PIMCO FUNDS, 497, 2000-12-06

PIMCO FUNDS
497, 2000-12-06

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PIMCO Funds Prospectus

Pacific
Investment
Management
Series

November 30, 2000

Share Class
D

GNMA FUND

This cover is not part of the Prospectus

<PAGE>
PIMCO
GNMA Fund Prospectus

PIMCO Funds:
Pacific Investment
Management Series

November 30, 2000

Share Class D

This Prospectus describes the PIMCO GNMA Fund offered by
PIMCO Funds: Pacific Investment Management Series. The Fund
provides access to the professional investment advisory
services offered by Pacific Investment Management Company
LLC ("PIMCO"). As of October 31, 2000, PIMCO managed
approximately $210.3 billion in assets.

This Prospectus explains what you should know about the
Fund before you invest. Please read it carefully.

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

<PAGE>
Table of Contents

Summary Information..........................................................2
Summary of Principal Risks...................................................7
Management of the Fund.......................................................9
How Fund Shares Are Priced..................................................12
Tax Consequences............................................................13
Characteristics and Risks of Securities and Investment Techniques...........14
Appendix A..................................................................22

<PAGE>

Summary Information

The table below describes certain investment characteristics of the Fund. Other
important characteristics are described in the Fund Summary beginning on page [
]. Following the table are certain key concepts which are used throughout the
Prospectus.
<TABLE>
<S> <C> <C> <C> <C>

Non-U.S. Dollar
Denominated
Main Investments Duration Credit Quality(1) Securities
-----------------------------------------------------------------------------------------------------------------------------
GNMA Fund Short and intermediate 1-7 years Baa to Aaa; max 10% 0%
maturity mortgage-related below Aaa
fixed income securities
issued by the Government
National Mortgage Association

(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.

<PAGE>

Summary Information (continued)

Fixed Income "Fixed Income Instruments" as used in this Prospectus includes:
Instruments o securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored
enterprises ("U.S. Government Securities");
o corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate
commercial paper;
o mortgage-backed and other asset-backed securities;
o inflation-indexed bonds issued both by governments and corporations;
o structured notes, including hybrid or "indexed" securities, event-linked bonds and loan
participations;
o delayed funding loans and revolving credit facilities;
o bank certificates of deposit, fixed time deposits and bankers' acceptances;
o repurchase agreements and reverse repurchase agreements;
o debt securities issued by states or local governments and their agencies, authorities and
other government-sponsored enterprises;
o obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored
enterprises; and
o 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.

Credit Ratings In this Prospectus, references are made to credit
ratings of debt 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:

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

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

Fund Descriptions, The following summary identifies the Fund's investment
Performance and objective, principal investments and strategies, and principal
Fees risks, performance information and fees and expenses. A more detailed "Summary
of Principal Risks" describing principal risks of investing in the Fund
begins after the Fund Summary.

It is possible to lose money on investments in the Fund.

An investment in the 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.

</TABLE>

PIMCO GNMA Fund

-----------------------------------------------------------------------------------------------------------------------------------
Principal Investment Objective Fund Focus Credit Quality
Investments and Seeks maximum total return, consistent Short to intermediate maturity Baa to Aaa; maximum 10% below
Strategies with preservation of capital and mortgage-related fixed income Aaa
prudent investment management securities
Dividend Frequency
Average Portfolio Duration Declared daily and distributed
1-7 years monthly

The Fund seeks to achieve its investment objective by
investing under normal circumstances at least 65% of its
assets in a diversified portfolio of securities of varying
maturities issued by the Government National Mortgage
Association ("GNMA"). The Fund is neither sponsored by nor
affiliated with GNMA. The average portfolio duration of
this Fund normally varies within a one- to seven-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 investment grade 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. The Fund
may, without limitation, seek to obtain market exposure to
the securities in which it primarily invests by entering
into a series of purchase and sale contracts or by using
other investment techniques (such as buy backs or dollar
rolls). 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.

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

Please see "Summary of Principal Risks" following the Fund
Summary for a description of these and other risks of
investing in the Fund.
-----------------------------------------------------------------------------------------------------------------------------------
Performance The top of the next page shows summary performance
Information information for 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, 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. The performance of the Class D Shares 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.
</TABLE>

<PAGE>

PIMCO GNMA Fund (continued)

Calendar Year Total Returns - Institutional Class
<TABLE>
<S> <C> <C>

More Recent Return
Information
-----------------------------
1/1/00-9/30/00 6.96%

[GRAPH]

Annual Return

98 99 Highest and Lowest Quarter Returns
----- ---- (for periods shown in the bar chart)
6.10% 2.86% ------------------------------------
Highest (3rd Qtr. '98) 2.82%
------------------------------------
Lowest (4th Qtr. '99) -0.48%

Calendar Year End (through 12/31)

Average Annual Total Returns (for periods ended 12/31/99)
Fund Inception
1 Year (7/31/97)
----------------------------------------------------------------------- ----------------------- ------------------------------------
Class D 2.45% 5.11%
-------------------------------------------------------------------------- ----------------------- ---------------------------------
Merrill Lynch 1-3 Year Treasury
Index (1) 3.06% 5.22%
-------------------------------------------------------------------------- ----------------------- ---------------------------------
Lipper U.S. Mortgage Fund Avg (2) 0.65% 4.12%
-------------------------------------------------------------------------- ----------------------- ---------------------------------
</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 mortgage/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 Expenses These tables describe the fees and expenses you may pay if you
of the Fund buy and hold Class D shares of the Fund:

Shareholder fees (fees paid directly from your investment) None

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

Distribution Total Annual Net Fund
Advisory and/or Service Other Fund Operating Expense Operating
Fees (12b-1) Fees(1) Expenses(2) Expenses Reduction(3) Expenses
------------------------------------------------------------------------------------------------------------------------------------
Class D 0.25% 0.25% 0.50% 1.00% 0.00% 1.00%
</TABLE>
<PAGE>

(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 Fund--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 reflect the portion of Administrative Fee paid by the class
that is not reflected under Distribution and/or Service (12b-1) Fees.

(3) PIMCO has contractually agreed, for the Fund's current fiscal year, to
reduce Total Annual Fund Operating Expenses for Class D shares to the
extent they would exceed, due to the payment of organizational expenses and
Trustees' fees, 1.00% of average daily net assets. Under the Expense
Limitation Agreement, PIMCO may recoup these waivers and reimbursements in
future periods, not exceeding three years, provided total expenses,
including such recoupment, do not exceed the annual expense limit.

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, 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>
<S> <C> <C> <C> <C>

Year 1 Year 3 Year 5 Year 10
------------------------------------------------------------------------------------------------------------------------------------
Class D $92 $287 $498 $1,108
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Summary of Principal Risks

The value of your investment in the 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 the Fund's portfolio as a whole are called
"principal risks." The principal risks of the Fund are identified in the Fund
Summary and are described in this section. The Fund may be subject to additional
principal risks and risks other than those described below because the types of
investments made by the 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
Fund, its investments and the related risks. There is no guarantee that the Fund
will be able to achieve its investment objective.

Interest Rate Risk
As interest rates rise, the value of fixed income securities held by the 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 Risk
The Fund could lose money if the issuer or guarantor of a fixed 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.
<PAGE>

Market Risk
The market price of securities owned by the Fund may go up or down, 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 Risk
The value of a security may decline for a number of reasons which directly
relate to the issuer, such as management performance, financial leverage and
reduced demand for the issuer's goods or services.

Liquidity Risk
Liquidity risk exists when particular investments are difficult to purchase or
sell. The 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.

Derivatives Risk
Derivatives 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 Fund 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 Fund typically uses
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 Fund may also use derivatives for leverage,
in which case their use would involve leveraging risk. The 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. If the Fund
invests in a derivative instrument it 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 the Fund will engage in these
transactions to reduce exposure to other risks when that would be beneficial.

Mortgage Risk
When the Fund purchases mortgage-related securities it is subject to 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, if the Fund holds
mortgage-related securities it 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 the Fund because
the Fund will have to reinvest that money at the lower prevailing interest
rates.

Foreign (Non-U.S.) Investment Risk
If the Fund invests in foreign securities it may experience more rapid and
extreme changes in value than if it invested exclusively in securities of U.S.
companies. The securities 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 the Fund's investments in a foreign country. In the event of
nationalization, expropriation or other confiscation, the 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 the 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.
<PAGE>

Leveraging Risk
Certain transactions may give rise to a 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
the 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 the 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 the Fund's portfolio securities.

