover rate of a Fund is calculated by dividing (a) the
lesser of purchases or sales of portfolio securities for the particular fiscal
year by (b) the monthly average of the value of the portfolio securities owned
by the Fund during the particular fiscal year.  In calculating the rate of
portfolio turnover, there is excluded from both (a) and (b) all securities,
including options, whose maturities or expiration dates at the time of
acquisition were one year or less.  Proceeds from short sales and assets used to
cover short positions undertaken are included in the amounts of securities sold
and purchased, respectively, during the year.  Portfolio turnover rates for each
Fund for which financial highlights for at least the past two fiscal years are
provided in the Prospectuses are set forth under "Financial Highlights" in the
applicable Prospectus.


                                NET ASSET VALUE

     Net Asset Value is determined as indicated under "How Fund Shares are
Priced" in the Prospectuses.  Net asset value will not be determined on the
following holidays:  New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

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

                                       65
<PAGE>

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

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

     Each Fund's liabilities are allocated among its classes. The total of such
liabilities allocated to a class plus that class's distribution and/or servicing
fees and any other expenses specially allocated to that class are then deducted
from the class's 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 class's "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 a particular Fund's classes.


                                   TAXATION

     The following summarizes certain additional federal income tax
considerations generally affecting the Funds and their shareholders.  The
discussion is for general information only and does not purport to consider all
aspects of U.S. federal income taxation that might be relevant to beneficial
owners of shares of the Funds.  The discussion is based upon current provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), existing
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all of which are subject to change, which change could
be retroactive.  The discussion applies only to beneficial owners of Fund shares
in whose hands such shares are capital assets within the meaning of Section 1221
of the Code, and may not apply to certain types of beneficial owners of shares
(such as insurance companies, tax exempt organizations, and broker-dealers) who
may be subject to special rules.  Persons who may be subject to tax in more than
one country should consult the provisions of any applicable tax treaty to
determine the potential tax consequences to them.  Prospective investors should
consult their own tax advisers with regard to the federal tax consequences of
the purchase, ownership and disposition of Fund shares, as well as the tax
consequences arising under the laws of any state, foreign country, or other
taxing jurisdiction.  The discussion here and in the Prospectuses is not
intended as a substitute for careful tax planning.

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<PAGE>

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

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

     Each Municipal Fund must have at least 50% of its total assets invested in
Municipal Bonds at the end of each calendar quarter so that dividends derived
from its net interest income on Municipal Bonds and so designated by the Fund
will be "exempt-interest dividends," which are generally exempt from federal
income tax when received by an investor.  Certain exempt-interest dividends, as
described in the Class A, B and C Prospectus, may increase alternative minimum
taxable income for purposes of 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
"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

                                       67
<PAGE>

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 a
Municipal 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 Municipal Funds 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) and 50% of the recipient's benefits,
exceeds a base amount.  In addition, up to 85% of a recipient's benefits may be
subject to tax if the sum of the recipient's adjusted gross income (with certain
adjustments, including tax-exempt interest) and 50% of the recipient's benefits
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 Municipal Funds'
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).

Distributions

     Except for exempt-interest dividends paid by the Municipal Funds, all
dividends and distributions of a Fund, whether received in shares or cash,
generally are taxable and must be reported on each shareholder's federal income
tax return. Dividends paid out of a Fund's investment company taxable income
will be taxable to a U.S. shareholder as ordinary income.  Distributions
received by tax-exempt shareholders will not be subject to federal income tax to
the extent permitted under the applicable tax exemption.

     A portion of the dividends paid by the PIMCO StocksPLUS Fund may qualify
for the deduction for dividends received by corporations. Dividends paid by the
other Funds generally are not expected to qualify for the deduction for
dividends received by corporations, although certain distributions from the
PIMCO High Yield Fund may qualify. Distributions of net capital gains, if any,
designated as capital gain dividends, are taxable as long-term capital gains,
regardless of how long the shareholder has held a Fund's shares and are not
eligible for the dividends received deduction. Any distributions that are not
from a Fund's investment company taxable income or net realized capital gains
may be characterized as a return of capital to shareholders or, in some cases,
as capital gain.  The tax treatment of dividends and distributions will be the
same whether a shareholder reinvests them in additional shares or elects to
receive them in cash.

Sales of Shares

     Upon the disposition of shares of a Fund (whether by redemption, sale or
exchange), a shareholder will realize a gain or loss.  Such gain or loss will be
capital gain or loss if the shares are capital assets in the shareholder's
hands, and will be long-term or short-term generally depending upon the
shareholder's holding period for the shares.  Any loss realized on a disposition
will be disallowed to the extent the shares disposed of are replaced within a
period of 61 days beginning 30 days before and ending 30 days after the

                                       68
<PAGE>

shares are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a
disposition of shares held by the shareholder for six months or less will be
treated as a long-term capital loss to the extent of any distributions of
capital gain dividends received by the shareholder with respect to such shares.

Backup Withholding

     A Fund may be required to withhold 31% of all taxable distributions payable
to shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding.  Backup withholding
is not an additional tax.  Any amounts withheld may be credited against the
shareholder's U.S. federal tax liability.

Options, Futures and Forward Contracts, and Swap Agreements

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

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

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

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

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

                                       69
<PAGE>

     The qualifying income and diversification requirements applicable to a
Fund's assets may limit the extent to which a Fund will be able to engage in
transactions in options, futures contracts, forward contracts, and swap
agreements.

Short Sales

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

Passive Foreign Investment Companies

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

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

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

Foreign Currency Transactions

     Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues income or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and the
time the Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or loss.  Similarly, on disposition of
debt securities denominated in a foreign currency and on disposition of certain
other instruments, gains or losses attributable to fluctuations in the value of
the foreign currency between the date of acquisition of the security or contract
and the date of

                                       70
<PAGE>

disposition also are treated as ordinary gain or loss. These gains and losses,
referred to under the Code as "section 988" gains or losses, may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders as ordinary income.

Foreign Taxation

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

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

Original Issue Discount and Market Discount

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

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

                                       71
<PAGE>

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

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

Constructive Sales

     Recently enacted rules may affect the timing and character of gain if a
Fund engages in transactions that reduce or eliminate its risk of loss with
respect to appreciated financial positions.  If a Fund enters into certain
transactions in property while holding substantially identical property, the
Fund would be treated as if it had sold and immediately repurchased the property
and would be taxed on any gain (but not loss) from the constructive sale.  The
character of gain from a constructive sale would depend upon the Fund's holding
period in the property.  Loss from a constructive sale would be recognized when
the property was subsequently disposed of, and its character would depend on the
Fund's holding period and the application of various loss deferral provisions of
the Code.

Non-U.S. Shareholders

     Withholding of Income Tax on Dividends:  Under the 1972 Convention and U.S.
federal tax law, dividends paid on shares beneficially held by a person who is a
"foreign person" within the meaning of the Internal Revenue Code of 1986, as
amended, are, in general, subject to withholding of U.S. federal income tax at a
rate of 30% of the gross dividend, which may, in some cases, be reduced by an
applicable tax treaty.  However, if a beneficial holder who is a foreign person
has a permanent establishment in the United States, and the shares held by such
beneficial holder are effectively connected with such permanent establishment
and, in addition, the dividends are effectively connected with the conduct by
the beneficial holder of a trade or business in the United States, the dividend
will be subject to U.S. federal net income taxation at regular income tax rates.
Distributions of long-term net realized capital gains will not be subject to
withholding of U.S. federal income tax.

     Income Tax on Sale of a Fund's shares:  Under U.S. federal tax law, a
beneficial holder of shares who is a foreign person is not, in general, subject
to U.S. federal income tax on gains (and is not allowed a deduction for losses)
realized on the sale of such shares unless (i) the shares in question are
effectively connected with a permanent establishment in the United States of the
beneficial holder and such gain is effectively connected with the conduct of a
trade or business carried on by such holder within the United States or (ii) in
the case of an individual holder, the holder is present in the United States for
a period or periods aggregating 183 days or more during the year of the sale and
certain other conditions are met.

     State and Local Tax:  A beneficial holder of shares who is a foreign person
may be subject to state and local tax in addition to the federal tax on income
referred above.

     Estate and Gift Taxes:  Under existing law, upon the death of a beneficial
holder of shares who is a foreign person, such shares will be deemed to be
property situated within the United States and will be subject to U.S. federal
estate tax.  If at the time of death the deceased holder is a resident of a
foreign country and not a citizen or resident of the United States, such tax
will be imposed at graduated rates from 18% to 55% on the total value (less
allowable deductions and allowable credits) of the decedent's

                                       72
<PAGE>

property situated within the United States. In general, there is no gift tax on
gifts of shares by a beneficial holder who is a foreign person.

     The availability of reduced U.S. taxation pursuant to the 1972 Convention
or the applicable estate tax convention depends upon compliance with established
procedures for claiming the benefits thereof and may further, in some
circumstances, depend upon making a satisfactory demonstration to U.S. tax
authorities that a foreign investor qualifies as a foreign person under U.S.
domestic tax law and the 1972 Convention.

Other Taxation

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

                               OTHER INFORMATION

Capitalization

     The Trust is a Massachusetts business trust established under a Declaration
of Trust dated February 19, 1987.  The capitalization of the Trust consists
solely of an unlimited number of shares of beneficial interest with a par value
of $0.0001 each.  The Board of Trustees may establish additional series (with
different investment objectives and fundamental policies) at any time in the
future.  Establishment and offering of additional series will not alter the
rights of the Trust's shareholders.  When issued, shares are fully paid, non-
assessable, redeemable and freely transferable.  Shares do not have preemptive
rights or subscription rights.  In liquidation of a Fund, each shareholder is
entitled to receive his pro rata share of the net assets of that Fund.

     Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust, and requires that notice of the
disclaimer be given in each contract or obligation entered into or executed by
the Trust or the Trustees. The Declaration of Trust also provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable for the obligations of the Trust. The risk of
a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which such disclaimer is inoperative or the Trust
itself is unable to meet its obligations, and thus should be considered remote.

Performance Information

     From time to time the Trust may make available certain information about
the performance of some or all of the classes of shares of some or all of the
Funds. Information about a Fund's performance is based

                                       73
<PAGE>

on that Fund's (or its predecessor's) record to a recent date and is not
intended to indicate future performance.

     The total return of classes of shares of all Funds may be included in
advertisements or other written material. When a Fund's total return is
advertised , it will be calculated for the past year, the past five years, and
the past ten years (or if the Fund has been offered for a period shorter than
one, five or ten years, that period will be substituted) since the establishment
of the Fund (or its predecessor series of PIMCO Advisors Funds for the Global
Bond Fund II), as more fully described below. For periods prior to the initial
offering date of a particular class of shares, total return presentations for
the class will be based on the historical performance of an older class of the
Fund (if any) restated to reflect any different sales charges and/or operating
expenses (such as different administrative fees and/or 12b-1/servicing fee
charges) associated with the newer class.  In certain cases, such a restatement
will result in performance of the newer class which is higher than if the
performance of the older class were not restated to reflect the different
operating expenses of the newer class. In such cases, the Trust's advertisements
will also, to the extent appropriate, show the lower performance figure
reflecting the actual operating expenses incurred by the older class for periods
prior to the initial offering date of the newer class. Total return for each
class is measured by comparing the value of an investment in the Fund at the
beginning of the relevant period to the redemption value of the investment in
the Fund at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions at net asset value). Total return may
be advertised using alternative methods that reflect all elements of return, but
that may be adjusted to reflect the cumulative impact of alternative fee and
expense structures.

     The Funds may also provide current distribution information to its
shareholders in shareholder reports or other shareholder communications, or in
certain types of sales literature provided to prospective investors. Current
distribution information for a particular class of a Fund will be based on
distributions for a specified period (i.e., total dividends from net investment
income), divided by the relevant class net asset value per share on the last day
of the period and annualized. The rate of current distributions does not reflect
deductions for unrealized losses from transactions in derivative instruments
such as options and futures, which may reduce total return. Current distribution
rates differ from standardized yield rates in that they represent what a class
of a Fund has declared and paid to shareholders as of the end of a specified
period rather than the Fund's actual net investment income for that period.

     Performance information is computed separately for each class of a Fund.
The Trust may, from time to time, include the yield and effective yield of the
PIMCO Money Market Fund, and the yield and total return for each class of shares
of all of the Funds in advertisements or information furnished to shareholders
or prospective investors.  Each Fund may from time to time include in
advertisements the ranking of the Fund's 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 Funds also may compute current
distribution rates and use this information in their prospectuses and statement
of additional information, in reports to current shareholders, or in certain
types of sales literature provided to prospective investors.

Calculation of Yield

     Current yield for the PIMCO Money Market Fund will be based on the change
in the value of hypothetical investment (exclusive of capital changes) over a
particular 7-day period less a pro-rata share of Fund expenses accrued over that
period (the "base period"), and stated as a percentage of the investment at the
start of the base period (the "base period return").  The base period return is
then annualized by multiplying by 365/7, with the resulting yield figure carried
to at least the nearest hundredth of one percent. "Effective yield" for the
PIMCO Money Market Fund assumes that all dividends received during an annual
period have been reinvested.  Calculation of "effective yield" begins with the
same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:

                                       74
<PAGE>

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

     The effective yield of the PIMCO Money Market Fund for the seven day period
ended March 31, 1999 was as follows:  Institutional Class - 4.62%,
Administrative Class - 4.24%, Class A - 4.26%, Class B - 3.40% and Class C -
4.31%.

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

             YIELD = 2[(a-b + 1) (To the power of 6) - 1]
                        ---
                        cd

     where   a = dividends and interest earned during the period,

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

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

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

     For the one month period ended March 31, 1999, the yield of the Funds was
as follows (all numbers are annualized) (Class J and Class K shares were not
offered during the period listed):

                                       75
<PAGE>

                               Yield for Period
                             Ended March 31, 1999
                             --------------------
<TABLE>
<CAPTION>
                                 Institutional   Administrative
Fund                                 Class           Class         Class A    Class B    Class C    Class D
- ----                             -------------   --------------    -------    -------    -------    -------
<S>                              <C>             <C>               <C>        <C>        <C>        <C>
Money Market Fund                     4.79%            4.34%         4.36%      3.52%      4.40%       N/A
Short-Term Fund                       5.16             4.90          4.66       4.01       4.46       4.86%
Low Duration Fund                     5.95             5.70          5.31       4.72       4.97       5.63
Low Duration Fund II                  5.64             5.39           N/A        N/A        N/A        N/A
Low Duration Fund III                 5.51              N/A           N/A        N/A        N/A        N/A
Low Duration Mortgage Fund            6.19              N/A           N/A        N/A        N/A        N/A
Moderate Duration Fund                5.81              N/A           N/A        N/A        N/A        N/A
Real Return Bond Fund                 7.10              N/A          6.48       5.94       6.19       5.42
Total Return Fund                     5.89             5.64          5.17       4.65       4.66       5.57
Total Return Fund II                  5.52             5.27           N/A        N/A        N/A        N/A
Total Return Fund III                 5.79             5.54           N/A        N/A        N/A        N/A
Total Return Mortgage Fund            5.82              N/A           N/A        N/A        N/A        N/A
High Yield Fund                       8.32             8.07          7.55       7.15       7.15       7.92
Municipal Bond Fund                   4.48             4.27          4.01       3.38       3.63       4.11
Long-Term U.S. Govt. Fund             6.43             6.17          5.74       5.25       5.26        N/A
Global Bond Fund                      6.88             6.62           N/A        N/A        N/A        N/A
Global Bond Fund II                   6.30              N/A          5.62       5.14       5.14        N/A
Foreign Bond Fund                     6.49             6.23          5.76       5.28       5.28       6.03
International Bond Fund               6.45              N/A           N/A        N/A        N/A        N/A
Emerging Markets Bond Fund           11.75            11.50         10.83      10.61      10.60        N/A
Emerging Markets Bond Fund II         7.77              N/A           N/A        N/A        N/A        N/A
Strategic Balanced Fund               5.01              N/A           N/A        N/A        N/A       4.73
StocksPLUS Fund                       5.11             4.86          4.58       3.99       4.25       4.73
</TABLE>

     The yield of each such Fund will vary from time to time depending upon
market conditions, the composition of the Fund's portfolio and operating
expenses of the Trust allocated to the Fund or its classes of shares.  These
factors, possible differences in the methods used in calculating yield (and the
tax exempt status of distributions for the Municipal Funds) 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
changes in the value of a Fund's various classes of shares.  These yields do not
take into account any applicable contingent deferred sales charges.