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

Management of the Fund

Investment Adviser and Administrator
PIMCO serves as the investment adviser and the administrator (serving in its
capacity as administrator, the "Administrator") for the Fund. Subject to the
supervision of the Board of Trustees, PIMCO is responsible for managing the
investment activities of the Fund and the Fund's 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
(each a "PIMCO Fund" and collectively the "PIMCO Funds"). As of October 31,
2000, PIMCO had approximately $210.3 billion in assets under management.

Advisory Fees
The Fund pays PIMCO fees in return for providing investment advisory services.
The Fund will pay monthly advisory fees to PIMCO at the annual rate (stated as a
percentage of the average daily net assets of the Fund) of 0.25%.

Administrative Fees
The Fund pays for the administrative services it requires under a fee structure
which is essentially fixed. Class D shareholders of the 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 Fund, including audit,
custodial, portfolio accounting, legal, transfer agency and printing costs.

The Fund will pay PIMCO monthly administrative fees at the annual rate (stated
as a percentage of the average daily net assets attributable in the aggregate to
the Fund's Class D shares) of 0.50%.

12b-1 Plan for Class D Shares
The Funds' 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 1940 Act. The plan provides that up to 0.25% 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.

<PAGE>

Individual Portfolio Managers
The following person has primary responsibility for managing the Fund.
<TABLE>
<S> <C> <C>

Portfolio Manager Since Recent Professional Experience
Scott A. Mather 9/00 Executive Vice President, PIMCO. He joined PIMCO as a Portfolio Manager in 1998.
Prior to that he was a bond trader at Goldman Sachs & Co., where he specialized in
mortgage-backed securities.
</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.

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 Fund.

General Information
o Financial Service Firms. Broker-dealers, registered 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 Fund. 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 Fund.

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
Fund, PIMCO Advisors or an affiliate (normally not to exceed an annual rate of
0.35% of the 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 Fund 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.

o Calculation of Share Price and Redemption Payments. When you buy or sell
(redeem) Class D shares of the Fund, 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 Shares
Class D shares of the Fund are continuously offered through 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.
<PAGE>

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 Fund 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 Fund 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.

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 Fund to dispose of its securities or to determine
fairly the value of its net assets, or during any other period as permitted by
the Securities and Exchange Commission for the protection of investors.

o Investment Minimums. The following investment minimums apply for purchases of
Class D shares.

Initial Investment Subsequent Investments
------------------------ -----------------------------
$2,500 $100

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 Shares
You may exchange your Class D shares of the Fund for Class D 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 the 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 Shares
You can sell (redeem) Class D shares through your financial 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.
<PAGE>

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 Fund to dispose of its 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 In Kind
The Trust had agreed to redeem shares of the 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 may pay any redemption proceeds exceeding this amount in
whole or in part by a distribution in kind of securities held by the Fund in
lieu of cash. Except for Funds with a tax-efficient management strategy, 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.

How Fund Shares Are Priced

The net asset value ("NAV") of the Fund's Class D shares is determined by
dividing the total value of the 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.

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 the 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 Fund normally uses 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 Fund 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
Fund 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.
<PAGE>

Fund Distributions

You can choose from the following distribution options:

o Reinvest all distributions in additional Class D shares of your Fund at NAV.
This will be done unless you elect another option.

o 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.

o 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

o 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 Fund. 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 the 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 the 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.

o 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 the 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.
<PAGE>

o Consult your tax advisor about other possible tax consequences. This is a
summary of certain federal income tax consequences of investing in the Fund. You
should consult your tax advisor for more information on your own tax situation,
including possible state, local and foreign tax consequences.

Characteristics and Risks of Securities and Investment Techniques

This section provides additional information about some of the principal
investments and related risks of the Fund described under "Summary Information"
above. It also describes characteristics and risks of additional securities and
investment techniques that may be used by the Fund 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 Fund. As with any mutual fund, investors in the Fund 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 Fund.

Securities Selection
The Fund seeks maximum total return. The total return sought by the Fund
consists of both income earned on the Fund's investments and capital
appreciation, if any, arising from increases in the market value of the 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 the 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 the 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 such as 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. Government Securities
U.S. Government Securities are obligations of, or guaranteed by, the U.S.
Government, its agencies or government-sponsored enterprises. U.S. 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.

Municipal Bonds
Municipal bonds are generally issued by states and local 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.

Mortgage-Related and Other Asset-Backed Securities
The Fund invests in mortgage-or other asset-backed 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.
<PAGE>

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

Loan Participations and Assignments
The Fund may invest in fixed- and floating-rate loans, which investments
generally will be in the form of loan participations and assignments of portions
of such loans. Participations and assignments involve special types of risk,
including credit risk, interest rate risk, liquidity risk, and the risks of
being a lender. If the 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.

Corporate Debt Securities
Corporate debt securities are subject to the risk of the issuer's inability to
meet principal and interest payments on the 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.

High Yield Securities
Securities rated lower than Baa by Moody's or lower than BBB by 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. The 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.

The 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 the 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.
<PAGE>

Variable and Floating Rate Securities
Variable and floating rate securities provide for a periodic adjustment in the
interest rate paid on the obligations. The Fund may invest in floating rate debt
instruments ("floaters") and engage in credit spread trades. While floaters
provide a certain degree of protection against rises in interest rates, the Fund
will participate in any declines in interest rates as well. The 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. The Fund may not invest more than 5% of
its assets in any combination of inverse floater, interest only, or principal
only securities.

Inflation-Indexed Bonds
Inflation-indexed bonds are fixed income securities whose principal value is
periodically adjusted according to the rate of 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.

Event-Linked Bonds
The Fund may invest in "event-linked 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. Some event-linked bonds are
commonly referred to as "catastrophe bonds." If a trigger event occurs, the 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.

Convertible and Equity Securities
The Fund may invest in convertible 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. The 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.

Equity securities generally have greater price volatility than fixed income
securities. The market price of equity securities owned by the Fund may go up or
down, sometimes rapidly or unpredictably. Equity securities may decline in value
due to factors affecting equity securities markets generally or particular
industries represented in those markets. The value of an equity security may
also decline for a number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced demand for the
issuer's goods or services.
<PAGE>

Foreign (Non-U.S.) Securities
Investing in foreign securities involves special risks and considerations not
typically associated with investing in U.S. securities. Shareholders should
consider carefully the substantial risks associated with investing 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.

The Fund 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
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 the 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 the
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.

The 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 the 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.

Repurchase Agreements
The Fund may enter into repurchase agreements, in which the Fund 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.
<PAGE>

Reverse Repurchase Agreements, Dollar Rolls and Other Borrowings
The Fund may enter into reverse repurchase agreements and dollar rolls, subject
to the Fund's limitations on borrowings. A reverse repurchase agreement or
dollar roll involves the sale of a security by the Fund and its agreement to
repurchase the instrument at a specified time and price, and may be considered a
form of borrowing for some purposes. The Fund will segregate assets 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. Reverse repurchase agreements,
dollar rolls and other forms of borrowings may create leveraging risk for the
Fund.

The Fund may borrow money to the extent permitted under the Investment Company
Act of 1940 ("1940 Act"), as amended. This means that, in general, the Fund may
borrow money from banks for any purpose on a secured basis in an amount up to
1/3 of the Fund's total assets. The Fund may also borrow money for temporary
administrative purposes on an unsecured basis in an amount not to exceed 5% of
the Fund's total assets.

Derivatives
The 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 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 the
Fund will succeed. A description of these and other derivative instruments that
the Fund may use are described under "Investment Objectives and Policies" in the
Statement of Additional Information.

The 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 Fund.

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 the Fund uses derivatives
for leverage, investments in the Fund will tend to be more volatile, resulting
in larger gains or losses in response to market changes. To limit leverage risk,
the 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
the Fund will engage in derivatives transactions at any time or from time to
time. The Fund's ability to use derivatives may also be limited by certain
regulatory and tax considerations.
<PAGE>

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 the 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 the 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. The 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 the 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, the 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.

Delayed Funding Loans and Revolving Credit Facilities
The Fund may also enter into, or acquire participations in, delayed funding
loans and revolving credit facilities, in which a lender agrees to make loans up
to a maximum amount upon demand by the borrower during a specified term. These
commitments may have the effect of requiring the 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 the 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.

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

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

Subject to the restrictions and limitations of the 1940 Act, the Fund may elect
to pursue its investment objective either by investing directly in securities,
or by investing in one or more underlying investment vehicles or companies that
have substantially similar investment objectives, policies and limitations as
the Fund.