     The Municipal Funds may 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 would have to earn the
tax equivalent yields shown in order to realize an after-tax return equal to the
corresponding tax-exempt yield shown.

                                       76
<PAGE>

<TABLE>
<CAPTION>

                                                                                       A tax-exempt yield of
Filing Status                                                                   is equivalent to a taxable yield of
Single                   (Married filing jointly)                           3%         4%         5%        6%        7%
Taxable income                                      Marginal tax rate*
<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 phase out
  of itemized deductions and personal exemptions.

     As is shown in the above table, the advantage of tax-exempt 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.

Calculation of Total Return

     Quotations of average annual total return for a Fund or class will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in the Fund or class over periods of one, five and ten
years (up to the life of the Fund), calculated pursuant to the following
formula:  P(1 + T)(To the power of n) = ERV (where P = a hypothetical initial
payment of $1,000, T = the average annual total return, n = the number of years,
and ERV = the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the period). Except as noted below all total return figures
reflect the deduction of a proportional share of Fund or class expenses on an
annual basis, and assume that (i) the maximum sales load (or other charges
deducted from payments) is deducted from the initial $1,000 payment and that the
maximum contingent deferred sales charge, if any, is deducted at the times, in
the amounts, and under the terms disclosed in the Prospectuses and (ii) all
dividends and distributions are reinvested when paid. The Funds also may, with
respect to certain periods of less than one year, provide total return
information for that period that is unannualized. Quotations of total return may
also be shown for other periods. Any such information would be accompanied by
standardized total return information.

     The table below sets forth the average annual total return of each class of
shares of the following Funds for the periods ended March 31, 1999.  For periods
prior to the "Inception Date" of a particular class of a Fund's shares, total
return presentations for the class are based on the historical performance of
Institutional Class shares of the Fund (the oldest class) adjusted, as
necessary, to reflect any current sales charges (including any contingent
deferred sales charges) associated with the newer class and any different
operating expenses associated with the newer class, such as 12b-1 distribution
and servicing fees (which are not paid by the Institutional Class) and
administrative fee charges.

                                       77
<PAGE>

                Total Return for Periods Ended March 31, 1999*

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                        Since
                                                                      Inception
                                                                       of Fund    Inception   Inception
                                                                       (Annual     Date of     Date of
       Fund            Class**       1 Year    5 Years    10 Years     -ized)       Fund        Class
- -------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>       <C>        <C>         <C>         <C>         <C>
Money Market        Institutional      5.14%      5.27%        N/A       4.70%     03/01/91    03/01/91
                    Administrative     4.93       5.03                   4.45                  01/24/95
                    Class A            4.76       4.97                   4.42                  01/13/97
                    Class B            4.03       4.09                   3.52                  01/13/97
                    Class C            4.85       5.00                   4.44                  01/13/97
- -------------------------------------------------------------------------------------------------------
Short-Term          Institutional      5.63%      6.54%       6.32%      6.52%     10/07/87    10/07/87
                    Administrative     5.39       6.28        6.05       6.26                  02/01/96
                    Class A            3.11       5.69        5.68       5.91                  01/20/97
                    Class B           -0.55       5.03        5.33       5.61                  01/20/97
                    Class C            3.91       5.81        5.58       5.78                  01/20/97
                    Class D            5.33       6.23        6.00       6.21                  04/08/98
- -------------------------------------------------------------------------------------------------------
Low Duration        Institutional      6.35%      6.99%       8.25%      8.13%     05/11/87    05/11/87
                    Administrative     6.09       6.72        7.98       7.86                  12/31/94
                    Class A            2.68       5.85        7.42       7.35                  01/13/97
                    Class B            0.10       5.37        7.18       7.15                  01/13/97
                    Class C            4.34       5.97        7.22       7.10                  01/13/97
                    Class D            6.01       6.65        7.90       7.79                  04/08/98
- -------------------------------------------------------------------------------------------------------
Low Duration II     Institutional      5.89%      6.52%        N/A       6.45%     11/01/91    11/01/91
                    Administrative     5.63       6.25                   6.18                  02/02/98
- -------------------------------------------------------------------------------------------------------
Low Duration III    Institutional      6.10%       N/A         N/A       6.49%     12/31/96    12/31/96
- -------------------------------------------------------------------------------------------------------
Low Duration        Institutional      5.71%       N/A         N/A       6.99%     07/31/97    07/31/97
Mortgage
- -------------------------------------------------------------------------------------------------------
Moderate Duration   Institutional      6.67%       N/A         N/A       7.17%     12/31/96    12/31/96
- -------------------------------------------------------------------------------------------------------
Real Return Bond    Institutional      6.41%       N/A         N/A       5.15%     01/29/97    01/29/97
                    Class A            2.81                              3.27                  01/29/97
                    Class B            0.19                              2.65                  01/29/97
                    Class C            4.46                              4.20                  01/29/97
                    Class D            5.99                              4.74                  04/08/98
- -------------------------------------------------------------------------------------------------------
Total Return        Institutional      7.59%      8.39%      10.13%      9.64%     05/11/87    05/11/87
                    Administrative     7.32       8.13        9.87       9.37                  09/07/94
                    Class A            2.27       6.90        9.13       8.72                  01/13/97
                    Class B            1.40       6.80        9.07       8.67                  01/13/97
                    Class C            5.32       7.11        8.84       8.35                  01/13/97
                    Class D            7.26       8.06        9.80       9.30                  04/08/98
- -------------------------------------------------------------------------------------------------------
Total Return II     Institutional      7.45%      8.27%        N/A       8.11%     12/30/91    12/30/91
                    Administrative     7.18       7.99                   7.84                  11/30/94
- -------------------------------------------------------------------------------------------------------
Total Return III    Institutional      8.19%      8.48%        N/A       9.43%     05/01/91    05/01/91
                    Administrative     7.91       8.19                   9.16                  04/11/97
- -------------------------------------------------------------------------------------------------------
Total Return        Institutional      5.85%       N/A         N/A       7.41%     07/31/97    07/31/97
Mortgage
- -------------------------------------------------------------------------------------------------------
</TABLE>

                                       78
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                        Since
                                                                      Inception
                                                                       of Fund    Inception   Inception
                                                                       (Annual     Date of     Date of
       Fund            Class**       1 Year    5 Years    10 Years     -ized)       Fund        Class
- -------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>       <C>        <C>         <C>         <C>         <C>
High Yield          Institutional      4.73%     11.23%        N/A      11.71%     12/16/92    12/16/92
                    Administrative     4.48      10.96                  11.44                  01/16/95
                    Class A           -0.37       9.79                  10.48                  01/13/97
                    Class B           -1.27       9.73                  10.49                  01/13/97
                    Class C            2.58      10.01                  10.50                  01/13/97
                    Class D            4.35      10.83                  11.31                  04/08/98
- -------------------------------------------------------------------------------------------------------
Long-Term U.S.      Institutional      7.75%     10.39%        N/A      12.11%     07/01/91    07/01/91
Government          Administrative     7.45      10.12                  11.85                  09/23/97
                    Class A            2.51       8.96                  11.04                  01/20/97
                    Class B            1.64       8.84                  10.95                  01/20/97
                    Class C            5.54       9.15                  10.89                  01/20/97
- -------------------------------------------------------------------------------------------------------
Global Bond         Institutional      6.90%      8.36%        N/A       7.80%     11/23/93    11/23/93
                    Administrative     6.77       8.13                   7.57                  08/01/96
- -------------------------------------------------------------------------------------------------------
Foreign Bond        Institutional      7.91%     11.33%        N/A      11.01%     12/03/92    12/03/92
                    Administrative     7.64      11.06                  10.74                  01/28/97
                    Class A            2.59       9.82                   9.72                  01/20/97
                    Class B            1.74       9.75                   9.72                  01/20/97
                    Class C            5.64      10.02                   9.72                  01/20/97
                    Class D            7.45      10.85                  10.53                  04/08/98
- -------------------------------------------------------------------------------------------------------
International       Institutional      5.71%      9.18%        N/A       9.04%     12/13/89    12/13/89
Bond
- -------------------------------------------------------------------------------------------------------
Emerging Markets    Institutional    -12.56%       N/A         N/A      -6.03%     07/31/97    07/31/97
Bond                Administrative   -13.62                             -6.82                  09/30/98
                    Class A          -16.82                             -8.95                  07/31/97
                    Class B          -17.47                             -9.05                  07/31/97
                    Class C          -14.35                             -7.13                  07/31/97
- -------------------------------------------------------------------------------------------------------
Emerging Markets    Institutional       N/A        N/A         N/A        N/A      04/03/98    04/03/98
Bond II
- -------------------------------------------------------------------------------------------------------
Municipal Bond      Institutional      6.04%       N/A         N/A       5.49%     12/31/97    12/31/97
                    Administrative     5.44                              4.94                  09/30/98
                    Class A            2.50                              2.57                  04/01/98
                    Class B           -0.12                              1.13                  04/01/98
                    Class C            4.10                              4.58                  04/01/98
                    Class D            5.67                              5.11                  04/08/98
- -------------------------------------------------------------------------------------------------------
Strategic           Institutional     12.36%       N/A         N/A      20.61%     06/28/96    06/28/96
Balanced            Class D           11.89                             20.15                  04/08/98
- -------------------------------------------------------------------------------------------------------
StocksPLUS          Institutional     17.65%     26.99%        N/A      23.38%     05/14/93    05/14/93
                    Administrative    17.21      26.61                  23.01                  01/07/97
                    Class A           13.56      25.70                  22.24                  01/20/97
                    Class B           11.12      25.39                  21.91                  01/20/97
                    Class C           15.48      25.83                  22.25                  01/20/97
                    Class D           17.02      26.45                  22.86                  04/08/98
- -------------------------------------------------------------------------------------------------------
</TABLE>

  *  Average annual total return presentations for a particular class of shares
  assume payment of the current maximum sales charge (if any) applicable to that
  class at the time of purchase and assume that the maximum CDSC (if any) for
  Class A, Class B and Class C shares was deducted at the times, in the amounts,
  and under the terms discussed in the Class A, B and C Prospectus.

                                       79
<PAGE>

  **  For all Funds listed above, Class A, Class B, Class C, Class D and
  Administrative Class total return presentations for periods prior to the
  Inception Date of that class reflect the prior performance of Institutional
  Class shares of the Fund (the oldest class) adjusted to reflect the actual
  sales charges (none in the case of Class D and Administrative Class) of the
  newer class.  The adjusted performance also reflects the higher Fund operating
  expenses associated with Class A, Class B, Class C, Class D and Administrative
  Class shares.  These include (i) 12b-1 distribution and servicing fees, which
  are not paid by the Institutional Class but are paid by Class B and Class C
  (at a maximum rate of 1.00% per annum) and Class A and the Administrative
  Class (at a maximum rate of 0.25% per annum), and may be paid by Class D (at a
  maximum of 0.25% per annum), and (ii) administration fee charges associated
  with Class A, Class B and Class C shares (at a maximum differential of 0.22%
  per annum) and Class D shares (at a maximum differential of 0.45% per annum).

     The table below sets forth the average annual total return of certain
classes of shares of the PIMCO Global Bond Fund II (which was a series of PIMCO
Advisors Funds ("PAF") prior to its reorganization as a Fund of the Trust on
January 17, 1997) for the periods ended March 31, 1999. Accordingly, "Inception
Date of Fund" refers to the inception date of the PAF predecessor series. Since
Class A shares were offered since the inception of PIMCO Global Bond Fund II,
total return presentations for periods prior to the Inception Date of the
Institutional Class are based on the historical performance of Class A shares,
adjusted to reflect that the Institutional Class does not have a sales charge,
and the different operating expenses associated with the Institutional Class,
such as 12b-1 distribution and servicing fees and administration fee charges.


                 Total Return for Periods Ended March 31, 1999*

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                        Since
                                                                      Inception
                                                                       of Fund    Inception   Inception
                                                                       (Annual     Date of     Date of
       Fund            Class**       1 Year    5 Years    10 Years     -ized)       Fund        Class
- -------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>       <C>        <C>         <C>         <C>         <C>
Global Bond II      Institutional      6.06%     N/A        N/A          10.44%    10/02/95    02/25/98
                    Class A            0.89                               8.58                 10/02/95
                    Class B           -0.13                               8.49                 10/02/95
                    Class C            3.83                               9.17                 10/02/95
- -------------------------------------------------------------------------------------------------------
</TABLE>

  *  Average annual total return presentations for a particular class of shares
  assume payment of the current maximum sales charge (if any) applicable to that
  class at the time of purchase and assume that the maximum CDSC (if any) for
  Class A, Class B and Class C shares was deducted at the times, in the amounts,
  and under the terms discussed in the Class A, B and C Prospectus.

  **  Institutional Class total return presentations for periods prior to the
  Inception Date of that class reflect the prior performance of Class A shares
  of the former PAF series, adjusted to reflect the fact that there are no sales
  charges on Institutional Class shares of the Fund. The adjusted performance
  also reflects any different operating expenses associated with Institutional
  Class shares.  These include (i) 12b-1 distribution and servicing fees, which
  are not paid by the Institutional Class but are paid by Class A (at a maximum
  rate of 0.25% per annum), and (ii) administration fee charges, which are lower
  for Institutional class shares (at a differential of 0.15% per annum).

  Note also that, prior to January 17, 1997, Class A, Class B and Class C shares
  of the PIMCO Global Bond Fund II were subject to a variable level of expenses
  for such services as legal, audit, custody and transfer agency services. As
  described in the Class A, B and C Prospectus, for periods subsequent to
  January 17, 1997, Class A, Class B and Class C shares of the Trust are subject
  to a fee structure which essentially fixes these expenses (along with other
  administrative expenses) under a single administrative fee based on the
  average daily net assets of the Fund attributable to Class A, Class B and
  Class C shares. Under the current fee structure, the PIMCO Global Bond Fund II
  is expected to have

                                       80
<PAGE>

  lower total Fund operating expenses than its predecessor had under the fee
  structure for PAF (prior to January 17, 1997). All other things being equal,
  the higher expenses of PAF would have adversely affected total return
  performance for the Fund after January 17, 1997.