Short Sales
The Fund 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. Short sales expose the 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. If the Fund makes a short sale it 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.
<PAGE>

Illiquid Securities
The Fund may invest up to 15% 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. The 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 the 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.

Loans of Portfolio Securities
For the purpose of achieving income, the Fund may lend its portfolio securities
to brokers, dealers, and other financial 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 the 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. The Fund may pay lending fees
to a party arranging the loan.

Portfolio Turnover
The length of time the Fund has held a particular security is not generally a
consideration in investment decisions. A change in the securities held by the
Fund is known as "portfolio turnover." The 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 the
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 the Fund's performance.

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

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

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

Other Investments and Techniques
The Fund may invest in other types of securities and use a variety of investment
techniques and strategies which are not described in this Prospectus. These
securities and techniques may subject the Fund 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 Fund.

<PAGE>

Appendix A

Description of Securities Ratings

The 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 the 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.

Moody's Investors Service, Inc.
Corporate and Municipal Bond Ratings

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

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

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:

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 & Poor's Ratings Services
Corporate and Municipal Bond Ratings

Investment Grade
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.
<PAGE>

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.
<PAGE>

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 Paper Rating Definitions
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several 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.

<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
Fund. The SAI and the financial statements included in the Fund's 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
Fund's annual report discusses the market conditions and investment strategies
that significantly affected the 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 Fund. 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 the 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 1-202-942-8090 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. 20549-0102, or
by electronic request at [email protected].

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

LOGO

Investment Company Act File no. 811-5028

<PAGE>

PIMCO Funds:
Pacific Investment
Management Series

INVESTMENT ADVISER AND ADMINISTRATOR
PIMCO, 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660

DISTRIBUTOR
PIMCO Funds Distributors LLC, 2187 Atlantic Street, Stamford, CT 06902-6896

CUSTODIAN
State Street Bank & Trust Co., 801 Pennsylvania, Kansas City, MO 64105

SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
PFPC Inc., P.O. Box 9688, Providence, RI 02940-9688

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>

Presenting the new PIMCO Funds Web site at www.pimcofunds.com

You'll find all the content you've come to rely on--at pimcofunds.com--and more.

As part of our commitment to provide our shareholders with easy access to timely
information, we're pleased to introduce a redesigned version of the PIMCO Funds
Web site (www.pimcofunds.com).

Designed to make the site user-friendly, you'll immediately notice improved
navigation accompanied by intuitive labeling and graphics that load quickly.
Content updates include expanded detail throughout the Fund Information section,
and a variety of forms and literature are now available for printing and viewing
online or for download to your hard drive.

Fund Information Section
In addition to everything we previously offered in the Fund Information section,
we now offer the following:

Regular commentary from the manager of the Fund.

A better design without frames allows you to bookmark Fund profile pages.

Cross-links give you immediate access to literature with more detail about
the Fund.

One-click allows you to check out the NAV and year-to-date performance of any
PIMCO Fund.

PIMCO Funds Bond Center
The PIMCO Funds Bond Center continues to deliver the best research and news
about bonds and bond investing. Rely on the Bond Center to bring you the latest
information from our world-class team of investment professionals led by PIMCO
founder Bill Gross.

Investment Outlook--Bill Gross's monthly newsletter on economic and interest
rate trends.

Manager Commentary--Read insight from PIMCO bond managers on the economy and
its impact on their funds.

Daily Manager Commentary
PIMCO's Daily Manager Commentary provides investment insights from PIMCO's fund
managers, including their outlooks on the economy and fund strategies that
relate to the current economic climate. This commentary, on a wide range of
subjects, is uniquely provided from the manager's perspective and helps
investors make informed decisions based on information directly from PIMCO's
investment professionals.

PIMCO Funds
Distributors LLC

2187 Atlantic Street
Stamford, CT 06902-6896

<PAGE>
PIMCO Funds Prospectus

Pacific
Investment
Management
Series

November 30, 2000

Share Classes
A B C

GNMA FUND

This cover is not part of the Prospectus

<PAGE>

PIMCO
GNMA Fund Prospectus

PIMCO Funds:
Pacific Investment
Management Series

November 30, 2000

Share Classes A, B and C

This Prospectus explains what you should know about the
Fund before you invest. Please read it carefully.

<PAGE>

Table of Contents

Summary Information...........................................................2
PIMCO GNMA Fund...............................................................4
Summary of Principal Risks....................................................7
Management of the Fund........................................................9
Investment Options...........................................................10
How Fund Shares Are Priced...................................................14
How to Buy and Sell Shares...................................................14
Fund Distributions...........................................................18
Tax Consequences.............................................................19
Characteristics and Risks of Securities and Investment Techniques............19
Appendix A Description of Securities Ratings.................................28
PIMCO Funds: Pacific Investment Management Series............................32

<PAGE>

Summary Information

The table below describes certain investment characteristics of the Fund. Other
important characteristics are described in the Fund Summary beginning on page 4.
Following the table are certain key concepts which are used throughout the
Prospectus.
<TABLE>
<S> <C> <C> <C> <C>

Non-U.S.
Dollar
Denominated
Main Investments Duration Credit Quality(1) Securities
-----------------------------------------------------------------------------------------------------------------------
GNMA Fund Short and intermediate 1-7 years Baa to Aaa; max 10% 0%
maturity mortgage-related below Aaa
fixed income securities issued
by the Government National
Mortgage Association

(1) As rated by Moody's Investors Service, Inc., or equivalently rated by Standard & Poor's Ratings Service, or if unrated,
determined by PIMCO to be of comparable quality.

<PAGE>

Summary Information (continued)
Fixed Income
Instruments
"Fixed Income Instruments" as used in this Prospectus includes:

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

Credit Ratings
In this Prospectus, references are made to credit ratings
of debt 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 Ratings 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:

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

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

Fund Descriptions,
Performance and
Fees
The following summary identifies the Fund's investment
objective, principal investments and strategies, principal
risks, performance information and fees and expenses. A
more detailed "Summary of Principal Risks" describing
principal risks of investing in the Fund begins after the
Fund Summary.

It is possible to lose money on investments in the Fund.

An investment in the 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.

<PAGE>

PIMCO GNMA Fund
<TABLE>
<S> <C> <C> <C>

-----------------------------------------------------------------------------------------------------------------------------------
Principal Investment Objective Fund Focus Credit Quality
Investments and Seeks maximum total return, Short to intermediate maturity Baa to Aaa; maximum 10% below Aaa
Strategies consistent with preservation of mortgage-related fixed income
capital and prudent investment securities Dividend Frequency
management Declared daily and distributed
Average Portfolio Duration monthly
1-7 years

-----------------------------------------------------------------------------------------------------------------------------------
Principal Risks Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield
and total return are:
o Market Risk o Derivatives Risk o Foreign Investment Risk
o Issuer Risk o Mortgage Risk o Leveraging Risk
o Interest Rate Risk o Liquidity Risk o Management Risk
o Credit Risk

Please see "Summary of Principal Risks" following the Fund Summary for a description of these and other
risks of investing in the Fund.
-----------------------------------------------------------------------------------------------------------------------------------
Performance The next page shows summary performance information for the
Information 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, which
are offered in a different prospectus. This is because the
Fund has not offered Class A, Class B or Class C shares for
a full calendar year. Although Class A, Class B and Class C
shares would have annual returns similar to those of
Institutional Class shares (because all the Fund's shares
represent interests in the same portfolio of securities),
Class A, Class B and Class C performance would be lower than
Institutional Class performance because of the higher
expenses paid by Class A, Class B and Class C shares. The
Average Annual Total Returns table also shows estimated
historical performance for Class A shares. The performance
of Class A shares 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 A
shares. Past performance is no guarantee of future results.

</TABLE>

PIMCO GNMA Fund (continued)

Calendar Year Total Return - Institutional Class

Most Recent Return
Information
--------------------------
1/1/00-9/30/00 6.96%

[GRAPH]

Annual Return Highest and Lowest Quarter Returns
(for periods shown in the bar chart)
98 99 ------------------------------------
---- ---- Highest (3rd Qtr. '98) 2.82%
6.10% 2.86% Lowest (4th Qtr. '99) -0.48%

Calendar Year End (through 12/31)

Average Annual Total Returns (for periods ended 12/31/99)

<TABLE>
<S> <C> <C>
Fund Inception
1 Year (7/31/97)
------------------------------------------------------------------------- ---------------------------- ----------------------------
Class A -2.13% 3.13%
------------------------------------------------------------------------- ---------------------------- ----------------------------
Class B -3.15% 3.18%
------------------------------------------------------------------------- ---------------------------- ----------------------------
Class C 0.72% 4.32%
------------------------------------------------------------------------- ---------------------------- ----------------------------
Merrill Lynch 1-3 Year Treasury
Index(1) 3.06% 5.22%
------------------------------------------------------------------------- ---------------------------- ----------------------------
Lipper U.S. Mortgage Fund Avg(2) 0.65% 4.12%
------------------------------------------------------------------------- ---------------------------- ----------------------------
</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 sale charges.
<TABLE>
<S> <C> <C> <C>

Fees and Expenses These tables describe the fees and expenses you may pay if you buy and hold Class A, B or C shares of the
of the Fund Fund:

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed Maximum Contingent Deferred Sales Charge
on Purchases (as a percentage of offering price) (as a percentage of original purchase price
---------------------------------------------------------------------------------------------------------------
Class A 4.5% 1.0%(1)
---------------------------------------------------------------------------------------------------------------
Class B None 5.0%(2)
---------------------------------------------------------------------------------------------------------------
Class C None 1.0%(3)
---------------------------------------------------------------------------------------------------------------

(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.
<PAGE>

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(1) Expenses(2) Expenses
---------------------------------------------------------------------------------------------------------------
Class A 0.25% 0.25% 0.50% 1.00%
---------------------------------------------------------------------------------------------------------------
Class B 0.25 1.00 0.50 1.75
---------------------------------------------------------------------------------------------------------------
Class C 0.25 1.00 0.50 1.75
---------------------------------------------------------------------------------------------------------------

(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 0.50% 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.

Example: Assuming you redeem shares at the end Example: Assuming you do not redeem your shares
of each period
-------------------------------------------------------------------------------------------------------------
Share Class Year 1 Year 3 Year 5 Year 10 Year 1 Year 3 Year 5 Year 10
-------------------------------------------------------------------------------------------------------------
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>

<PAGE>

Summary of Principal Risks

Mortgage Risk
If the Fund purchases mortgage-related securities it is subject to 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, if the Fund holds
mortgage-related securities it 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 the Fund because
the Fund will have to reinvest that money at the lower prevailing interest
rates.

<PAGE>

Management of the Fund

Administrative Fees
The Fund pays for the administrative services it requires under a fee structure
which is essentially fixed. Class A, Class B and Class C shareholders of the
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 Fund, including audit, custodial, portfolio accounting, legal, transfer
agency and printing costs.

The Fund will pay PIMCO monthly administrative fees at the annual rate (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) of 0.50%.

<PAGE>

Individual Portfolio Managers
The following person has primary responsibility for managing the Fund.

Portfolio Manager Since Recent Professional Experience
Scott A. Mather 9/00 Executive Vice President, PIMCO. He joined PIMCO as a
Portfolio Manager in 1998. Prior to that he was a
bond trader at Goldman Sachs & Co., where he
specialized in mortgage-backed securities.

Investment Options

The Trust offers investors Class A, Class B and Class C shares of the 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 Shares
o You pay an initial sales charge when you buy Class A shares of the Fund. The
maximum initial sales charge is 4.50%. The sales charge is deducted from
your investment so that not all of your purchase payment is invested.

o 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.

o 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.

o 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 Shares
o You do not pay an initial sales charge when you buy Class B shares. The full
amount of your purchase payment is invested initially.

o 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.

o 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.

o 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.
<PAGE>

Class C Shares
o You do not pay an initial sales charge when you buy Class C shares. The full
amount of your purchase payment is invested initially.

o 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.

o 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.

o 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.

<PAGE>

The following provides additional information about the sales charges and other
expenses associated with Class A, Class B and Class C shares.

Initial Sales Charges
Unless you are eligible for a waiver, the public offering price you pay when you
buy Class A shares of the Fund is the net asset value ("NAV") of the shares plus
an initial sales charge. The initial sales charge varies depending upon the size
of your 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.

Class A Shares
<TABLE>
<S> <C> <C>

Initial Sales Charge Initial Sales Charge
Amount of as % of Net as % of Public
Purchase Amount Offering Price
Invested
$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 the 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.

Contingent Deferred
Sales Charges
(CDSCs)--Class B
and Class C Shares

Unless you are eligible for a waiver, if you sell (redeem) your Class B or Class
C shares within the time periods specified below, you will pay a CDSC according
to the following schedules.

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

CDSCs on Class A Shares
Unless a waiver applies, investors who purchase $1,000,000 or more of Class A
shares (and, thus, pay no initial sales charge) of the 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.
<PAGE>

How CDSCs are Calculated
A CDSC is imposed on redemptions of Class B and Class C shares (and where
applicable, Class A shares) on the amount of the redemption which causes the
current value of your account for the particular class of shares of the 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:

o Assume that an individual opens an account and makes a purchase
payment of $10,000 for Class B shares of the Fund and that six
months later the value of the investor's account for the Fund has
grown through investment performance and reinvestment of
distributions to $11,000. The investor then may redeem up to $1,000
from the 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 the
Fund in the shareholder's account are aggregated, and the current value of all
such shares is aggregated.

Reductions and Waivers of Initial Sales Charges and CDSCs
The initial sales charges on Class A shares and the CDSCs on Class A, Class B
and Class C shares may be reduced or waived under certain purchase arrangements
and for certain categories of investors. Please see the Guide for details. The
Guide is available free of charge from the Distributor. See "How to Buy and Sell
Shares--PIMCO Funds Shareholders' Guide" below.

Distribution and Servicing (12b-1) Plans
The Fund pays fees to the Distributor on an ongoing basis as compensation for
the services the Distributor renders and the expenses it bears in connection
with the sale and distribution of Fund shares ("distribution fees") and/or in
connection with 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 the 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 the Fund's average daily net assets
attributable to the particular class of shares):

Servicing Distribution
Fee Fee
Class A 0.25% 0.00%
Class B 0.25% 0.75%
Class C 0.25% 0.75%

Because 12b-1 fees are paid out of the 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.
<PAGE>

How Fund Shares Are Priced

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

How to Buy and Sell Shares

The following section provides basic information about how to buy, sell (redeem)
and exchange shares of the Fund.
<PAGE>

PIMCO Funds Shareholders' Guide
More detailed information about the Trust's purchase, sale and exchange
arrangements for Fund shares is provided in the PIMCO Funds Shareholders' Guide,
which is included in the Statement of Additional Information and can be obtained
free of charge from the 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:

o Automated telephone and wire transfer procedures
o Automatic purchase, exchange and withdrawal programs
o Programs that establish a link from your Fund account to your bank account
o Special arrangements for tax-qualified retirement plans
o Investment programs which allow you to reduce or eliminate the initial sales
charges on Class A shares
o Categories of investors that are eligible for waivers or reductions of
initial sales charges and CDSCs

Calculation of Share Price and Redemption Payments
When you buy shares of the Fund, you pay a price equal to the NAV of the shares,
plus any applicable sales charge. When you sell (redeem) shares, you receive an
amount equal to the NAV of the shares, minus any applicable CDSC. 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"
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.

Buying Shares
You can buy Class A, Class B or Class C shares of the Fund in the following
ways:

o 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.

o 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 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.
<PAGE>

Investment Minimums. The following investment minimums apply for purchases of
Class A, Class B and Class C shares.

Initial Investment Subsequent Investments
------------------------- ----------------------
$2,500 $100

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 Account Fee
Because of the disproportionately high costs of servicing accounts with low
balances, if you have a direct account with the Distributor, you will be charged
a fee at the annual rate of $16 if your account balance for the 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 PIMCO Fund account in quarterly installments and paid to the
Administrator. Each PIMCO 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 Account Size
Due to the relatively high cost to the Fund and the other PIMCO Funds of
maintaining small accounts, you are asked to maintain an account balance in the
Fund and in any other PIMCO Fund in which you invest of at least the minimum
investment necessary to open the particular type of account. If your balance for
any PIMCO 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 PIMCO Fund account will not be
liquidated if the reduction in size is due solely to a decline in market value
of your PIMCO Fund shares or if the aggregate value of all your PIMCO Funds
accounts exceeds $50,000.