  The method of adjustment used in the table above for periods prior to the
  Inception Date of Institutional Class shares of the PIMCO Global Bond Fund II
  resulted in performance for the period shown which is higher than if the
  historical Class A performance were not adjusted to reflect the lower
  operating expenses of the newer class.  The following table shows the lower
  performance figures that would be obtained if the performance for the
  Institutional Class was calculated by tacking to the Institutional Class'
  actual performance the actual performance of Class A shares (with their higher
  operating expenses) for periods prior to the initial offering date of the
  newer class (i.e. the total return presentations below are based, for periods
  prior to the inception date of the Institutional Class, on the historical
  performance of Class A shares adjusted to reflect the current sales charges
  associated with Class A shares, but not reflecting lower operating expenses
                                      ---
  associated with the Institutional Class, such as lower administrative fee
  charges and/or distribution and servicing fee charges).

                 Total Return for Periods Ended March 31, 1999
        (with no adjustment for operating expenses of the Institutional
                 Class for periods prior to its Inception Date)

<TABLE>
<CAPTION>
                                                                 Since Inception
                                                                     of Fund
     Fund             Class       1 Year    5 Years   10 Years     (Annualized)
- --------------------------------------------------------------------------------
<S>               <C>             <C>       <C>       <C>        <C>
Global Bond II    Institutional     6.06%     N/A       N/A           10.16%
- --------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

     For the month ended March 31, 1999, the current distribution rates
(annualized) for the Funds were as follows (Class J and Class K shares were not
offered during the period listed):

                                       81
<PAGE>

                               Distribution Rate
                               -----------------
<TABLE>
<CAPTION>
                                       Institutional        Administrative
Fund                                       Class                 Class          Class A    Class B    Class C    Class D
- ----                                   -------------        --------------      -------    -------    -------    -------
<S>                                    <C>                  <C>                 <C>        <C>        <C>        <C>
Money Market Fund                           4.52%                 4.15%            4.18%      3.35%      4.23%       N/A
Short-Term Fund                             5.12                  4.86             4.72       3.97       4.42       4.82%
Low Duration Fund                           6.59                  6.33             6.11       5.36       5.61       6.26
Low Duration Fund II                        5.64                  5.40              N/A        N/A        N/A        N/A
Low Duration Fund III                       5.60                  5.53              N/A        N/A        N/A        N/A
Low Duration Mortgage Fund                  5.86                   N/A              N/A        N/A        N/A        N/A
Moderate Duration Fund                      5.97                   N/A              N/A        N/A        N/A        N/A
Real Return Bond Fund                       7.10                   N/A             6.68       5.94       6.19       6.69
Total Return Fund                           5.53                  5.28             5.06       4.31       4.32       5.22
Total Return Fund II                        5.38                  5.10              N/A        N/A        N/A        N/A
Total Return Fund III                       5.86                  5.61              N/A        N/A        N/A        N/A
Total Return Mortgage Fund                  5.51                   N/A              N/A        N/A        N/A       5.12
High Yield Fund                             8.72                  8.48             8.33       7.57       7.58       8.34
Municipal Bond Fund                         4.60                  4.37             4.25       3.50       3.75       4.25
Long-Term U.S. Govt. Fund                   6.08                  5.83             5.68       4.92       4.93        N/A
Global Bond Fund                            5.71                  5.46              N/A        N/A        N/A        N/A
Global Bond Fund II                         5.31                   N/A             4.91       4.16       4.16        N/A
Foreign Bond Fund                           5.04                  4.79             4.59       3.84       3.84       4.59
International Bond Fund                      N/A                   N/A              N/A        N/A        N/A        N/A
Emerging Markets Bond Fund                 12.76                 12.52            12.37      11.64      11.64        N/A
Emerging Markets Bond Fund II               8.75                   N/A              N/A        N/A        N/A        N/A
Strategic Balanced Fund                      N/A                   N/A              N/A        N/A        N/A        N/A
StocksPLUS Fund                              N/A                   N/A              N/A        N/A        N/A        N/A
</TABLE>

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

  Advertisements and information relating to the PIMCO Global Bond Fund II may
use data comparing the total returns of the top foreign bond market as compared
to the total return of the U.S. bond market for a particular year. For instance,
the following table sets forth the total return of the top foreign bond market
compared to the total return for the U.S. bond market for the years 1986 through
1998.

                                       82
<PAGE>

Performance is shown in U.S. dollar terms, hedged for currency rate
changes and is no way indicative of the performance of the PIMCO Global Bond
Fund II.

<TABLE>
<CAPTION>

               Top Foreign
     Year      Performer              U.S.
     ----      -----------            ----
     <S>       <C>                    <C>
     1986      +13.1%   Japan         +15.7%
     1987      +12.8    UK             +1.9
     1988      +15.0    France         +7.0
     1989      +10.0    Canada        +14.4
     1990      +11.0    Australia      +8.6
     1991      +20.0    Australia     +15.3
     1992      +10.5    UK             +7.2
     1993      +20.0    Italy         +11.0
     1994       -0.9    Japan          -3.4
     1995      +21.0    Netherlands   +18.3
     1996      +18.8    Spain          +2.7
     1997      +13.5    UK             +9.6
     1998      +17.4    UK             +8.7
</TABLE>

  Source: Salomon Brothers World Government Bond Index 1986-1998.

  The Trust may use, in its advertisements and other information, data
concerning the projected cost of a college education in future years based on
1996/1997 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 3% 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 3% 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.

<TABLE>
<CAPTION>

Potential College Cost Table

Start             Public          Private   Start   Public    Private
Year              College         College   Year    College   College
- -----             -------         -------   -----   -------   -------
<S>               <C>             <C>       <C>     <C>       <C>
1997              $13,015         $57,165    2005   $16,487   $72,415
1998              $13,406         $58,880    2006   $16,982   $74,587
1999              $13,808         $60,646    2007   $17,491   $76,825
2000              $14,222         $62,466    2008   $18,016   $79,130
2001              $14,649         $64,340    2009   $18,557   $81,504
2002              $15,088         $66,270    2010   $19,113   $83,949
2003              $15,541         $68,258    2011   $19,687   $86,467
2004              $16,007         $70,306    2012   $20,278   $89,061
</TABLE>

Costs assume a steady increase in the annual cost of college of 3% per year from
a 1996-97 base year amount. Actual rates of increase may be more or less than 3%
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 1974 to 1998 was:

                                       83
<PAGE>

     * Stocks:      14.9%
       Bonds:        9.9%
       T-Bills:      7.0%
       Inflation:    5.2%

     * Returns of unmanaged indices do not reflect past or future performance of
any of the Funds of PIMCO Funds:  Pacific Investment Management Series.  Stocks
are represented by Ibbotson's  Large Company 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 1999 Yearbook, Ibbotson Associates, Chicago. All
rights reserved.

     The Trust may also compare the relative historic returns and range of
returns for an investment in each of common stocks, bonds and treasury bills to
a portfolio that blends all three investments. For example, over the 20 years
from 1979-1998, the average annual return of stocks comprising the Ibbotson's
Large Company Stock Total Return Index ranged from -4.9% to 37.4% while the
annual return of a hypothetical portfolio comprised 40% of such common stocks,
40% of bonds comprising the Ibbotson's Long-term Corporate bond Index and 20% of
Treasury bills comprising the Ibbotson's Treasury Bill Index (a "mixed
portfolio") would have ranged from -1.0% to 28.2% over the same period. The
average annual returns of each investment for each of the years from 1979
through 1998 is set forth in the following table.

<TABLE>
<CAPTION>

                                                        MIXED
YEAR       STOCKS    BONDS    T-BILLS    INFLATION    PORTFOLIO
- -----      ------    -----    -------    ---------    ---------
<S>        <C>       <C>      <C>        <C>          <C>
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%
1995        37.40%   27.20%      5.60%        2.70%       26.90%
1996        23.10%    1.40%      5.20%        3.30%       10.84%
1997        33.40%   12.90%      7.10%        1.70%       19.94%
1998        28.58%   10.76%      4.86%        1.61%       16.70%
</TABLE>

* Returns of unmanaged indices do not reflect past or future performance of any
of the Funds of PIMCO Funds: Pacific Investment Management Series. Stocks are
represented by Ibbotson's Large Company 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

                                       84
<PAGE>

Inflation (SBBI), 1989, updated in Stocks, Bonds, Bills and Inflation 1999
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:

<TABLE>
<CAPTION>

Investment            Annual         Total        Total
Period             Contribution   Contribution    Saved
- ----------         ------------   ------------   --------
<S>                <C>            <C>            <C>
  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
</TABLE>

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 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 Funds should be aware that
certain of the PIMCO 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 1997:

               % of Income for Individuals
               Aged 65 Years and Older in 1997*
               --------------------------------

               Social Security
 Year          and Pension Plans  Other
 ----          -----------------  -----
 1997                43%            57%

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

  Articles or reports which include information relating to performance,
rankings and other characteristics of the 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 Adviser, including descriptions of
assets under management and client base, and opinions of the author(s) regarding
the skills of personnel and employees of the Adviser who have portfolio
management responsibility. From time to time, the Trust may include references
to or reprints of such publications or reports in its advertisements and other
information relating to the 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.

                                       85
<PAGE>

     From time to time, the Trust may set forth in its advertisements and other
materials the names of and additional information regarding investment analysts
employed by the Adviser who assist with portfolio management and research
activities on behalf of the Funds.  The following lists various analysts
associated with the Adviser:  Jane Howe, Mark Hudoff, Doris Nakamura and Ray
Kennedy.

     Ibbotson Associates ("Ibbotson") has analyzed the risk and returns of the
Funds and relevant benchmark market indexes in a variety of market conditions.
Based on its independent research and analysis, Ibbotson has developed model
portfolios of the Funds and series of PIMCO Funds: Multi-Manager Series ("MMS")
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 and
series of MMS.  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).  However, neither Ibbotson nor the Trust offers Ibbotson's
model portfolios as investments.  Moreover, neither the Trust, the Adviser nor
Ibbotson represent or guarantee that investors who allocate their assets
according to Ibbotson's models will achieve their desired investment results.

Voting Rights

     Under the Declaration of Trust, the Trust is not required to hold annual
meetings of Trust shareholders to elect Trustees or for other purposes.  It is
not anticipated that the Trust will hold shareholders' meetings unless required
by law or the Declaration of Trust.  In this regard, the Trust will be required
to hold a meeting to elect Trustees to fill any existing vacancies on the Board
if, at any time, fewer than a majority of the Trustees have been elected by the
shareholders of the Trust.  In addition, the Declaration of Trust provides that
the holders of not less than two-thirds of the outstanding shares of the Trust
may remove a person serving as Trustee either by declaration in writing or at a
meeting called for such purpose.  The Trustees are required to call a meeting
for the purpose of considering the removal of a person serving as Trustee if
requested in writing to do so by the holders of not less than ten percent of the
outstanding shares of the Trust.  In the event that such a request was made, the
Trust has represented that it would assist with any necessary shareholder
communications.  Shareholders of a class of shares have different voting rights
with respect to matters that affect only that class.

  The Trust's shares do not have cumulative voting rights, so that the holder of
more than 50% of the outstanding shares may elect the entire Board of Trustees,
in which case the holders of the remaining shares would not be able to elect any
Trustees.    As of October 5, 1999, the following persons owned of record or
beneficially 5% or more of the noted class of shares of the following Funds:

<TABLE>
<CAPTION>
                                                                 Shares            Percent
                                                              Beneficially            of
                                                                 Owned              Class
                                                              -----------------------------
<S>                                                           <C>                  <C>
Money Market Fund

Institutional
Combined Master Retirement Trust                               198,476,289.530       73.19%*
5430 LBJ Freeway, Suite 1700
Dallas, Texas  75240

The Beacon Group, LLC                                           21,764,146.110        8.03%
399 Park Avenue
New York, NY  10022-4614
</TABLE>


                                       86
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Administrative
Maltrust & Co. (Hooker & Holcombe, Inc.)                         2,389,014.480         28.34%
225 Essex Street
Salem, Massachusetts  01970

Security Trust for Group Health Cooperative of                   1,356,444.840         16.09%
Puget Sound 403b Group Cust Account
2525 E. Camelback #570
Phoenix, Arizona  85016

Joseph C. Tusa Jr., Edward L. Pierce                               584,843.290          6.94%
Henry P. Holland as Trustees FBO
Metamor Worldwide 401(k)
4400 Post Oak Pkwy., Suite 1100
Houston, TX  77027-3400

Class A
Carn & Co.                                                       8,250,875.470         12.91%
PIMCO Advisors
401K Savings and Investment Plan
Attention: Mutual Fund Department
P. O. Box 96211
Washington D.C.  20090-6211

Bear Stearns Securities Corp.                                    4,723,121.870          7.39%
FBO 102-06578-29
1 MetroTech Center North
Brooklyn, NY  11201-3859

Class C
Gilbert Kelly Crowley Jennett                                    5,573,656.210          6.83%
RE Trust UA DTD March 1, 1968 W D E
Jennett & C. Cooper & T. J. Viola
1200 Wilshire Blvd., Suite 5
Los Angeles, CA  90017-1908

Short-Term Fund

Institutional
Soka University of America                                       7,630,553.239         15.54%
26800 W. Mulholland Highway
Attention: Arnold Kawasaki
Calabasas, California  91302

Charles Schwab & Co., Inc. **                                    6,288,958.566         12.81%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104
</TABLE>

                                       87
<PAGE>

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

Bankers Trust Company FBO:                                       4,638,890.200          9.45%
Georgia-Pacific Corporation Master Trust for Employee
648 Grassmere Business Park Rd.
Advisor Services Group, 2nd Floor
Nashville, Tennessee  37211

Trustees of Columbia University in                               4,409,968.052          8.98%
the City of New York
Office of Investments
475 Riverside Dr., Suite 401
New York, New York  10115

Northern Trust Company as TTEE FBO                               2,782,952.480          5.67%
Trigon Services, Inc.
P.O. Box 92956
Chicago, Illinois  60675

Denison University                                               2,553,147.307          5.20%
Mr. Seth H. Patton
Director of Finance & Budget
P.O. Box F
Granville, OH  43023-0734

Administrative
FTC and Company                                                    141,373.293         24.92%
Attn:  DATAlynx #083
P.O. Box 173736
Denver, Colorado  80217

National Financial Services Corp.                                   93,535.175         16.49%
For the Exclusive Benefit of its Customers
1 World Financial Center
200 Liberty Street
New York, NY  10281-1003

FTC and Company                                                     67,001.477         11.81%
Attn:  DATAlynx K83
P.O. Box 173736
Denver, Colorado  80217

Lau & Co. c/o Frost                                                 51,373.698          9.06%
National Bank
P. O. Box 2479
San Antonio, Texas  78298-2479

Lynn R. Prebe TTEE of the                                           28,568.239          5.04%
F. James Prebe & Lynn R. Prebe Trust Dtd 7/23/92
16347 Grenoble Lane
Huntington Beach, CA  92649-1825
</TABLE>


                                       88
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Class A
MLPF&S For the Sole Benefit of its Customers **                  2,396,224.382         27.27%
Attention: Fund Administration #97MY2
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Mr. Ronald S. Taft TR                                              661,871.714          7.53%
Artist Management Inc.
Defined Benefit Pension Plan 61284
18 W. 55th Street, Apt. 4
New York, New York  10019-5368