Exchanging Shares
You may exchange your Class A, Class B or Class C shares of any PIMCO Fund for
the same Class of shares of any other PIMCO 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 PIMCO Fund, the usual sales charges applicable to investments in such
other PIMCO 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 PIMCO 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 PIMCO Fund, subsequently exchanges those shares for
shares of a different PIMCO Fund and then exchanges back into the originally
purchased PIMCO 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.
<PAGE>

Selling Shares
You can sell (redeem) Class A, Class B or Class C shares of the Fund in the
following ways:

o 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.

o 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,
PFPC Inc., P.O. Box 9688, Providence, RI 02940-9688:

(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:

o Telephone requests to the Transfer Agent
o PIMCO Funds Automated Telephone System (ATS)
o Expedited wire transfers
o Automatic Withdrawal Plan
o 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.
<PAGE>

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 Fund to dispose of its securities or to determine fairly the value of its
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.

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

Redemptions In Kind
The Trust will redeem shares of the 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 may pay any redemption proceeds exceeding this amount in
whole or in part by a distribution in kind of securities held by the 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.

Certificated Shares
If you are redeeming shares for which certificates have been issued, the
certificates must be mailed to or deposited with the Trust, duly endorsed or
accompanied by a duly endorsed stock power or by a written request for
redemption. Signatures must be guaranteed as described under "Signature
Guarantee" 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 Guarantee
When a signature guarantee is called for, you should have "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

The 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
the 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 Fund intends to declare and
distribute income dividends to shareholders of record quarterly.

In addition, the 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. Distributions are
reinvested in additional shares of the same class of the Fund at NAV. You do not
pay any sales charge on shares you receive through the reinvestment of Fund
distributions.
<PAGE>

Tax Consequences

Characteristics and Risks of Securities and Investment Techniques

o 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. The 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.

Convertible and Equity Securities
The Fund may invest in convertible 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.. The 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.

<PAGE>

Appendix A
Description of Securities Ratings

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.

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

Moody's Investors Service, Inc.
Corporate and Municipal Bond Ratings

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.
<PAGE>

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.

Corporate Short-Term Debt Ratings

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

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

Standard & Poor's Ratings Service
Corporate and Municipal Bond Ratings

Investment Grade
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.

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

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

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.

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.
<PAGE>

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.

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.

<PAGE>

PIMCO Funds: Pacific Investment Management Series

You may get free copies of any of these materials, request other information
about the 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 can also visit our Web site at www.pimcofunds.com for additional information
about the Fund.

LOGO

Investment Company Act File no. 811-5028

<PAGE>

PIMCO Funds:
Pacific Investment
Management Series

INVESTMENT ADVISER AND ADMINISTRATOR
PIMCO, 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660

DISTRIBUTOR
PIMCO Funds Distributors LLC, 2187 Atlantic Street, Stamford, CT 06902-6896

CUSTODIAN
State Street Bank & Trust Co., 801 Pennsylvania, Kansas City, MO 64105

SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
PFPC Inc., P.O. Box 9688, Providence, RI 02940-9688

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>

Presenting the new PIMCO Funds Web site at www.pimcofunds.com

You'll find all the content you've come to rely on--at pimcofunds.com--and more.

As part of our commitment to provide our shareholders with easy access to timely
information, we're pleased to introduce a redesigned version of the PIMCO Funds
Web site (www.pimcofunds.com).

Fund Information Section
In addition to everything we previously offered in the Fund Information section,
we now offer the following:

Regular commentary from the manager of the Fund.

A better design without frames allows you to bookmark Fund profile pages.

Cross-links give you immediate access to literature with more detail about
the Fund.

One-click allows you to check out the NAV and year-to-date performance of any
PIMCO Fund.

Investment Outlook--Bill Gross's monthly newsletter on economic and interest
rate trends.

Manager Commentary--Read insight from PIMCO bond managers on the economy and
its impact on their funds.

PIMCO Funds
Distributors LLC
2187 Atlantic Street
Stamford, CT 06902-6896

<PAGE>
PIMCO GNMA Fund:

Classes A, B, C & D

Statement of Additional Information

This Statement of Additional Information is not a prospectus, and
should be read in conjunction with the prospectuses of the PIMCO GNMA Fund (the
"Fund"), as supplemented from time to time. The Trust offers six classes of
shares of the Fund. Class A, Class B, and Class C shares of the Fund are offered
through the "Class A, B and C Prospectus." Class D shares of the Fund are
offered through the "Class D Prospectus." Institutional Class and Administrative
Class shares of the Fund are offered through the "Institutional Prospectus."
Class A, B and C Prospectus and Class D Prospectus are each dated November 30,
2000. Collectively they are referred to as the "Prospectuses."

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

Institutional Prospectus and Class A, B and C and Class D Prospectuses,
Annual and Semi-Annual Reports: Annual and 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
</TABLE>

November 30, 2000

<PAGE>

<TABLE>
<S> <C>
TABLE OF CONTENTS
Page

THE TRUST..........................................................................1

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

Municipal Bonds...........................................................1
Mortgage-Related and Other Asset-Backed Securities........................4
Bank Obligations..........................................................9
Loan Participations......................................................10
Corporate Debt Securities................................................11
High Yield Securities ("Junk Bonds").....................................12
Participation on Creditors Committees....................................13
Variable and Floating Rate Securities....................................13
Inflation-Indexed Bonds..................................................14
Event-Linked Bonds.......................................................15
Convertible Securities...................................................16
Warrants to Purchase Securities..........................................16
Foreign Securities.......................................................16
Borrowing................................................................18
Derivative Instruments...................................................20
Hybrid Instruments.......................................................29
Delayed Funding Loans and Revolving Credit Facilities....................30
When-Issued, Delayed Delivery and Forward Commitment Transactions........31
Short Sales..............................................................31
Illiquid Securities......................................................32
Loans of Portfolio Securities............................................32

INVESTMENT RESTRICTIONS...........................................................33

Fundamental Investment Restrictions......................................33
Non-Fundamental Investment Restrictions..................................34

MANAGEMENT OF THE TRUST...........................................................36

Trustees and Officers....................................................36
Compensation Table.......................................................41
Investment Adviser.......................................................42
Advisory Agreement.......................................................43
Fund Administrator.......................................................44

DISTRIBUTION OF TRUST SHARES......................................................46

Distributor and Multi-Class Plan.........................................46
Initial Sales Charge and Contingent Deferred Sales Charge................47
Distribution and Servicing Plans for Class A, Class B and Class C Share..48
Plan for Class D Shares..................................................51
Purchases, Exchanges and Redemptions.....................................52

PORTFOLIO TRANSACTIONS AND BROKERAGE..............................................55

Investment Decisions and Portfolio Transactions..........................55
Brokerage and Research Services..........................................55
Portfolio Turnover.......................................................56

NET ASSET VALUE...................................................................57

TAXATION .........................................................................57

Distributions............................................................59
Sales of Shares..........................................................59
Backup Withholding.......................................................59
Options, Futures and Forward Contracts, and Swap Agreements..............60
Short Sales..............................................................61
Passive Foreign Investment Companies.....................................61
Foreign Taxation.........................................................62
Original Issue Discount and Market Discount..............................62
Constructive Sales.......................................................63
Non-U.S. Shareholders....................................................63
Other Taxation...........................................................64
<PAGE>

OTHER INFORMATION.................................................................65

Capitalization...........................................................65
Performance Information..................................................65
Calculation of Yield.....................................................66
Calculation of Total Return..............................................67
Potential College Cost Table.............................................69
Voting Rights............................................................72
Code of Ethics...........................................................72
Custodian, Transfer Agent and Dividend Disbursing Agent..................73
Independent Accountants..................................................73
Counsel................................................................. 74
Registration Statement...................................................74
</TABLE>

<PAGE>

THE TRUST

PIMCO Funds (the "Trust") is an open-end management investment company
("mutual fund") currently consisting of thirty-one separate investment
portfolios (the "Funds"), including the Fund.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and general investment policies of the Fund
are described in the Prospectuses. Additional information concerning the
characteristics of certain of the Fund's investments is set forth below.

Municipal Bonds

The 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. The Municipal Bonds which the
Fund may purchase include general obligation bonds and limited obligation bonds
(or revenue bonds), including industrial development bonds issued pursuant to
former federal tax law. General obligation bonds are obligations involving the
credit of an issuer possessing taxing power and are payable from such issuer's
general revenues and not from any particular source. Limited obligation bonds
are payable only from the revenues derived from a particular facility or class
of facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Tax-exempt private activity bonds and industrial
development bonds generally are also revenue bonds and thus are not payable from
the issuer's general revenues. The credit and 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 Fund 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 Fund 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. The Fund may also purchase
unrated lease obligations if determined by PIMCO to be of comparable quality to
rated securities in which the Fund is permitted to invest.