PaineWebber FBO                                                    578,266.819          6.58%
Adventist Healthcare Inc. - Fixed Income
Dan Bowen
1801 Research Boulevard, Suite 300
Rockville, Maryland  20850-3152

Mr. Ronald S. Taft TR                                              493,200.502          5.61%
Ronald S. Taft Employee Defined Benefit Plan 1184
18 W. 55th Street, Apt. 4
New York, New York  10019-5368

Class B
MLPF&S For the Sole Benefit of its Customers **                    195,218.015         40.23%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Donaldson Lufkin Jenrette                                           65,198.960         13.44%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, New Jersey  07303-9998

Class C
MLPF&S For the Sole Benefit of its Customers **                    425,053.745         21.83%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Dean Witter for the Benefit of                                     107,903.497          5.54%
Noel Kutuyev
P.O. Box 250, Church Street Station
New York, NY  10008-0250

Prudential Securities FBO                                          107,154.370          5.50%
Oakwood Orthopaedic Clinic PA
PS P&T DTD 12/30/1974
Drs. Manning & Evins TTEES
Greenville, South Carolina  29605-4235

</TABLE>

                                       89
<PAGE>

<TABLE>
<S>                                                               <C>                  <C>
Class D
Charles Schwab & Co., Inc.**                                       317,009.675         76.69%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

Donaldson Lufkin Jenrette Securities Corp.                          36,322.887          8.79%
P.O. Box 2052
Jersey City, NJ  07303-9998

National Investors Services Corp.                                   23,685.203          5.73%
For Exclusive Benefit of its Customers
Attn.  Ms. Sandra Stewart
55 Water Street, 32nd Floor
New York, NY  10041-3299

Low Duration Fund

Institutional
MLTC of America FBO                                             40,037,451.134          9.81%
Dupont Savings & Investment Plan
300 Davidson Ave.
Somerset, NJ  08873-4175

Charles Schwab & Co., Inc. Rein**                               37,886,158.204          9.28%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

MLTC of America FBO                                             20,541,373.277          5.03%
Conoco Thrift Plan
300 Davidson Ave.
Somerset, NJ  08873-4175

Administrative
FIIOC as Agent for Certain Employee Benefits Plan**              4,208,360.143         34.61%
100 Magellan  KW1C
Covington, Kentucky  41015

McClatchy Newspapers Defined Comp. Inv. Plan                     2,096,258.727         17.24%
550 Kearny Street #600
San Francisco, California  94108

</TABLE>

                                       90
<PAGE>

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

Bankers Trust TTEE FBO                                           1,302,520.670         10.71%
Mapco Coal
100 Plaza One
Jersey City, New Jersey  07311-3999

Sonnenschein, Nath & Rosenthal                                   1,236,709.472         10.17%
P. O. Box 419260
Kansas City, Missouri  64141-6260

National Financial Services Corp.                                1,210,373.501          9.95%
For the Exclusive Benefit of its Customers
1 World Financial Center
200 Liberty Street
New York, NY  10281-1003

Class A
MLPF&S For the Sole Benefit of its Customers **                  5,908,557.671         25.70%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Richard J. Steinhelper Tr                                        3,349,371.135         14.57%
Michigan Tooling Association
Benefit Plans Investment Trust
28237 Orchard Lake Road
P. O. Box 9151
Farmington Hills, Michigan  48333-9151

Class B
MLPF&S For the Sole Benefit of its Customers **                  1,870,666.128         24.85%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                  3,244,312.789         26.43%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
Charles Schwab & Co., Inc.**                                       826,493.826         87.19%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

</TABLE>


                                       91
<PAGE>

<TABLE>
<S>                                                            <C>                    <C>
National Investors Services Corp.                                   67,065.291          7.08%
For Exclusive Benefit of its Customers
Attn.  Ms. Sandra Stewart
55 Water Street, 32nd Floor
New York, NY  10041-3299

Low Duration Fund II

Institutional
Sprint Retirement Savings Plan                                  15,758,858.972         32.96%*
82 Devonshire Street - E1GA
Boston, Massachusetts  02109

American Bible Society                                           5,812,868.031         12.16%
1865 Broadway
New York, New York  10023

Salt River Project Decom Trust                                   4,096,145.287          8.57%
P. O. Box 52025
Phoenix, Arizona  85072

Associated Electric & Gas                                        3,865,494.739          8.08%
Insurance Services Limited
10 Exchange Place
Jersey City, NJ  07302-3901

The Northern Trust Company FBO                                   2,936,476.364          6.14%
Nestle USA Inc. Savings Plan Trust
P.O. Box 92956
Chicago, IL  60675-2956

Administrative
FTC & Co. Attn: Datalynx #383                                       25,584.261         82.31%
P.O. Box 173736
Denver, CO  80217-3736

National Financial Services Corp.                                    5,498.629         17.69%
For the Exclusive Benefit of its Customers
1 World Financial Center
200 Liberty Street
New York, NY  10281-1003

Low Duration Fund III

Institutional
Loyola Academy Endowment Fund                                    1,013,189.086         39.01%*
135 S. LaSalle Street
P. O. Box 1443
Chicago, Illinois  60690
</TABLE>

                                       92
<PAGE>

<TABLE>
<S>                                                                <C>               <C>
Sisters of St. Joseph/Michigan                                     844,858.528       32.53%*
3427 Gull Road
P. O. Box 13
Nazareth, Michigan  49074

National Jewish Medical & Research Center                          512,909.158       19.75%
1400 Jackson Street
Denver, CO  80206-2762

Charles Schwab & Co., Inc. Rein**                                  210,941.353        8.12%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Administrative
Pacific Investment Management Company                                1,024.009      100.00%
840 Newport Center Drive
Newport Beach, CA  92660

Low Duration Mortgage Fund

Institutional
Pacific Investment Management Company                              379,684.384       90.15%*
840 Newport Center Drive
Newport Beach, California  92660

Charles Schwab & Co., Inc. Rein**                                   41,462.845        9.85%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Moderate Duration Fund

Institutional
Columbus Circle Trust Co-SV**                                    5,681,132.273       15.75%
1 Station Place Metro Center
Stamford, Connecticut  06902

Mac & Co. A/C SPNF6001552                                        3,212,067.194        8.91%
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, Pennsylvania  15230-3198

Northern Trust Bank of Texas                                     3,080,176.925        8.54%
Custodian for John G. and Marie Stella Kenedy
Memorial Foundation, Acct. #2617646
P.O. Box 02056
Chicago, IL  60675
</TABLE>

                                       93
<PAGE>

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

Wendel & Co. A/C 706009                                          3,000,390.585          8.32%
The Bank of New York
Attn:  Mutual Fund/Reorg. Dept.
P.O. Box 1066, Wall Street Station
New York, NY  10268-1066

The Children's Hospital Association                              2,297,120.388          6.37%
1056 E. 19th Avenue B020
Denver, Colorado  80218

Samaritan Health System Retirement Income Plan                   1,945,586.767          5.39%
300 S. Grand Ave. 40th Floor
Los Angeles, California  90071

Washington Teamsters Welfare Trust                               1,897,037.596          5.26%
Attention:  Jack Cowan
2323 Eastlake Avenue E.
Seattle, Washington  98102

Real Return Bond Fund

Institutional
National Financial Services Corporation **                       3,749,559.164         42.34%*
1 World Financial Center
200  Liberty Street
New York, New York 10281

Schroder Wertheim & Co., Inc.                                    1,585,455.233         17.90%
Mutual Fund Control Account
c/o Lewco Securities
34 Exchange Place 4th Fl
Jersey City, New Jersey  07311

Wake Forest University                                           1,520,145.279         17.16%
P.O. Box 7354
Winston Salem, NC  27109-7354

Charles Schwab & Co., Inc. Rein**                                  722,255.514          8.16%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Class A
Lewco Securities Corp. FBO                                         610,929.082         64.39%
A/C# H30-627865-6-01
34 Exchange Place, 4th Floor
Jersey City, New Jersey  07311
</TABLE>

                                       94
<PAGE>

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

MLPF&S For the Sole Benefit of its Customers **                   151,072.377           15.92%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class B
MLPF&S For the Sole Benefit of its Customers **                   309,612.853           37.09%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Everen Clearing Corp.                                              41,945.964            5.03%
A/C# 3276-2387
Barbara K. Fritzberg
111 East Kilbourn Avenue
Milwaukee, Wisconsin  53202

Class C
MLPF&S For the Sole Benefit of its Customers **                   498,501.125           51.40%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
Charles Schwab & Co., Inc.**                                      348,414.258           59.94%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

Ronald K. Filippi MD                                               30,696.055            5.28%
5960 Pelican Bay Blvd.
Naples, FL  34108

Total Return Fund

Institutional
Charles Schwab & Co., Inc. Rein**                             170,302,992.737            7.35%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Administrative
Nikko Securities Co., Ltd.**                                   90,240,973.000           30.17%
3-1 Marunouchi 3Chrome, Chiyodaku
Tokyo, Japan  101-0064
</TABLE>

                                       95
<PAGE>

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

FIIOC as Agent for Certain Employee Benefits Plan**             57,613,193.027         19.26%
100 Magellan KW1C
Covington, Kentucky  41015

National Financial Services Corporation **                      48,462,628.533         16.20%
1 World Financial Center
200  Liberty Street
New York, New York 10281

Manufacturers Life Insurance Co. (USA)                          23,148,310.847          7.74%
200 Bloor Street East
Toronto, Ontario
Canada M4W 1E5

Class A
MLPF&S For the Sole Benefit of its Customers **                 86,430,261.102         51.51%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class B
MLPF&S For the Sole Benefit of its Customers **                 23,664,922.706         36.01%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                 25,869,259.826         33.36%
Attention: Fund Administration
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
Charles Schwab & Co., Inc. Rein**                                5,273,674.811         91.89%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Total Return Fund II

Institutional
Charles Schwab & Co., Inc. Rein**                               11,929,998.447          9.94%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Catholic Archbishop of Chicago                                   8,530,196.258          7.11%
155 East Superior Street
Chicago, IL  60611-2911
</TABLE>

                                       96
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
IUE AFL-CIO Pension Plan                                         6,861,518.190          5.72%
1460 Broad Street
Blommfield, New Jersey  07003

Morley Capital Management                                        6,142,828.690          5.12%
P.O. Box 85484
San Diego, CA  92186

Administrative
Security Trust Co. as Inv. Agent for                             3,329,195.015         66.61%
Twin City Pipe Trades Supply
Retirement Plan
2525 E. Camelback Road, #570
Phoenix, AZ  85016-4272

Total Return Fund III

Institutional
Archdiocese of LA/Corp/Diocese Tucson                           12,511,823.887         18.79%
3424 Wilshire Boulevard, 10th Floor
Los Angeles, California  90010-2241

Wendel & Co. A/C 092937                                          6,676,607.147         10.03%
C/O The Bank of New York
Attn:  Mutual Fund/Reorg. Dept.
P.O. Box 1066, Wall Street Station
New York, NY  10268-1066

Mac & Co Acct SPDF7002552                                        4,043,590.218          6.07%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, Pennsylvania  15230-3198

Administrative
Lumpkin Foundation (PaineWebber)                                   323,598.432         88.46%
P. O. Box 1097
Mattoon, Illinois  61938

Dubuque Bank & Trust Co. **                                         34,656.823          9.47%
Attention:  Trust Department
Dubuque, Iowa  5200-0747

Total Return Mortgage Fund

Institutional
Pacific Investment Management Company                              378,074.847         96.72%*
840 Newport Center Drive
Newport Beach, California  92660
</TABLE>

                                       97
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Class D
Pacific Investment Management Company                               10,629.922         82.45%
840 Newport Center Drive
Newport Beach, California  92660

National Investors Services Corp.                                    2,010.677         15.59%
for Exclusive Benefit of their Customers
55 Water Street, 32nd Floor
New York, NY  10041

High Yield Fund

Institutional
Charles Schwab & Co., Inc. Rein**                               29,927,472.898         13.85%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Administrative
National Financial Services Corporation **                      22,163,579.482         74.14%
1 World Financial Center
200  Liberty Street
New York, New York 10281

Investors Fiduciary Trust Co. Custodian                          3,198,730.066         10.70%
FBO Centurion Trust Co.
801 Pennsylvania Avenue
Kansas City, MO  64105-1307

FIIOC as Agent for Certain Employee Benefits Plan**              2,396,590.408          8.02%
100 Magellan KW1C
Covington, Kentucky  41015

Class A
MLPF&S For the Sole Benefit of its Customers **                  3,324,481.672         19.28%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class B
MLPF&S For the Sole Benefit of its Customers **                  7,869,939.029         25.96%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                  6,712,356.852         18.70%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484
</TABLE>

                                       98
<PAGE>

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

Class D
Charles Schwab & Co., Inc.**                                     1,615,292.051         91.73%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

Long-Term U.S. Government Fund

Institutional
Chronicle Publishing                                             8,373,589.239         28.86%
22 4th Street, Suite 1400
San Francisco, CA  94103

The St. Joe Company Salaried Pension Plan                        5,355,839.760         18.39%
1650 Prudential Drive, Suite 400
Jacksonville, Florida  32207

Chicago Symphony Orchestra                                       3,591,132.326         12.38%
220 South Michigan Avenue
Chicago, Illinois  60604

Charles Schwab & Co. Inc.                                        2,729,882.952          9.41%
Reinvest Account
Attn:  Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA  94104-4122

The St. Joe Company Hourly Pension Plan                          1,795,247.521          6.19%
1650 Prudential Drive, Suite 400
Jacksonville, Florida  32207

Allianz Defined Contribution Plan                                1,649,043.623          5.68%
P. O. Box 92956
Chicago, Illinois  60675

Administrative
FIIOC as Agent for Certain Employee Benefits Plan**              4,520,726.678         92.25%
100 Magellan  KW1C
Covington, Kentucky  41015

Class A
MLPF&S For the Sole Benefit of its Customers **                    388,141.985         12.87%
Attention: Fund Administration #97MY2
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484
</TABLE>

                                       99
<PAGE>

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



Prudential Bank & Trust Co.                                        343,143.548         11.38%
Defined Contribution Plan
For the Benefit of Plan Participants
30 Scranton Office Park
Scranton, Pennsylvania  18507-1755

Class B
MLPF&S For the Sole Benefit of its Customers **                  1,300,756.780         32.31%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                    888,269.094         32.83%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Municipal Bond

Institutional
Brent R. Harris & Elizabeth E. Harris JT WROS                      152,878.849         33.80%
c/o 800 Newport Center Drive
Newport Beach, CA  92660

MediaOne VEBA Trust                                                123,351.210         27.27%
188 Inverness Drive West, Fl. 7
Englewood, CO  80112-5201

Phyllis K. Curtis TTEE of                                           74,528.947         16.48%
The Phyllis K. Curtis Separate Property Trust
14158 NW Bronson Creek Drive
Portland, OR  97229-7060

John L. Johnson                                                     42,202.000          9.33%
7831 Stanford
Dallas, TX  75225-8209

Nelly B. Monroe                                                     35,954.173          7.95%
57 Long Hill Farm
Guilford, CT  06437-1827

Administrative
Joy L. McNeese                                                      29,732.736         11.40%
8438 Porter Lane
Alexandria, VA  22308-2142

Diana F. Mezrah                                                     24,092.781          9.24%
Leon M. Mezrah TEN ENT
623 Island Place Way
Tampa, FL  33602-5798
</TABLE>

                                      100
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
William c. Tidball                                                  13,433.631          5.15%
Ann G. Tidball JT WROS
5669 Rayburn Ave.
Alexandria, VA  22311

Class A
MLPF&S For the Sole Benefit of its Customers **                    362,926.799         37.87%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Banc of America Securities LLC                                      88,753.026          9.26%
712-02020-10
Attn:  Mutual Funds - 4th Floor
600 Montgomery Street
San Francisco, CA  94111

Joseph R. White                                                     74,102.558          7.73%
P.O. Box 572
Waltham, MA  02454-0572

BT Alex Brown Incorporated                                          51,179.720          5.34%
FBO 255-29889-13
P.O. Box 1346
Baltimore, MD  21203

Class B
MLPF&S For the Sole Benefit of its Customers **                    135,445.279         21.57%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Dain Rauscher Incorporated FBO                                      66,529.644         10.59%
K. K. Kinsey Trustee
K. K. Kinsey Rev Intervivos TR
UA DTD 04-18-1997
2801 NE 14th Street
Fort Lauderdale, FL  33304-1680

Prudential Securities Inc. FBO                                      59,055.728          9.40%
Ruth G. Battel
6 Willow Bank Ct.
Mahwah, NJ  07430-2909
</TABLE>

                                      101
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Class C
MLPF&S For the Sole Benefit of its Customers **                    457,419.672         13.21%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
Charles Schwab & Co., Inc.**                                        29,502.367         78.00%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

Donaldson Lufkin Jenrette                                            2,921.397          7.72%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ  07303

Global Bond

Institutional
Walker Art Center, Inc.                                          3,143,262.990         10.45%
Vineland Place
Minneapolis, Minnesota  55403

University of Denver (Colorado Seminary)                         2,367,198.366          7.87%
2199 South University Blvd.
Denver, Colorado  80208

Kamehameha Schools                                               2,316,701.467          7.70%
P. O. Box 3466
Honolulu, Hawaii  96801

Blue Cross Blue Shield of Massachusetts Inc.                     1,733,416.680          5.76%
Managed Care
100 Summer Street, Treasury 01-06
Boston, MA  02110-2106

Worcester Polytechnic                                            1,638,334.726          5.45%
100 Institute Road
Worcester, Massachusetts  01609

Sunkist Master Trust                                             1,619,936.061          5.39%
14130 Riverside Drive
Sherman Oaks, California  91423

Hobart and William Smith Colleges                                1,608,911.391          5.35%
337 Pulteney Street
Geneva, New York  14456
</TABLE>

                                      102
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Administrative
FIIOC as Agent for Certain Employee Benefits Plan**                749,642.615        100.00%
100 Magellan KW1C
Covington, Kentucky  41015

Class A
MLPF&S For the Sole Benefit of its Customers **                     45,663.818         14.88%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class B
MLPF&S For the Sole Benefit of its Customers **                    103,760.464         19.89%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                    110,969.102         17.42%
Attention: Fund Administration #97M
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Global Bond Fund II

Institutional
MAC & Co. A/C CTBF8606452                                        1,791,161.617         58.33%*
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA  15230-3198

GMP & Employers Retiree Trust                                    1,059,006.805         34.49%
MIDF965N032
Mutual Funds Operations
Pittsburgh, Pennsylvania  15230-3198

Foreign Bond Fund

Institutional
Charles Schwab & Co., Inc. Rein**                               27,819,293.919         61.26%*
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Donaldson Lufkin Jennrette**                                     7,153,363.548         15.75%
1 Pershing Plaza
P. O. Box 2052
Jersey City, New Jersey  07399
</TABLE>

                                      103
<PAGE>

<TABLE>
<S>                                                                <C>                 <C>
Administrative
CBNA FBO Clients of Benefit Plans                                  143,149.410         31.00%
1500 Genesee  Street
Utica, New York  13502

National Financial Services Corporation **                          52,059.129         11.27%
1 World Financial Center
200  Liberty Street
New York, New York 10281

Resources Trust Company for                                         41,826.588          9.06%
the Exclusive Benefit of the Customers of IMS
P.O. Box 3865
Englewood, CO  80155

Class A
Advest Inc.                                                        677,424.924         14.21%
768-12284-12
90 State House Square
Hartford, CT  06103

Advest Inc.                                                        472,719.899          9.92%
768-12284-11
90 State House Square
Hartford, CT  06103

Class B
MLPF&S For the Sole Benefit of its Customers **                    157,868.283          6.70%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                  1,011,260.907         93.54%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

International Bond Fund

Institutional
Bost & Co. (A/C NYXF8661002)                                    13,171,805.266          9.65%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA  15230-3198
</TABLE>

                                      104
<PAGE>

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

Emerging Markets Bond Fund

Institutional
Charles Schwab & Co., Inc. Rein**                                  521,498.061         89.00%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

Administrative
Centurion Trust Company                                          1,486,249.592         99.90%*
FBO Omnibus/Centurion Cap. Mgmt.
2425 EB Camelback Road, Suite 530
Phoenix, AZ  85016

Class A
MLPF&S For the Sole Benefit of its Customers **                      4,869.000         15.01%
Attention: Fund Administration #97RD2
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Steve M. Foulke & Maria M. Foulke                                    4,598.463         14.17%
Community Property
1 Altimira
Coto de Caza, California  92679-4901

PaineWebber for the Benefit of L.A. Razette &                        3,502.469         10.80%
Clara M. Razette JTWROS
3357 Sabal Springs Blvd.
North Fort Myers, Florida  33917-2023

Julie D. Roth TR                                                     3,442.036         10.61%
UA JUN 06 96
J&M Roth Family Trust
34300 Lantern Bay Drive, Apt. 9
Dana Point, California  92629-2858

Maria May Faulke TTEE                                                3,042.898          9.38%
Maria Michelle May 1992 Trust
FBO Chelsea & Ryan Faulke
1 Altimira
Trabuco Canyon, California  92679

Patricia D. Rodilosso Cust.                                          2,423.372          7.47%
FBO Christopher Adam Rodilosso
Unif GIFT MIN ACT NJ
9 River Edge Drive
Rumson, New Jersey  07760-1025

Thomas Rodilosso &                                                   1,855.814          5.72%
Patricia D. Rodilosso
Joint TEN WROS NOT TC
9 River Edge Drive
Rumson, New Jersey  07760-1025
</TABLE>

                                      105
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
Class B
MLPF&S For the Sole Benefit of its Customers **                     20,642.667         17.44%
Attention: Fund Administration #97M36                                        .
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Robert S. Baird & Co. Inc.                                          13,430.844         11.34%
A/C 1751-2072
777 East Wisconsin Avenue
Milwaukee, WI  53202-5391

Donaldson Lufkin Jenrette Securities Corp. Inc. **                   9,053.567          7.65%
P.O. Box 2052
Jersey City, New Jersey  07303-9998

Donaldson Lufkin Jenrette Securities Corp. Inc. **                   6,763.366          5.71%
P.O. Box 2052
Jersey City, New Jersey  07303-9998

PaineWebber FBO                                                      6,234.466          5.27%
Rosalyn Helford
1655 Lake Cook Road, Apt. 149
Highland Park, Illinois  60035-4400

Class C
MLPF&S For the Sole Benefit of its Customers **                      7,689.614         21.70%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

NFSC FEBO #120-077852                                                5,538.963         15.63%
FMT CO CUST IRA
FBO John J. Jordan
P. O. Box 466
Rye Beach, New Hampshire  03871

CIBC World Markets Corp.                                             4,176.072         11.78%
FBO 020-66126-24
P. O. Box 3484
Church Street Station
New York, New York  10008-8484

Orlin TE SLAA TR                                                     3,697.246         10.43%
Patrick J. Rowland Rev Trust
U/A Dated 12/7/1993 as Amended
3800 W. 80th Street
Bloomington, Minnesota  55431-4420
</TABLE>

                                      106
<PAGE>

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

Raymond James & Assoc. Inc.                                          3,489.892          9.85%
For Elite Acct #82729810
Janet A. Delsantro
REV Trust UA DTD 3 23 98
14505 Aeries Way Drive, Apt. 224
Fort Meyers, Florida  33912-1721

Emerging Markets Bond Fund II

Institutional
Northeast Utilities                                              2,134,178.914          9.30%
IT Division 027-002C
20 Cabot Road
Medford, Massachusetts  02155-5160

Northern Trust Company FBO:                                      1,731,279.291          7.55%
Deluxe Corporation #22-53693
P.O. Box 92923
Chicago, Illinois  60675

Nebraska Public Employees Retirement System                      1,533,264.349          6.68%
P. O. Box 1992
Boston, Massachusetts  02105-1992

New York State Teamster Conference Pension                       1,446,975.160          6.31%
and Retirement Plan A/C T628
P.O. Box 1992
Boston, Massachusetts  02105-1992

Strategic Balanced Fund

Institutional
California Community Foundation                                  5,248,275.002         52.56%*
606 South Olive Street, Suite 2400
Los Angeles, California  90014

Carpenters Health and Security Trust                             2,155,813.563         21.59%
of Western Washington
P.O. Box 1929
Seattle, Washington  98111

Pacific Asset Management LLC                                       566,795.458          5.68%
700 Newport Center Drive
Newport Beach, California  92660-6307
</TABLE>

                                      107
<PAGE>

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

Class A
Prudential Securities Inc. FBO                                      85,279.915         21.45%
Prudential Retirement Services
Administrator for Plan 80322
MSSA-ILA Local 1985 401(k)
P.O. Box 15040
New Brunswick, NJ  08906

B. B. Schilberg & N. B. Schilberg TR UA 10/01/93                    33,506.617          8.43%
 Schilbert Integrated Metals Corp. 401(k) Plan
Riverview Square II
99 E River Drive
East Hartford, CT  06108

BSDT Cust. Rollover IRA                                             22,061.410          5.55%
FBO Frederick A. Otto
795 Fairway Court
Gaylord, MI  49735

Class B
MLPF&S For the Sole Benefit of its Customers **                    215,053.577         21.91%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                    206,951.431         21.37%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
PIMCO Advisors L.P.                                                  8,881.583         50.06%
800 Newport Center Drive
Newport Beach, California  92660-6309

Charles Schwab & Co., Inc.**                                         5,495.011         30.97%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122

National Investors Services Corp. for                                3,101.963         17.48%
Exclusive Benefit of their Customers
55 Water Street, 32nd Floor
New York, NY  10041
</TABLE>

                                      108
<PAGE>

Convertible Bond

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

Institutional
Northern Trust Company FBO:                                        442,869.796         13.94%
Lucent Technologies Inc. Master Pension Trust
P.O. Box 92923
Chicago, IL  60675

Phillip Morris Master Retirement Trust                             436,681.223         13.75%
c/o State Street Bank & Trust
P.O. Box 1992
Boston, Massachusetts  02105-1992

Baptist Foundation                                                 379,912.664         11.96%
c/o Bost & Co.
One Cabot Road
Medford, Massachusetts  02155-5141

Reynolds Metals Inc.                                               335,507.922         10.56%
c/o Chase Manhattan Bank NA
Chase MetroTech Center
Brooklyn, NY  11245

State Street Bank & Trust FBO                                      303,819.444          9.56%
New York State Teamsters Conf. Pen. & Ret.
P.O. Box 1992
Boston, MA  02105

Northern States Power Pension Plan                                 281,306.715          8.86%
c/o Norwest Bank NA
733 Marquette Avenue, MS #0036
Minneapolis, MN  55402-2309

Carpenters of Western Washington                                   254,083.485          8.00%
c/o Bank of New York
1 Wall Street, 8th Floor
New York, NY  10005-2500

State Street Bank & Trust FBO:                                     206,362.855          6.50%
Milacron Inc. Master Trust
P.O. Box 1992
Boston, MA  02105

Toyota Motor Insurance Services Inc.                               200,546.946          6.31%
c/o Bankers Trust Company
648 Grassmere Business Park Road
Nashville, Tennessee  37211

Keebler Retirement Trust                                           199,637.024          6.28%
c/o Northern Trust Company
P.O. Box 92923
Chicago, Illinois  60675-2923
</TABLE>

                                      109
<PAGE>

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

Potomac Electric                                                   191,470.844          6.03%
1900 Pennsylvania Ave., N.W.
Washington, D.C.  20068

Salt River Project                                                 185,356.812          5.83%
c/o Marshall & Isley
1000 North Water, 14th Floor
Milwaukee, Wisconsin  53202

Citicorp Services, Inc.                                            171,969.046          5.41%
FBO Seagrams
3800 Citibank Center
Tampa, FL  33610

Class A
Salomon Smith Barney Inc.                                            9,041.591         30.36%
333 West 34th Street, 3rd Floor
New York, New York  10001

MLPF&S For the Sole Benefit of its Customers **                      8,281.008         27.81%
Attention: Fund Administration #97
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

First Clearing Corporation                                           3,965.923         13.32%
Stephen R. Evans and Janice B. Evans
4 Chelsea Drive
Cambridge, MD  21613

Raymond James & Assoc. Inc. CSDN                                     3,423.712         10.89%
Arlene A. Travis IRA
2739 Randolph Street, N.E.
Minneapolis,  MN  55418

First Clearing Corporation                                           1,967.584          6.61%
Edward N. Evans II
303 Bradley Drive
Wilmington, NC  28409

Painewebber for the Benefit of                                       1,760.880          5.91%
Painewebber CDN FBO
Joseph J. Vizzini
P.O. Box 3321
Weehawken, NJ  07087

Class B
MLPF&S For the Sole Benefit of its Customers **                     12,169.302         31.70%
Attention: Fund Administration #97
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484
</TABLE>

                                      110
<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
PaineWebber for the Benefit of                                      11,456.633         29.84%
PaineWebber CDN FBO
Stanley Tolin
P.O. Box 3321
Weehawken, NJ  07087

Prudential Securities Inc. FBO                                       4,424.779         11.53%
Mr. Larry R. Kirkman
2310 Whilden Ct.
Charlotte, NC  28211-3274

Class C
MLPF&S For the Sole Benefit of its Customers **                     87,367.271         51.60%
Attention: Fund Administration #97
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Salomon Smith Barney Inc.                                            9,149.131          5.40%
151865027
333 West 34th Street, 3rd Floor
New York, New York  10001

Salomon Smith Barney Inc.                                            9,149.131          5.40%
151814457
333 West 34th Street, 3rd Floor
New York, New York  10001

Salomon Smith Barney Inc.                                            8,788.493          5.19%
151816903
333 West 34th Street, 3rd Floor
New York, New York  10001

StocksPLUS Fund

Institutional
Charles Schwab & Co., Inc. Rein**                                4,659,990.208         12.11%
The Schwab Building
101 Montgomery Street
San Francisco, California  94104

St. Cloud Hospital                                               3,383,816.976          8.79%
1406 6th Avenue N.
St. Cloud, Minnesota  56301

Northern Trust Custodian FBO                                     2,267,764.269          5.89%
Reliastar Financial Acct. #26-48847
P.O. Box 92956
Chicago, IL  60675
</TABLE>

                                      111
<PAGE>

<TABLE>
<S>                                                              <C>                    <C>
Firstar Trust Company Agent                                      2,206,430.820          5.73%
Firstar Des Moines TTEE
Iowa Methodist Medical Center
P.O. Box 1787
Milwaukee, Wisconsin  53201

Administrative
Centurion Trust Company                                          2,513,580.435         65.83%
FBO Omnibus/Centurion Cap. Mgmt.
2425 EB Camelback Road, Suite 530
Phoenix, AZ  85016

Colorado County Off and Emp (Sungard)                              905,117.477         23.70%
1666 S. University Blvd. #D
Denver, Colorado  80210

Class A
MLPF&S For the Sole Benefit of its Customers **                  1,364,484.154         11.26%
Attention: Fund Administration #97M34
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class B
MLPF&S For the Sole Benefit of its Customers **                  3,756,686.744         15.90%
Attention: Fund Administration #97M35
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class C
MLPF&S For the Sole Benefit of its Customers **                  3,592,247.826         17.23%
Attention: Fund Administration #97M36
4800 Deer Lake Drive E. Floor 3
Jacksonville, Florida 32246-6484

Class D
Charles Schwab & Co., Inc.**                                       155,300.077         76.42%
Special Custody Accounts
FBO Customers
Attention: Mutual Funds
101 Montgomery Street
San Francisco, California  94104-4122
</TABLE>

*  Entity owned 25% or more of the outstanding shares of beneficial interest of
the Fund, and therefore may be presumed to "control" the Fund, as that term is
defined in the 1940 Act.