The Fund may seek to enhance its 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. The Fund may not invest more than 15% of its net
assets in illiquid securities, including unmarketable private placements.

<PAGE>

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, the Fund would hold the longer-term
security, which could experience substantially more volatility.

The Fund 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.
The 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. The Fund will not
invest more than 5% of its net assets in municipal warrants.

The Fund 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 Fund 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. the Fund will not
invest more than 10% of its total assets in Residual Interest Bonds.
<PAGE>

The Fund 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
securities. The Fund 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 Fund may purchase and sell portfolio investments to take advantage
of changes or anticipated changes in yield relationships, markets or economic
conditions. The Fund may also sell Municipal Bonds due to changes in PIMCO'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 the Fund's Municipal Bonds in the same manner.

The 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.
<PAGE>

Mortgage-Related and Other Asset-Backed Securities

Mortgage-related securities are interests in pools of residential or
commercial mortgage loans, including mortgage loans made by savings and loan
institutions, mortgage bankers, commercial banks and others. Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related and private organizations. See "Mortgage Pass-Through
Securities." The Fund also invests 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 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.
<PAGE>

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 Fund 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, PIMCO 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. The Fund will not purchase mortgage-related securities or any other
assets which in PIMCO's opinion are illiquid if, as a result, more than 15% of
the value of the Fund's net assets will be illiquid.

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

Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. 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.
<PAGE>

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

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

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

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

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

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

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 the 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 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 the Fund's yield to maturity from these securities. If the underlying
mortgage assets experience greater than anticipated prepayments of principal,
the 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 the Fund's limitations on investment in illiquid securities.

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

Consistent with the Fund's investment objectives and policies, PIMCO
also may invest in other types of asset-backed securities.

Bank Obligations

Bank obligations in which the Fund 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. The 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 than 15% of its net assets would be invested in such
deposits, repurchase agreements maturing in more than seven days and other
illiquid assets.

The Fund may invest in Bank obligations, 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 the 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.
<PAGE>

Loan Participations

The 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
Fund may participate in such syndications, or can buy part of a loan, becoming a
part lender. When purchasing loan participations, the 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 the 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, the Fund has direct recourse against the corporate 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 the 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 the 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 the 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 Fund 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, the Fund bears a
substantial risk of losing the entire amount invested.
<PAGE>

The 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, the 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 the 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 the Fund's 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 PIMCO believes to be a fair price. In addition,
valuation of illiquid indebtedness involves a greater degree of judgment in
determining the 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 Fund currently intends to
treat indebtedness for which there is no readily available market as illiquid
for purposes of the Fund's 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 Fund. For example, if a loan is foreclosed, the Fund could become part owner
of any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the 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 Fund relies on PIMCO's research
in an attempt to avoid situations where fraud or misrepresentation could
adversely affect the Fund.

Corporate Debt Securities

The Fund's investments in U.S. dollar 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 PIMCO's opinion
comparable in quality to corporate debt securities in which the Fund may invest.
<PAGE>

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 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.

High Yield Securities ("Junk Bonds")

Investments in securities rated below investment grade that are
eligible for purchase by the 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.

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 Fund 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. PIMCO seeks to reduce these risks through
diversification, credit analysis and attention to current developments and
trends in both the economy and financial markets.
<PAGE>

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 Fund
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.
PIMCO 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. PIMCO
does not rely solely on credit ratings when selecting securities for the Fund,
and develops its own independent analysis of issuer credit quality. If a credit
rating agency changes the rating of a portfolio security held by the Fund, the
Fund may retain the portfolio security if PIMCO deems it in the best interest of
shareholders.

Participation on Creditors Committees

The Fund may from time to time participate on committees formed by
creditors to negotiate with the management of financially troubled issuers of
securities held by the Fund. Such participation may subject the Fund to expenses
such as legal fees and may make the Fund an "insider" of the issuer for purposes
of the federal securities laws, and therefore may restrict the Fund's ability to
trade in or acquire additional positions in a particular security when it might
otherwise desire to do so. Participation by the Fund on such committees also may
expose the Fund to potential liabilities under the federal bankruptcy laws or
other laws governing the rights of creditors and debtors. The Fund will
participate on such committees only when PIMCO 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.

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 Fund may invest in floating rate debt instruments ("floaters") and
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 the Fund with a certain degree of protection against rises in
interest rates, the 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.
<PAGE>

The Fund 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 Fund has
adopted a policy under which it will not invest more than 5% of its assets in
any combination of inverse floater, interest only ("IO"), or principal only
("PO") securities.

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 the 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 $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 Fund 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.
<PAGE>

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.

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 the Fund invests in an event-linked bond and a trigger
event causes losses exceeding a specific amount in the geographic region and
time period specified in a bond, the Fund 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 the Fund may be forced to
liquidate positions when it would not be advantageous to do so. Event-linked
bonds are typically rated, and the Fund will only invest in catastrophe bonds
that meet the credit quality requirements for the Fund.
<PAGE>

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 the 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. The 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
unless the security is called or conversion is forced.

Warrants to Purchase Securities

The Fund 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 the 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.

The 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.

Foreign Securities

The Fund 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 obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies and
supranational entities. The Fund 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 the Fund's investments in
Eastern Europe will not also be expropriated, nationalized or otherwise
confiscated.
<PAGE>

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

Brady Bonds do not have a long payment history. Brady Bonds may be
collateralized or uncollateralized, are issued in various currencies (primarily
the U.S. dollar) and are actively traded in the over-the-counter secondary
market. 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.
<PAGE>

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 Fund may invest will not 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.

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 Fund) may be requested to participate
in the rescheduling of such debt and to extend further loans to governmental
entities. There is no bankruptcy proceeding by which sovereign debt on which
governmental entities have defaulted may be collected in whole or in part.

The Fund 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.

Borrowing

The Fund may borrow money to the extent permitted under the Investment
Company Act of 1940 ("1940 Act"), as amended, and as interpreted, modified or
otherwise permitted by regulatory authority having jurisdiction, from time to
time. This means that, in general, the Fund may borrow money from banks for any
purpose on a secured basis in an amount up to 1/3 of the Fund's total assets.
The Fund may also borrow money for temporary administrative purposes on an
unsecured basis in an amount not to exceed 5% of the Fund's total assets.
<PAGE>

Specifically, provisions of the 1940 Act require the 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, the 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, the 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 the 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 Fund. Borrowing will tend to
exaggerate the effect on net asset value of any increase or decrease in the
market value of the Fund's portfolio. Money borrowed will be subject to interest
costs which may or may not be recovered by appreciation of the securities
purchased. The 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 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 the 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 PIMCO 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 Fund's
limitations on borrowings, which would, among other things, restrict the
aggregate of such transactions (plus any other borrowings) to 1/3 of the Fund's
total assets.

A "mortgage dollar roll" is similar to a reverse repurchase agreement
in certain respects. In a "dollar roll" transaction the 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 the Fund pledges a
mortgage-related security to a dealer to obtain cash. Unlike in the case of
reverse repurchase agreements, the dealer with which the 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 the 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.
<PAGE>

The 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 Fund's restrictions 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 the Fund's overall
limitations on investments in illiquid securities.

The 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. The 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.

Derivative Instruments

In pursuing its individual objectives the Fund may purchase and sell
(write) both put options and call options on securities, swap agreements and
securities indexes, and enter into interest rate, 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. The Fund
also may enter into swap agreements with respect to interest rates and indexes
of securities. The Fund 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, the 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 Fund invests may
be particularly sensitive to changes in prevailing interest rates, and, like the
other investments of the Fund, the ability of the Fund to successfully utilize
these instruments may depend in part upon the ability of PIMCO to forecast
interest rates and other economic factors correctly. If PIMCO incorrectly
forecasts such factors and has taken positions in derivative instruments
contrary to prevailing market trends, the Fund could be exposed to the risk of
loss.
<PAGE>

The Fund might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If PIMCO incorrectly
forecasts interest rates, market values or other economic factors in utilizing a
derivatives strategy for the 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 the 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 the Fund to close out or to liquidate
its derivatives positions. In addition, the 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, Swap Agreements, and Indexes. The 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, swap agreements, or
indexes in standardized contracts traded on domestic securities exchanges,
boards of trade, or similar entities, or quoted on NASDAQ or an 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.)