**  Shares are believed to be held only as nominee.

                                      112
<PAGE>

The Reorganization of the PIMCO Money Market and Total Return II Funds

     On November 1, 1995, the Money Market Fund and the PIMCO Managed Bond and
Income Fund, two former series of PIMCO Funds:  Equity Advisors Series, were
reorganized as series of the Trust, and were renamed PIMCO Money Market Fund and
PIMCO Total Return Fund II, respectively.  All information presented for these
Funds prior to this date represents their operational history as series of PIMCO
Funds:  Equity Advisors Series.  In connection with the Reorganization, the
Funds changed their fiscal year end from October 31 to March 31.

The Reorganization of the PIMCO Global Bond Fund II

     On January 17, 1997, the Global Income Fund, a former series of PIMCO
Advisors Funds, was reorganized as a series of the Trust, and was renamed the
PIMCO Global Bond Fund II.  All information presented for this Fund prior to
that date represents its operational history as a series of PIMCO Advisors
Funds.  In connection with the Reorganization, the Fund changed its fiscal year
end from September 30 to March 31.

Code of Ethics

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

Year 2000 Readiness Disclosure

     Many of the world's computer systems may be unable to correctly recognize,
interpret or use dates beyond the year 1999. This inability might lead to
significant business disruptions.  PIMCO Advisors and PIMCO are taking steps to
assure that their computer systems will function properly.  PIMCO Advisors has
designated a team of information and business professionals to address the Year
2000 problem and developed a written Year 2000 Plan.

     The PIMCO Advisors Year 2000 Plan consists of five general phases:
Awareness, Assessment, Remediation, Testing, and Implementation.  During the
Awareness phase, the Year 2000 team informs the employees of PIMCO Advisors and
its subsidiaries, including the highest levels of management, about the Year
2000 problem.  A written Year 2000 Plan and budget is prepared and approved by
the PIMCO Advisors Management Board.  During the Assessment phase, the Year 2000
team prepares an inventory of information technology ("IT") and non-IT systems
used in PIMCO Advisors and its subsidiaries business.  Systems are classified as
software, hardware, and embedded chips. Separately, systems are also classified
as mission critical and non-mission critical systems.  As the inventory is
compiled and verified, each system is preliminarily assessed for Year 2000
compliance.  This preliminary assessment is made by obtaining manufacturers'
representations that a given product is Year 2000 compliant or other evidence of
compliance.  Systems for which no such evidence can be obtained are identified
as candidates for correction or replacement ("Remediation").  During the
Remediation phase, software, hardware, and embedded chips identified during the
Assessment phase to be non-Year 2000 compliant are corrected or replaced.
Necessarily, further corrections and replacements may need to be made after the
Remediation phase has been completed as a result of problems identified during
the Testing phase or otherwise.  During the Testing phase, PIMCO Advisors
performs internal testing, point-to-point testing, and industry testing
programs.  Testing generally will be performed in order of criticality

                                      113
<PAGE>

(mission critical, then non-mission critical). Several PIMCO Advisors
subsidiaries plan on participating in the Securities Industry Association's
industry-wide testing forum. During the Implementation phase, systems that have
been tested and identified as being Year 2000 Compliant are put into normal
business operation and contingency plans are finalized.

     As all investment advisers, PIMCO Advisors' and PIMCO's business operations
are heavily dependent upon a complex worldwide network of financial systems that
utilize date fields.  PIMCO Advisors' and PIMCO's ability to endure any adverse
effects of the transition to Year 2000 is highly dependent upon the efforts of
third parties, particularly brokers, dealers, and custodians.  The failure of
third party organizations to resolve their own processing issues with respect to
the Year 2000 Problem in a timely manner could have a material adverse effect on
PIMCO Advisors' or PIMCO's business.  The management of PIMCO Advisors and PIMCO
believe that the transition to Year 2000 will not have a material adverse effect
on their business or operations as of the date of this Statement of Additional
Information.  However, complications as yet unidentified may arise in internal
or external systems, with data providers, with other securities firms or
institutions, with issuers, with other counterparties, with other entities, or
even with general economic conditions related to the Year 2000 in general.  The
Year 2000 Problem may be particularly acute with respect to foreign markets and
securities of foreign issuers in which the Funds invest due to a potential lack
of Year 2000 compliance efforts in foreign markets or by foreign companies.
Although PIMCO Advisors' efforts and expenditures on Year 2000 issues are
substantial, there can be no assurances that shareholders or others will not
suffer from disruptions or adverse results arising as a consequence of entering
Year 2000.

Custodian, Transfer Agent and Dividend Disbursing Agent

     Investors Fiduciary Trust Company ("IFTC") 801 Pennsylvania, Kansas City,
Missouri 64105 serves as custodian for assets of all Funds.  Pursuant to a sub-
custody agreement between IFTC and State Street Bank and Trust Company ("State
Street"), State Street serves as subcustodian of the Trust for the custody of
the foreign securities acquired by those Funds that invest in foreign
securities.  Under the agreement, State Street may hold the foreign securities
at its principal office at 225 Franklin Street, Boston. Massachusetts 02110, and
at State Street's branches, and subject to approval by the Board of Trustees, at
a foreign branch of a qualified U.S. bank, with an eligible foreign
subcustodian, or with an eligible foreign securities depository.

     Pursuant to rules adopted under the 1940 Act, the Trust may maintain
foreign securities and cash in the custody of certain eligible foreign banks and
securities depositories.  Selection of these foreign custodial institutions is
made by the Board of Trustees following a consideration of a number of factors,
including (but not limited to) the reliability and financial stability of the
institution; the ability of the institution to perform capably custodial
services for the Trust; the reputation of the institution in its national
market; the political and economic stability of the country in which the
institution is located; and further risks of potential nationalization or
expropriation of Trust assets.  The Board of Trustees reviews annually the
continuance of foreign custodial arrangements for the Trust.  No assurance can
be given that the Trustees' appraisal of the risks in connection with foreign
custodial arrangements will always be correct or that expropriation,
nationalization, freezes, or confiscation of assets that would impact assets of
the Funds will not occur, and shareholders bear the risk of losses arising from
these or other events.

     National Financial Data Services, 330 W. 9th Street, 4th Floor, Kansas
City, Missouri serves as transfer agent and dividend disbursing agent for the
Institutional Class, Administrative Class, J Class and K Class shares of the
Funds.  First Data Investor Services Group, Inc., P.O. Box 9688, Providence,
Rhode Island 02940-9688 serves as transfer agent and dividend disbursing agent
for the Class A, Class B, Class C and Class D shares of the Funds.

                                      114
<PAGE>

Independent Accountants

     PricewaterhouseCoopers LLP, 1055 Broadway, Kansas City, MO  64105, serves
as independent public accountants for all Funds.  PricewaterhouseCoopers LLP
provides audit services, tax return preparation and assistance and consultation
in connection with review of SEC filings.  Prior to November 1, 1995, Deloitte &
Touche LLP served as independent accountants for the PIMCO Money Market and
Total Return II Funds.  See "The Reorganization of the PIMCO Money Market and
Total Return II Funds" for additional information.

Counsel

     Dechert Price & Rhoads, 1775 Eye Street, N.W., Washington, D.C. 20006,
passes upon certain legal matters in connection with the shares offered by the
Trust, and also act as counsel to the Trust.

Registration Statement

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

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

Financial Statements

     Financial statements for the Trust as of March 31, 1999 for its fiscal year
then ended, including notes thereto, and the reports of PricewaterhouseCoopers
LLP thereon dated May 19, 1999, are incorporated by reference from the Trust's
1999 Annual Reports.  A copy of the Reports delivered with this Statement of
Additional Information should be retained for future reference.

                                      115
<PAGE>


PIMCO Funds Shareholders' Guide
   for Class A, B and C Shares


November 1, 1999

This Guide relates to the mutual funds (each, a "Fund") that are series of PIMCO
Funds: Multi-Manager Series (the "MMS Trust") and PIMCO Funds: Pacific
Investment Management Series (the "PIMS Trust" and, together with the MMS Trust,
the "Trusts"). Unless otherwise indicated, references to the Funds include the
PIMCO Funds Asset Allocation Series portfolios (the "Portfolios"). The
Portfolios are so called "funds-of-funds" which are also series of the MMS
Trust. Class A, B, and C shares of the MMS Trust, the PIMS Trust and the
Portfolios are offered through four separate prospectuses (each, a "Retail
Prospectus").

This Guide contains detailed information about Fund purchase, redemption and
exchange options and procedures and other information about the Funds.  This
Guide is not a prospectus, and should be used in conjunction with the applicable
Retail Prospectus. This Guide, and the information disclosed herein, is
incorporated by reference in, and considered part of, the Statement of
Additional Information corresponding to each Retail Prospectus.

PIMCO Funds Distributors LLC distributes the Funds' shares.  You can call PIMCO
Funds Distributors LLC at 1-800-426-0107 to find out more about the Funds and
other funds in the PIMCO Funds family.  You can also visit our Web site at
www.pimcofunds.com.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
How to Buy Shares......................................................   SG-3
Alternative Purchase Arrangements......................................   SG-8
Exchange Privilege.....................................................  SG-21
How to Redeem..........................................................  SG-23
</TABLE>

                                     SG-2
<PAGE>

How to Buy Shares

     Class A, Class B and Class C shares of each Fund are continuously offered
through the Trusts' principal underwriter, PIMCO Funds Distributors LLC (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").  The
Distributor is a wholly owned subsidiary of PIMCO Advisors L.P. ("PIMCO
Advisors"), the investment adviser to the Funds that are series of the MMS
Trust, and an affiliate of Pacific Investment Management Company ("Pacific
Investment Management"), the investment adviser to the Funds that are series of
the PIMS Trust.  PIMCO Advisors and Pacific Investment Management are each
referred to herein as an "Adviser."

     There are two ways to purchase Class A, Class B or Class C shares: either
(i) through your dealer or broker which has a dealer agreement with the
Distributor or (ii) directly by mailing a PIMCO Funds account application (an
"account application") with payment, as described below under the heading Direct
Investment, to the Distributor (if no dealer is named in the account
application, the Distributor may act as dealer). Class A, Class B and Class C
shares of the Short Duration Municipal Income Fund, and Class B and Class C
shares of the California Intermediate Municipal Bond and New York Intermediate
Municipal Bond Funds are not offered as of the date of this Guide; however,
investment opportunities in these Funds may be available in the future.

    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 (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 ("CDSC"). 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 (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange 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 9:30
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 Securities and
Exchange Commission, when trading on the New York Stock Exchange is restricted
or during an emergency which makes it impracticable for the Funds to

                                     SG-3
<PAGE>


dispose of their securities or to determine fairly the value of their net
assets, or during any other period as permitted by the Securities and Exchange
Commission for the protection of investors.

     Except for purchases through the PIMCO Funds Auto-Invest plan, the PIMCO
Funds Auto-Exchange plan, investments pursuant to the Uniform Gifts to Minors
Act, and tax-qualified and wrap programs referred to below under "Tax-Qualified
Retirement Plans" and "Alternative Purchase Arrangements--Sales at Net Asset
Value," the minimum initial investment in Class A, Class B or Class C shares of
any Fund is $2,500, 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, Fund 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 Class A, Class B or Class C shares of a
Fund 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. 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 Fund
shares, including the total number of Fund 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" in the applicable Retail Prospectus. Information regarding
direct investment or any other features or plans offered by the Trusts may be
obtained by calling the Distributor at 1-800-426-0107 or by calling your broker.

Purchase by Mail

     Investors who wish to invest directly may send a check payable to PIMCO
Funds Distributors LLC, along with a completed application form to:

     PIMCO Funds Distributors LLC
     P.O. Box 9688
     Providence, RI 02940-0926

     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.

                                     SG-4
<PAGE>

Subsequent Purchases of Shares

     Subsequent purchases of Class A, Class B or Class C shares 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 Funds Auto-Invest plan, the PIMCO Funds
Auto-Exchange plan, tax-qualified programs and PIMCO Funds 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 Funds Distributors LLC and should clearly indicate the
shareholder's account number. Checks should be mailed to the address above under
"Purchase by Mail."

Tax-Qualified Retirement Plans

     The Distributor makes available retirement plan services and documents for
Individual Retirement Accounts (IRAs), including Roth IRAs, for which Boston
Safe Deposit & Trust Company serves as trustee and for IRA Accounts established
with Form 5305-SIMPLE under the Internal Revenue Code of 1986, as amended (the
"Code"). These accounts include Simplified Employee Pension Plan (SEP) and
Salary Reduction Simplified Employee Pension Plan (SAR/SEP) IRA and SIMPLE IRA
accounts and prototype documents. In addition, prototype documents are available
for establishing 403(b)(7) custodial accounts with Boston Safe Deposit & Trust
Company 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.
These prototype plans require certain minimum per participant account sizes and
certain minimum aggregate investments in the Trust, and are subject to the small
account fees described below that will apply to other plans. Investors should
call the Distributor at 1-800-426-0107 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 investment for all tax-qualified
plans (except for employer-sponsored plans, SIMPLE IRAs, SEPs and SAR/SEPs) is
$1,000 per Fund and the minimum subsequent investment is $100. The minimum
initial investment for employer-sponsored plans, SIMPLE IRAs, SEPs and SAR/SEPs
and the minimum subsequent investment per Fund for all such plans is $50.

PIMCO Funds Auto-Invest

     The PIMCO Funds 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. The minimum investment
for eligibility in the PIMCO Funds Auto-Invest plan is $1,000 per Fund.
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 Funds Auto-Invest plan
is available from the Distributor or participating brokers. You may enroll by

                                     SG-5
<PAGE>

completing the appropriate section on the account application, or you may obtain
an Auto-Invest application by calling the Distributor or your broker.

PIMCO Funds Auto-Exchange

     The PIMCO Funds Auto-Exchange plan establishes regular, periodic exchanges
from one Fund account to another Fund account.  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 may be made monthly or quarterly, and may be in any amount
subject to a minimum of $1,000 to open a new Fund account and of $50 for any
existing Fund account for which shares are purchased through the plan.

     Further information regarding the PIMCO Funds Auto-Exchange plan is
available from the Distributor at 1-800-426-0107 or participating brokers. You
may enroll by completing an application which may be obtained from the
Distributor or by telephone request at 1-800-426-0107. For more information on
exchanges, see "Exchange Privilege."

PIMCO Funds Fund Link

     PIMCO Funds Fund Link ("Fund Link") connects your Fund account(s) 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 1-800-
426-0107. All such calls will be recorded. Fund Link is normally established
within 45 days of receipt of a Fund Link application by First Data Investor
Services Group, Inc. (the "Transfer Agent"), the Funds' transfer agent for
Class A, B and C shares. 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 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" 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 canceling 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

                                     SG-6
<PAGE>

reserves the right to amend, suspend or discontinue Fund Link privileges at any
time without prior notice. Fund Link does not apply to shares held in broker
"street name" accounts.


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 Funds 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 Retail Prospectus.

Account Registration Changes

     Changes in registration or account privileges may be made in writing to the
Transfer Agent. Signature guarantees may be required. See "Signature
Guarantee" above. All correspondence must include the account number and must
be sent to:

     PIMCO Funds Distributors LLC
     P.O. Box 9688
     Providence, RI 02940-0926

Small Account Fee

     Because of the disproportionately high costs of servicing accounts with low
balances, a fee at an annual rate of $16 (paid to the applicable Fund's
administrator) will automatically be deducted from direct Fund accounts with
balances falling below a minimum level. The valuation of Fund accounts and the
deduction are expected to take place during the last five business days of each
calendar quarter. The fee will be deducted in quarterly installments from Fund
accounts with balances below $2,500 except for Uniform Gift to Minors, IRA, Roth
IRA and Auto-Invest accounts, for which the limit is $1,000.  The fee also
applies to employer-sponsored retirement plan accounts, Money Purchase and/or
Profit Sharing plans, 401(k) plans, 403(b)(7) custodial accounts, SIMPLE IRAs,
SEPs and SAR/SEPs. (A separate custodial fee may apply to IRAs, Roth IRAs and
other retirement accounts.)  No fee will be charged on any Fund account of a
shareholder if the aggregate value of all of the shareholder's Fund accounts is
at least $50,000. No small account fee will be charged to employee and employee-
related accounts of PIMCO Advisors and/or its affiliates.

Minimum Account Size

                                     SG-7
<PAGE>


     Due to the relatively high cost to the Funds of maintaining small accounts,
you are asked to maintain an account balance in each Fund in which you invest of
at least the amount necessary to open the type of account involved. If your
balance for any Fund is below such minimum for three months or longer, the
applicable Fund's administrator shall have the right (except in the case of
employer-sponsored retirement accounts) to close that Fund account after giving
you 60 days in which to increase your balance. Your Fund account will not be
liquidated if the reduction in size is due solely to market decline in the value
of your Fund shares or if the aggregate value of all your accounts in PIMCO
Funds exceeds $50,000.


Alternative Purchase Arrangements

     The Funds offer investors Class A, Class B and Class C shares in the
applicable Retail Prospectus.  Class A, B and C shares bear sales charges in
different forms and amounts and bear different levels of expenses, as described
below. Through separate prospectuses, certain of the Funds currently offer up to
three additional classes of shares in the United States:  Class D, Institutional
Class and Administrative Class shares.  Class D shares are offered through
financial intermediaries. Institutional Class and Administrative Class shares
are offered to pension and profit sharing plans, employee benefit trusts,
endowments, foundations, corporations and other high net worth individuals.
Class D, Institutional Class and Administrative Class shares are sold without a
sales charge and have different expenses than Class A, Class B and Class C
shares. As a result of lower sales charges and/or operating expenses, Class D,
Institutional Class and Administrative Class shares are generally expected to
achieve higher investment returns than Class A, Class B or Class C shares.
Certain Funds also offer up to two additional classes of shares that are offered
only to non-U.S. investors outside the United States: Class J and Class K
shares.  To obtain more information about the other classes of shares, please
call the applicable Trust at 1-800-927-4648 (for Institutional and
Administrative Class shares) or the Distributor at 1-888-87-PIMCO (for Class D
shares).

     The alternative purchase arrangements described in this Guide are designed
to enable a retail investor to choose the method of purchasing Fund shares that
is most beneficial to the investor based on all factors to be considered,
including the amount and intended length of the investment, the particular Fund
and whether the investor intends to exchange shares for shares of other Funds.
Generally, when making an investment decision, investors should consider the
anticipated life of an intended investment in the Funds, the accumulated
distribution and servicing fees plus CDSCs on Class B or Class C shares, the
initial sales charge plus accumulated servicing fees on Class A shares (plus a
CDSC 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 CDSCs applicable to Class A,
Class B and Class 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,

                                     SG-8
<PAGE>

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

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 CDSC
after they have been held for one year and are subject to only a 1% CDSC 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 CDSC is
available. See generally "Initial Sales Charge Alternative--Class A Shares"
and "Waiver of Contingent Deferred Sales Charges" below.

     The maximum single purchase of Class B shares of a Fund is $249,999.  The
maximum single purchase of Class C shares of a Fund 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 CDSC applicable to Class A and
Class C shares is currently waived for (i) any partial or complete redemption in
connection with (a)

                                     SG-9
<PAGE>


required minimum distributions to IRA account owners or beneficiaries who are
age 70 1/2 or older or (b) distributions to participants in employer-sponsored
retirement plans upon attaining age 59 1/2 or on account of death or disability;
(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
(with the exception of a Roth IRA); (iv) any partial or complete redemption
following death or disability (as defined in the Internal Revenue 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 (with the exception of a Roth
IRA); (vi) up to 10% per year of the value of a Fund account which (a) has the
value of at least $10,000 at the start of such year and (b) is subject to an
Automatic Withdrawal Plan; (vii) redemptions by Trustees, officers and employees
of either Trust, and by directors, officers and employees of the Distributor,
PIMCO Advisors or Pacific Investment Management; (viii) redemptions effected
pursuant to a Fund's right to involuntarily redeem a shareholder's Fund 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 shareholder 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; (xii)
redemptions effected by trustees or other fiduciaries who have purchased shares
for employer-sponsored plans, the trustee, administrator, fiduciary, broker,
trust company or registered investment adviser for which has an agreement with
the Distributor with respect to such purchases; (xiii) redemptions in connection
with IRA accounts established with Form 5305-SIMPLE under the Code for which the
Trust is the designated financial institution; (xiv) a redemption by a holder of
Class A shares who purchased $1,000,000 or more of Class A shares (and therefore
did not pay a sales charge) where the participating broker or dealer involved in
the sale of such shares waived the commission it would normally receive from the
Distributor pursuant to an agreement with the Distributor; or (xv) a redemption
by a holder of Class A shares where the participating broker or dealer involved
in the purchase of such shares waived the commission it normally would receive
from the Distributor in connection with such purchase pursuant to an agreement
with the Distributor.

     The CDSC applicable to Class B shares is currently waived for any partial
or complete redemption in each of the following cases: (a) in connection with
required minimum distributions to IRA account owners or to plan participants or
beneficiaries who are age 70 1/2 or older; (b) involuntary redemptions caused by
operation of law; (c) 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; (d) 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

                                     SG-10
<PAGE>


or disabled is named, provided the redemption is requested within one year of
the death or initial determination of disability; and (e) up to 10% per year of
the value of a Fund account which (i) has a value of at least $10,000 at the
start of such year and (ii) is subject to an Automatic Withdrawal Plan. See
"How to Redeem--Automatic Withdrawal Plan."

     The Distributor may require documentation prior to waiver of the CDSC 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% CDSC if they redeem such shares during the first
18 months after their purchase.

                                     SG-11
<PAGE>

                    Initial Sales Charge -- Class A Shares

PIMCO Growth, Target, Opportunity, Capital Appreciation, Mid-Cap Growth, Small-
Cap Growth, Equity Income, Renaissance, Value, Value 25, Small-Cap Value, Tax-
Efficient Equity, International, Innovation and Precious Metals Funds, and PIMCO
Funds Asset Allocation Series -- 90/10 and 40/60 Portfolios

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Amount of Purchase     Sales Charge as % of Net   Sales Charge as % of Public       Discount or Commission to
                       Amount Invested            Offering Price                    dealers as % of Public Offering
                                                                                    Price
- -------------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                               <C>
$0 - $49,999           5.82%                      5.50%                             4.75%
- -------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999      4.71%                      4.50%                             4.00%
- -------------------------------------------------------------------------------------------------------------------
$100,000 - 249,999     3.63%                      3.50%                             3.00%
- -------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999    2.56%                      2.50%                             2.00%
- -------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999    2.04%                      2.00%                             1.75%
- -------------------------------------------------------------------------------------------------------------------
$1,000,000 +           0.00%/(1)/                 0.00%/(1)/                        0.75%/(2)/
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

PIMCO Funds Asset Allocation Series -- 30/70 Portfolio

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Amount of Purchase     Sales Charge as % of Net   Sales Charge as % of Public       Discount or Commission to
                       Amount Invested            Offering Price                    dealers as % of Public Offering
                                                                                    Price
- -------------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                               <C>
$0 - $49,999           4.71%                      4.50%                             4.00%
- -------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999      4.17%                      4.00%                             3.50%
- -------------------------------------------------------------------------------------------------------------------
$100,000 - 249,999     3.63%                      3.50%                             3.00%
- -------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999    2.56%                      2.50%                             2.00%
- -------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999    2.04%                      2.00%                             1.75%
- -------------------------------------------------------------------------------------------------------------------
$1,000,000 +           0.00%/(1)/                 0.00%/(1)/                        0.50%/(2)/
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     SG-12
<PAGE>

PIMCO Total Return, High Yield, Long-Term U.S. Government, Global Bond II,
Foreign Bond, Emerging Markets Bond, Strategic Balanced and Convertible Bond
Funds

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Amount of Purchase     Sales Charge as % of Net   Sales Charge as % of Public   Discount or Commission to
                       Amount Invested            Offering Price                dealers as % of Public Offering
                                                                                Price
- ----------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                           <C>
$0 - $49,999           4.71%                      4.50%                         4.00%
- ----------------------------------------------------------------------------------------------------------------
$50,000 - $99,999      4.17%                      4.00%                         3.50%
- ----------------------------------------------------------------------------------------------------------------
$100,000 - $249,999    3.63%                      3.50%                         3.00%
- ----------------------------------------------------------------------------------------------------------------
$250,000 - $499,999    2.56%                      2.50%                         2.00%
- ----------------------------------------------------------------------------------------------------------------
$500,000 - $999,999    2.04%                      2.00%                         1.75%
- ----------------------------------------------------------------------------------------------------------------
$1,000,000+            0.00%/(1)/                 0.00%/(1)/                    0.50%/(3)/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


PIMCO Low Duration, Real Return Bond, Municipal Bond, and StocksPLUS Funds

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Amount of Purchase     Sales Charge as % of Net   Sales Charge as % of Public   Discount or Commission to
                       Amount Invested            Offering Price                dealers as % of Public Offering
                                                                                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%                         1.75%
- ----------------------------------------------------------------------------------------------------------------
$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)/                 0.00%/(1)/                    0.50%/(3)/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                     SG-13
<PAGE>


PIMCO Short-Term Fund

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Amount of Purchase     Sales Charge as % of Net   Sales Charge as % of Public   Discount or Commission to
                       Amount Invested            Offering Price                dealers as % of Public Offering
                                                                                Price
- ----------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                           <C>
$0 - $49,999           2.04%                      2.00%                         1.75%
- ----------------------------------------------------------------------------------------------------------------
$50,000 - $99,999      1.78%                      1.75%                         1.50%
- ----------------------------------------------------------------------------------------------------------------
$100,000 - $249,999    1.52%                      1.50%                         1.25%
- ----------------------------------------------------------------------------------------------------------------
$250,000+              0.00%/(1)/                 0.00%/(1)/                    0.25%/(3)/
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

PIMCO California and New York Intermediate Bond Funds
- -----------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------

  Amount of Purchase        Sales Charge as % of Net         Sales Charge as % of Public      Discount or Commission to
  ------------------        ------------------------         ---------------------------      -------------------------
                            Amount Invested                  Offering Price                   dealers as % of Public
                            ---------------                  --------------                   ----------------------
                                                                                              Offering Price
                                                                                              --------------
- -----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                              <C>                              <C>
$0 - $49,999                3.09%                            3.00%                            2.75%
- ------------                -----                            -----                            -----
- -----------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999           2.04%                            2.00%                            1.75%
- -----------------           -----                            -----                            -----
- -----------------------------------------------------------------------------------------------------------------------
$10,000 - 249,999           2.01%                            1.00%                            0.90%
- ------------------          -----                            -----                            -----
- -----------------------------------------------------------------------------------------------------------------------
$250,000+                   0.00%                            0.00%                            0.25%
- ---------                   ------                           -----                            ------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   As shown, investors that purchase more than $1,000,000 of any Fund's Class
     A shares ($250,000 in the case of the PIMCO Short-Term Fund) will not pay
     any initial sales charge on such purchase. However, except with regard to
     purchases of Class A shares of the PIMCO Money Market, California
     Intermediate Bond, and New York Intermediate Bond Funds, purchasers of
     $1,000,000 or more ($250,00 in the case of the PIMCO Short-Term Income
     Fund) of Class A shares (other than those purchasers described below under
     "Sales at Net Asset Value" where no commission is paid) will be subject to
     a CDSC 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 CDSC as described under "Waiver of Contingent Deferred Sales Charges"
     above. See "Class A Deferred Sales Charge" below.

2.   The Distributor will pay a commission to dealers who sell amounts of
     $1,000,000 or more of Class A shares (or who sell Class A shares at net
     asset value to certain employer-sponsored plans as outlined in "Sales at
     Net Asset Value" below) of each of these Funds and the Portfolios (except
     for the 30/70 Portfolio) 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 of the 30/70 Portfolio according to the
     following schedule: 0.50% of the first $2,000,000, and 0.25% of amounts
     over $2,000,000.

3.   The Distributor will pay a commission to dealers who sell amounts of
     $1,000,000 ($250,000 in the case of the PIMCO Short-Term Fund) or more of
     Class A shares (or who sell Class A shares at net asset value to certain
     employer-sponsored plans as outlined in "Sales at Net Asset Value") of each
     of these Funds except for the PIMCO Money Market Fund (for which no payment
     is made) and the PIMCO Short-Term and Short Duration Municipal Income
     Funds, according to the following schedule: 0.50% of the first $2,000,000
     and 0.25% of amounts over $2,000,000; and 0.25% of sales of Class A shares
     of the PIMCO Short-Term and Short Duration Municipal Income Funds in excess
     of $250,000.

4.   The Distributor will pay a commission to dealers who sell $25,000 or more
     of Class A shares of the PIMCO California Intermediate Bond and New York
     Intermediate Bonds Funds at an annual rate of 0.25% to be paid in quarterly
     Installment.