The 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 cash consideration is required, cash or other assets
determined to be liquid by PIMCO 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 PIMCO 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 PIMCO 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 PIMCO 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 PIMCO in accordance with procedures established by the Board of
Trustees.
<PAGE>

If an option written by the 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 the 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.

The 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. The 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 the Fund is an
asset of the Fund. The premium received for an option written by the 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 Fund 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 Fund's immediate
obligations. The 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
Fund's will also segregate liquid assets equivalent to the amount, if any, by
which the put is "in the money."

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

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 the Fund
seeks to close out an option position. If the 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 the 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, the 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 the 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.

Futures Contracts and Options on Futures Contracts. The Fund may invest
in interest rate futures contracts and options thereon ("futures options"). The
Fund may invest in interest rate and stock index futures contracts and options
thereon.

An interest rate 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 or the cash value of an index at a specified price and
time. A futures contract on an index is an agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index contract was originally
written. Although the value of an index might be a function of the value of
certain specified securities, no physical delivery of these securities is made.
A public market exists in futures contracts covering a number of indexes as well
as financial instruments, 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; and bank
certificates of deposit. It is expected that other futures contracts will be
developed and traded in the future.
<PAGE>

The Fund may purchase and write call and put futures options, as
specified 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 Fund avoid being deemed a
"commodity pool" or a "commodity pool operator," the 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, the 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. The 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 the 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.

The 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 the 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 PIMCO 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. The Fund expects to
earn interest income on its initial margin deposits. A futures contract held by
the 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 the 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, the Fund will mark to market its
open futures positions.
<PAGE>

The 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 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 Fund 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 Fund's immediate obligations. The
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 Fund 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 Fund
intends 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, the 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, the Fund will maintain with its
custodian (and mark-to-market on a daily basis) assets determined to be liquid
by PIMCO 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, the Fund will maintain with its
custodian (and mark-to-market on a daily basis) assets determined to be liquid
by PIMCO 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).
<PAGE>

When selling a call option on a futures contract, the Fund will
maintain with its custodian (and mark-to-market on a daily basis) assets
determined to be liquid by PIMCO 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.

When selling a put option on a futures contract, the Fund will maintain
with its custodian (and mark-to-market on a daily basis) assets determined to be
liquid by PIMCO 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 the 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 the 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 the Fund's portfolio securities. Thus, the use of a longer-term
security may require the 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 the 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.
<PAGE>

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. 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.

There can be no assurance that a liquid market will exist at a time
when the Fund seeks to close out a futures or a futures option position, and the
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 and
Options on Futures Contracts. Options on securities, futures contracts, and
options on futures contracts may be traded on foreign exchanges. Such
transactions may not be regulated as effectively as similar transactions in the
United States; may not involve a clearing mechanism and related guarantees, and
are subject to the risk of governmental actions affecting trading in, or the
prices of, foreign securities. The value of such positions also could be
adversely affected by (i) other complex foreign political, legal and economic
factors, (ii) lesser availability than in the United States of data on which to
make trading decisions, (iii) delays in the Trust's ability to act upon economic
events occurring in foreign markets during non-business hours in the United
States, (iv) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States, and (v) lesser
trading volume.

Swap Agreements. The Fund may enter into interest rate and index swap
agreements. The Fund may also enter into options on swap agreements ("swap
options"). These transactions are entered into in an 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. A swap option is a contract that gives a counterparty the right (but not
the obligation) to enter into a new swap agreement or to shorten, extend, cancel
or otherwise modify an existing swap agreement, at some designated future time
on specified terms. The Fund may write (sell) and purchase put and call swap
options.
<PAGE>

Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently, the
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"). The Fund's current obligations under a swap agreement will be
accrued daily (offset against any amounts owed 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 PIMCO 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. The 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 the Fund's use of swap agreements or swap options will be
successful in furthering its investment objective of total return will depend on
PIMCO'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, the Fund bears the risk
of loss of the amount expected to be received under a swap agreement in the
event of the default or bankruptcy of a swap agreement counterparty. The Fund
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 Fund's repurchase agreement
guidelines). Certain restrictions imposed on the Fund by the Internal Revenue
Code may limit the Fund's 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 the Fund's ability to terminate existing swap agreements
or to realize amounts to be received under such agreements.

Depending on the terms of the particular option agreement, the Fund
will generally incur a greater degree of risk when it writes a swap option than
it will incur when it purchases a swap option. When the Fund purchases a swap
option, it risks losing only the amount of the premium it has paid should it
decide to let the option expire unexercised. However, then the Fund writes a
swap option, upon exercise of the option the Fund will become obligated
according to the terms of the underlying agreement.

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 the Fund invests in these
securities, however, PIMCO 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.
<PAGE>

Hybrid Instruments

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

Hybrids can be used as an efficient means of pursuing a variety of
investment goals, including 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 the 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, the
Fund will not 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 Fund's 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.

Delayed Funding Loans and Revolving Credit Facilities

The Fund 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 the 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 the Fund
is committed to advance additional funds, it will at all times 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.

The Fund 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, the 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 Fund currently intends to treat delayed funding loans and
revolving credit facilities for which there is no readily available market as
illiquid for purposes of the Fund's 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.
<PAGE>

When-Issued, Delayed Delivery and Forward Commitment Transactions

The Fund 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
PIMCO 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 the Fund has committed to purchase prior to the time delivery of the
securities is made, although the 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 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. The 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 Fund may purchase or sell securities on a when-issued,
delayed delivery, or forward commitment basis.

Short Sales

The Fund may make short sales of securities as part of its 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 the Fund sells a security it does not own in
anticipation that the market price of that security will decline.

When the 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 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.
<PAGE>

To the extent that the 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 PIMCO in accordance with procedures
established by the Board of Trustees. The 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 Fund will engage in
short selling to the extent permitted by the 1940 Act and rules and
interpretations thereunder.

Illiquid Securities

The Fund may invest up to 15% of its net assets in illiquid 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 the 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 (other than securities issued pursuant to Rule 144A
under the 1933 Act and certain commercial paper that PIMCO 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.

Loans of Portfolio Securities

For the purpose of achieving income, the 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 331/3% of the total assets of the Fund.
<PAGE>

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

The Fund's investment objective 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
without shareholder approval by vote of a majority of the outstanding shares of
the Fund.

(1) The Fund may not concentrate its investments in a particular industry,
as that term is used in the Investment Company Act of 1940, as amended,
and as interpreted, modified, or otherwise permitted by regulatory
authority having jurisdiction, from time to time.

(2) The Fund may not, with respect to 75% of the Fund's total assets,
purchase the securities of any issuer, except securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, if, as a result (i) more than 5% of the Fund's total
assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of
that issuer. 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) The Fund may not 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.

(4) The Fund may not purchase or sell commodities or commodities contracts
or oil, gas or mineral programs. This restriction shall not prohibit
the 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.
<PAGE>

(5) The Fund may borrow money or issue any senior security, only as
permitted under the 1940 Act, as amended, and as interpreted, modified,
or otherwise permitted by regulatory authority having jurisdiction,
from time to time.

(6) The Fund may make loans only as permitted under the 1940 Act, as
amended, and as interpreted, modified, or otherwise permitted by
regulatory authority having jurisdiction, from time to time.

(7) The Fund may not 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.

(8) Notwithstanding any other fundamental investment policy or limitation,
it is a fundamental policy of the Fund that it may pursue its
investment objective by investing in one or more underlying investment
companies or vehicles that have substantially similar investment
objectives, policies and limitations as the Fund.

Non-Fundamental Investment Restrictions

The 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.

(A) The Fund may not invest more than 15% of the net assets of the 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 the Fund has purchased, securities
or other liquid assets being used to cover such options the Fund has
written, securities for which market quotations are not readily
available, or other securities which legally or in PIMCO'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) The Fund many not 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.

(C) The Fund may not invest more than 5% of the assets of the Fund (taken
at market value at the time of investment) in any combination of
interest only, principal only, or inverse floating rate securities.

(D) The Fund may not maintain a short position, or 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.
<PAGE>

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. To the extent
that borrowings for temporary administrative purposes exceed 5% of the total
assets of the Fund, such excess shall be subject to the 300% asset coverage
requirement.