     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. 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.
From time to time, the Distributor, its parent and/or its affiliates may make
additional payments to one or more participating brokers based upon factors such
as the level of sales or the length of time clients' assets have remained in the
Trust.

     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.

                                     SG-14
<PAGE>

     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 which offer Class
A shares (together, "eligible PIMCO Funds") 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 or her spouse and their children under the age of 21
           years purchasing Class A shares of the eligible PIMCO Funds for his,
           her or their own account;

     (ii)  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, call the Distributor at 1-800-426-0107 or your
     broker.

Cumulative Quantity Discount (Right of Accumulation) A purchase of additional
Class A shares of any eligible PIMCO 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 eligible PIMCO 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 PIMCO Equity Income Fund
     worth $25,000 at the current maximum offering price and wished to purchase
     Class A shares of the PIMCO 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 PIMCO Growth Fund, rather
     than the 5.50% rate.

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 eligible PIMCO
Fund(s) other than the PIMCO 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

                                     SG-15
<PAGE>

purchases of Class A shares of any eligible PIMCO Fund (other than the PIMCO
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 eligible PIMCO 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 PIMCO Money Market Fund),
you and your spouse each purchase Class A shares of the PIMCO Growth Fund worth
$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 PIMCO Money Market Fund) to qualify for the 3.50% 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 PIMCO Money Market, Short-Term,
Low Duration, Real Return Bond, Short Duration Municipal Income, Municipal Bond
and StocksPLUS 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 eligible PIMCO 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. If you are a current Class A
shareholder desiring to do so you may obtain a form of Letter of Intent by
contacting the Distributor at 1-800-426-0107 or any broker participating in this
program.

Reinstatement Privilege A Class A shareholder who has caused any or all of his
shares (other than PIMCO 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 eligible PIMCO
Fund at net asset value without any sales charge, provided that such
reinvestment is made within 120 calendar days after the redemption or repurchase
date. Shares are sold to a reinvesting shareholder at the net asset value next
determined. See "How Net Asset Value is Determined" in the applicable Retail
Prospectus. 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

                                     SG-16
<PAGE>

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 either Trust, PIMCO Advisors, Pacific Investment
Management or the Distributor, affiliates of PIMCO Advisors, Pacific Investment
Management or the Distributor, a parent, brother or sister of any such officer,
trustee, director or employee or a spouse or child of any of the foregoing
persons, or any trust, profit sharing or pension plan for the benefit of any
such person and to any other person if the Distributor anticipates that there
will be minimal sales expenses associated with the sale, (b) current registered
representatives and other full-time employees of participating brokers or such
persons' spouses or for trust or custodial accounts for their minor children,
(c) trustees or other fiduciaries purchasing shares for certain plans sponsored
by employers, professional organizations or associations or charitable
organizations, the trustee, administrator, fiduciary, broker, trust company or
registered investment adviser for which has an agreement with the Distributor
with respect to such purchases (including provisions related to minimum levels
of investment in the Trust), and to participants in such plans and their spouses
purchasing for their account(s) or IRAs (with the exception of Roth IRAs), (d)
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, (e) client accounts of broker-dealers or registered investment
advisers affiliated with such broker-dealers with which the Distributor has an
agreement for the use of a Fund in particular investment products or programs,
(f) accounts for which a trust company affiliated with the Trust or the Fund's
Adviser serves as trustee or custodian, and (g) former Class A, Class B and
Class C shareholders of the former PIMCO Emerging Markets Fund and PIMCO
International Developed Fund (the "Former Funds") who had all of their shares in
such Former Fund redeemed in connection with reorganization transactions (the
"April Transactions") involving these Funds on April 30, 1999; provided,
however, that this waiver applies only until the close of business on December
31, 1999 and, for each such former shareholder, only with respect to a single
purchase transaction involving the investment in one or more Funds of some or
all of the redemption proceeds received by the shareholder in connection with
the April Transactions. 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 (c)
in this paragraph.

Notification of Distributor 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.

Class A Deferred Sales Charge For all Funds, except the PIMCO Money Market,
California Intermediate Municipal Bond and New York Intermediate Municipal Bond
Funds, investors who purchase $1,000,000 ($250,000 in the case of the PIMCO
Short-Term Fund) or
                                     SG-17
<PAGE>


more of Class A shares (and, thus, purchase such shares without any initial
sales charge) may be subject to a 1% CDSC (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 ($250,000 in the case of the PIMCO Short-Term
and Short Duration Municipal Income Funds) 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 PIMCO Money
Market, California Intermediate Municipal Bond, and New York Intermediate
Municipal Bond Funds, but, if Class A shares of these Funds are purchased in a
transaction that, for any other Fund, would be subject to the CDSC (i.e., a
purchase of $1,000,000 ($250,000 in the case of the PIMCO Short-Term and Short
Duration Municipal Income Funds) 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
Funds 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 1-800-426-0107.

Participating Brokers Investment dealers and other financial intermediaries
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 and may independently establish and charge transaction
fees and/or other 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 Guide and the
Retail Prospectuses should be read in connection with such firms' material
regarding their fees and services.

                                     SG-18
<PAGE>

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 CDSC will be imposed on Class B
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.

     Class B shares of the PIMCO Short-Term Fund and the PIMCO Money Market Fund
are not offered for initial purchase 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 investor made a purchase payment from which an amount
is being redeemed. Purchases are subject to the CDSC according to the following
schedule:

     Years Since Purchase               Percentage Contingent
     Payment was Made                   Deferred Sales Charge
     ----------------                   ---------------------

     First                                    5
     Second                                   4
     Third                                    3
     Fourth                                   3
     Fifth                                    2
     Sixth                                    1
     Seventh                                  0*

     *    After the seventh year, 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.

     The following example will illustrate the operation of the Class B CDSC:

     Assume that an individual opens a Fund account and makes a purchase payment
of $10,000 for Class B 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 account ($11,000 minus $10,000) without incurring a CDSC.
If the investor should redeem $3,000 from that Fund account, a CDSC would be
imposed on $2,000 of the redemption (the amount

                                     SG-19
<PAGE>


by which the investor's account for the Fund was reduced below the amount of the
purchase payment). At the rate of 5%, the Class B CDSC would be $100.

     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 for 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 4.00% 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 .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 1-800-426-0107.

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 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. Purchases are subject to the CDSC according to the following
schedule:

     Years Since Purchase               Percentage Contingent
     Payment was Made                   Deferred Sales Charge
     ----------------                   ---------------------

     First                                    1
     Thereafter                               0

                                     SG-20
<PAGE>

     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).

     The following example will illustrate the operation of the Class C CDSC:

     Assume that an individual opens a Fund account and makes a purchase payment
of $10,000 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 account ($11,000 minus $10,000) without incurring a CDSC.
If the investor should redeem $3,000 from that Fund account, 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 Class C CDSC would be $20.

     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 for 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 .75% distribution fees and .25% servicing fees) of the
purchase amount for all Funds, except the Money Market, Short-Term Duration,
Real Return Bond, Municipal Bond and StocksPLUS Funds. For the PIMCO Low
Duration, Real Return Bond, Municipal Bond and StocksPLUS Funds, the Distributor
expects to make payments of .75% (representing .50% distribution fees and .25%
service fees); for the PIMCO Short-Term Fund, the Distributor expects to make
payments of .55% (representing .30% distribution fees and .25% service fees);
and for the PIMCO Money Market Fund, the Distributor expects to make no payment.
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. During
such periods as may from time to time be designated by the Distributor, the
Distributor will pay an additional amount of up to .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 1-800-426-0107.


Exchange Privilege

                                     SG-21
<PAGE>

     Except with respect to exchanges for shares of Funds for which sales may be
suspended to new investors, 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 PIMCO Money Market Fund on which no sales charge was paid at the time of
purchase.)  Class A shares of the PIMCO 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 charge was
paid at the time of purchase.  There are currently no exchange fees or charges.
All exchanges are subject to the $2,500 minimum initial purchase requirement for
each Fund, except with respect to tax-qualified programs and exchanges effected
through the PIMCO Funds Auto-Exchange plan. 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 Funds Distributors LLC, P.O.
Box 9688, Providence, RI  02940-0926 or, unless the investor has specifically
declined telephone exchange privileges on the account application or elected in
writing not to utilize telephone exchanges, by a telephone request to the
Distributor at 1-800-426-0107.  Each 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.  Each 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 1-800-426-
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, First Data Investor
Services Group, Inc., P.O. Box 9688, Providence, RI  02940-0926, or by use of
forms which are available from the Distributor. A signature guarantee is
required. See "How to Buy Shares--Signature Guarantee." Telephone exchanges
may be made between 9:00 a.m., Eastern time and the close of regular trading
(normally 4:00 p.m., Eastern time) on the New York Stock Exchange on any day the
Exchange is open (generally weekdays other than normal holidays). The Trusts
reserve the right to refuse exchange purchases if, in the judgment of the Fund's
Adviser, 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 an Adviser to be detrimental to a Trust or a
particular Fund.

     Currently, each Trust limits the number of "round trip" exchanges an
investor may make. An investor makes a "round trip" exchange when the investor
purchases shares of a particular Fund, subsequently exchanges those shares for
shares of a different PIMCO Fund, and then exchanges back into the originally
purchased Fund. The Trusts have the right to refuse any exchange for any
investor who completes (by making the exchange back into the shares of the
originally purchased Fund) more than six round trip exchanges in any twelve-
month period. Although the Trusts have no current intention of terminating or
modifying the exchange privilege other than as set forth in the preceding
sentence, each reserves the right to do so at any time. Except as otherwise
permitted by the Securities and Exchange Commission, each Trust will give 60
days' advance notice to shareholders of any termination or material

                                     SG-22
<PAGE>


modification of the exchange privilege. For further information about exchange
privileges, contact your participating broker or call the Distributor at 1-800-
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.

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


How to Redeem

     Class A, Class B or Class C 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 Funds Fund Link.

     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 redemption request has been received as
described below, 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 (which may vary). 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 (normally 4:00 p.m., Eastern time) on the New York Stock Exchange 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 at
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 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

                                     SG-23
<PAGE>

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

     To redeem shares in writing (whether or not represented by certificates), a
shareholder must send the following items to the Transfer Agent, First Data
Investor Services Group, Inc., P.O. Box 9688, Providence, RI 02940-0926.

(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 "How to Buy Shares--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 a redemption requested by and payable to all
shareholders of record for the account that is 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 call the Distributor at 1-800-426-0107 before submitting a
request. Redemption or transfer requests will not be honored until all required
documents have been completed by the shareholder and received by the Transfer
Agent. This redemption option does not apply to shares held in broker "street
name" accounts.  Shareholders whose shares are held in broker "street name"
accounts must redeem through their broker.

     If the proceeds of the redemption (i) are to be paid to a person other than
the record owner, (ii) are to be sent to an address other than the address of
the account on the Transfer Agent's records or (iii) 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.

                                     SG-24
<PAGE>

Telephone Redemptions

     Each Trust accepts telephone requests for redemption of uncertificated
shares, 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 "How to
Buy Shares--Signature Guarantee." Telephone redemptions will not be accepted
during the 30-day period following any change in an account's record address.
This redemption option does not apply to shares held in broker "street name"
accounts. Shareholders whose shares are held in broker "street name" accounts
must redeem through their broker.

     By completing an account application, an investor agrees that the
applicable 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.  Each 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.  Each 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.  Each 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 Distributor at
1-800-426-0107 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
business day after the redemption is effected, provided the redemption request
is received prior to the close of regular trading (normally 4:00 p.m., Eastern
time) on the New York Stock Exchange that day. If the redemption request is
received after the close of the New York Stock 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.  Each 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

     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 a Fund Link application by the Transfer Agent. To use Fund
Link for redemptions, call the Distributor at 1-

                                     SG-25
<PAGE>


800-426-0107. Subject to the limitations set forth above under "Telephone
Redemptions," the Distributor, a 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 (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange 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 New York Stock 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 "How to Buy Shares--Signature Guarantee." See "How
to Buy Shares--PIMCO Funds Fund Link" for information on establishing the Fund
Link privilege.  Either Trust may terminate the Fund Link program at any time
without notice to its shareholders. This redemption option does not apply to
shares held in broker "street name" accounts.  Shareholders whose shares are
held in broker "street name" accounts must redeem through their broker.

PIMCO Funds Automated Telephone System

     PIMCO Funds Automated Telephone System ("ATS") is an automated telephone
system that enables shareholders to perform a number of account transactions
automatically using a touch-tone telephone. ATS may be used on already-
established Fund accounts after you obtain a Personal Identification Number
(PIN) by calling the special ATS number: 1-800-223-2413.

Purchasing Shares.   You may purchase shares in amounts up to $100,000 by
telephone by calling 1-800-223-2413. You must have established ATS privileges to
link your bank account with the Fund to pay for these purchases.

Exchanging Shares.   With the PIMCO Funds Exchange Privilege, you can exchange
shares automatically by telephone from your Fund Link Account to another PIMCO
Funds account you have already established by calling 1-800-223-2413. Please
refer to "Exchange Privilege" for details.

Redemptions.   You may redeem shares by telephone automatically by calling 1-
800-223-2413 and the Fund will send the proceeds directly to your Fund bank
account. Please refer to "How to Redeem" for details.

Expedited Wire Transfer Redemptions

     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 a Trust prior to
the close of the New York Stock Exchange will

                                     SG-26
<PAGE>


result in shares being redeemed that day at the next determined net asset value
(less any CDSC). Normally the proceeds will be 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 applicable Trust for up to 7 days if the Distributor deems it
appropriate under then current market conditions. Once authorization is on file
with a Trust, such Trust will honor requests by any person identifying himself
as the owner of an account or the owner's broker by telephone at 1-800-426-0107
or by written instructions. A Trust cannot be responsible for the efficiency of
the Federal Reserve wire system or the shareholder's bank. Neither Trust
currently charges 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. Each 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 Funds Distributors LLC, P.O.
Box 9688, Providence, RI 02940-0926. See "How to Buy Shares--Signature
Guarantee." This redemption option does not apply to shares held in broker
"street name" accounts. Shareholders whose shares are held in broker "street
name" accounts must redeem through their broker.

Certificated Shares

     To redeem shares for which certificates have been issued, the certificates
must be mailed to or deposited with the applicable 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 "How to Buy
Shares--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.

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 account application or by obtaining 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 "How to Buy
Shares--Signature Guarantee." Class A, Class B and Class C shares of any Fund
are deposited in a plan account and all distributions are reinvested in
additional shares of the particular 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

                                     SG-27
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withdrawal payment. Any applicable CDSC may be waived for certain redemptions
under an Automatic Withdrawal Plan. See "Alternative Purchase Arrangements--
Waiver of Contingent Deferred Sales Charges."

     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 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.

Redemptions In Kind

     Each Trust agrees to redeem shares of its Funds solely in cash up to the
lesser of $250,000 or 1% of the Fund's net assets during any 90-day period for
any one shareholder. In consideration of the best interests of the remaining
shareholders, each Trust reserves the right to pay any redemption proceeds
exceeding this amount in whole or in part by a distribution in kind of
securities held by a Fund in lieu of cash. Except for Funds with a tax-efficient
management strategy, it is highly unlikely that shares would ever be redeemed in
kind. When shares are redeemed in kind, the redeeming shareholder should expect
to incur transaction costs upon the disposition of the securities received in
the distribution.

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