To the extent the 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 Fund has adopted an investment
policy pursuant to which the Fund will not purchase or sell OTC options if, as a
result of such transactions, the sum of: 1) the market value of OTC options
currently outstanding which are held by the Fund, 2) the market value of the
underlying securities covered by OTC call options currently outstanding which
were sold by the Fund and 3) 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 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 Fund and may be amended by the Trustees
without the approval of shareholders. However, the Fund 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 the Fund's investment portfolio, resulting from market
fluctuations or other changes in the Fund's total assets will not require the
Fund to dispose of an investment until PIMCO 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, PIMCO 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.
<PAGE>

The Fund interprets its policies with respect to borrowing and lending
to permit such activities as may be lawful for the Fund, to the full extent
permitted by the 1940 Act or by exemption from the provisions therefrom pursuant
to exemptive order of the SEC. The Fund has filed an application seeking an
order from the SEC to permit the Fund to enter into transactions with other
PIMCO Funds with respect to the investment of daily cash balances of the Fund in
shares of the PIMCO Money Market Fund, as well as the use of daily excess cash
balances of the Money Market Fund in inter-fund lending transactions with the
other PIMCO Funds for temporary cash management purposes. The interest paid by
the 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 Money Market
Fund could otherwise earn as lender in such a transaction.

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>
<S> <C> <C>

Position with Principal Occupation(s)
Name, Address and Age the Trust During the Past Five Years
----------------------------------------------- ----------------------------- -------------------------------------------------
Brent R. Harris* Chairman of the Board and Managing Director, PIMCO; Board of Governors,
Age 41 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.
<PAGE>

Guilford C. Babcock Trustee Associate Professor of Finance, University of
1500 Park Place Southern California; Director, PIMCO Commercial
San Marino, California 91108 Mortgage Securities Trust, Inc.; Trustee, PIMCO
Age 69 Variable Insurance Trust; Director, Growth Fund
of America and Fundamental Investors Fund of
the Capital Group; Director, Good Hope Medical
Foundation.

E. Philip Cannon Trustee Proprietor, Cannon & Company, an affiliate of
3838 Olympia Inverness Management LLC, a private equity
Houston, Texas 77019 investment firm; Director, PIMCO Commercial
Age 59 Mortgage Securities Trust, Inc.; Trustee, PIMCO
Variable Insurance Trust; Trustee of PIMCO
Funds: Multi-Manager Series. Formerly,
Headmaster, St. John's School, Houston, Texas;
Trustee of PIMCO Advisors Funds ("PAF") and
Cash Accumulation Trust ("CAT"); General
Partner, J.B. Poindexter & Co., Houston, Texas,
a private equity investment firm; and Partner,
Iberia Petroleum Company, an oil and gas
production company.

Vern O. Curtis Trustee Private Investor; Director, PIMCO Commercial
14158 N.W. Bronson Creek Dr. Mortgage Securities Trust, Inc.; Trustee, PIMCO
Portland, Oregon 97229 Variable Insurance Trust; Director, Public
Age 66 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.

J. Michael Hagan Trustee Private Investor; Director, PIMCO Commercial
6 Merced Mortgage Securities Trust, Inc.; Trustee, PIMCO
San Clemente, California 92673 Variable Insurance Trust. Board of Directors
Age 61 for Ameron International (manufacturing),
Freedom Communications, Remedy Temp (staffing)
and Saint Gobain Company. Member of the Board
of Regents at Santa Clara University, the Board
of Taller San Jose, and the Board of Trustees
of the South Coast Repertory Theater.
Formerly, Chairman and CEO, Furon Company
(manufacturing).

Thomas P. Kemp Trustee Private Investor; Director, PIMCO Commercial
1141 Marine Drive Mortgage Securities Trust, Inc.; Trustee, PIMCO
Laguna Beach, California 92651 Variable Insurance Trust. Formerly Co-Chairman,
Age 69 U.S. Committee to Assist Russian Reform;
Director, Union Financial Corp.

William J. Popejoy Trustee President, Pacific Capital Investors; Chairman,
29 Chatham Court PacPro (vinyl assembly products; formerly
Newport Beach, California 92660 Western Printing); Director, PIMCO Commercial
Age 62 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 56 President, PIMCO Variable Insurance Trust.

Margaret Isberg Senior Vice President Managing Director, PIMCO.
Age 43
<PAGE>

Jeffrey M. Sargent Senior Vice President Senior Vice President and Manager of Investment
Age 37 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. Formerly, Vice
President, PIMCO.

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 55 Director, Pacific Financial Asset Management
Corporation.

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 Vice President and Manager, Fund
Age 30 Administration, PIMCO; Vice 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 34 with Fidelity Investments Institutional
Services Company.

Scott Millimet Vice President Vice President, PIMCO. Formerly Executive Vice
Age 42 President with Back Bay Advisors.

James F. Muzzy Vice President Managing Director, PIMCO; Senior Vice
Age 61 President, PIMCO Variable Insurance Trust.
Douglas J. Ongaro Vice President Vice President, PIMCO. Formerly Regional
Age 39 Marketing Manager, Charles Schwab & Co., Inc.

David J. Pittman Vice President Vice President, PIMCO. Formerly a senior
Age 52 executive with Bank of America, the Northern
Trust Co. and NationsBank.
<PAGE>

Mark A. Romano Vice President Vice President, PIMCO. Previously associated
Age 42 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 Director,
Age 55 PIMCO; Senior Vice President, PIMCO Variable
Insurance Trust; Vice President, PIMCO
Commercial Mortgage Securities Trust, Inc.

John P. Hardaway Treasurer Senior Vice President, PIMCO; Treasurer, PIMCO
Age 43 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 Commercial
Age 54 Mortgage Securities Trust, Inc. and PIMCO
Variable Insurance Trust; Assistant Secretary,
PIMCO Funds: Multi-Manager Series. Formerly
Senior Fund Administrator, PIMCO.

Joseph D. Hattesohl Assistant Treasurer Vice President and Manager of Financial
Age 36 Reporting and Taxation, PIMCO; Assistant
Treasurer, PIMCO Funds: Multi-Manager Series,
PIMCO Commercial Mortgage Securities Trust,
Inc. and PIMCO Variable Insurance Trust.

Michael J. Willemsen Assistant Secretary Manager, PIMCO; Assistant Secretary, PIMCO
Age 40 Commercial Mortgage Securities Trust, Inc. and
PIMCO Variable Insurance Trust. Formerly
Project Lead, PIMCO.
-------------------
*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.
</TABLE>

<PAGE>

Compensation Table

The following table sets forth information regarding compensation
received by the Trustees for the fiscal year ended March 31, 2000.
<TABLE>
<S> <C> <C> <C>

Aggregate
Compensation Total Compensation from Trust and
Name and Position from Trust(1) Fund Complex Paid to Trustees(2)
----------------- -------------- --------------------------------

Guilford C. Babcock $55,000 $74,000
Trustee

E. Philip Cannon 0(3) $63,753(4)
Trustee

Vern O. Curtis $59,000 $80,750
Trustee

J. Michael Hagan 0(3) 0(3)
Trustee

Thomas P. Kemp $57,500 $78,250
Trustee

William J. Popejoy $57,500 $78,250
Trustee
</TABLE>

(1) Each Trustee, other than those affiliated with PIMCO 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
PIMCO or its affiliates, receives an additional annual retainer of
$1,500. For the fiscal year ended March 31, 2000, the unaffiliated
Trustees as a group received compensation in the amount of $231,546.

(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 PIMCO or its affiliates, receives an additional annual
retainer of $500. For the fiscal year ended December 31, 1999, the
unaffiliated Directors as a group received compensation in the amount
of $42,786.

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 PIMCO or its affiliates, receives an
additional annual retainer of $500. For the fiscal year ended December
31, 1999, the unaffiliated Trustees as a group received compensation in
the amount of $41,786.
<PAGE>

(3) Messrs. Cannon and Hagan joined the Board on May 16, 2000 and therefore
received no compensation from the Trust for the fiscal year ending
March 31, 2000. Messrs. Cannon and Hagan also received no compensation
from PIMCO Variable Insurance Trust or PIMCO Commercial Mortgage
Securities Trust, Inc. for the fiscal year ended December 31, 1999.

(4) Mr. Cannon also serves as a Trustee of PIMCO Funds: Multi-Manager
Series which has adopted a deferred compensation plan. Mr. Cannon
elected to have $63,750 in compensation deferred from that Trust.

Investment Adviser

Pacific Investment Management Company LLC ("PIMCO"), a Delaware limited
liability company, serves as investment adviser to the Fund pursuant to an
investment advisory contract ("Advisory Contract") between PIMCO and the Trust.
PIMCO is a subsidiary of PIMCO Advisors L.P. ("PIMCO Advisors"). PIMCO Advisors
was organized as a limited partnership under Delaware law in 1987. PIMCO
Advisors' sole general partner is Pacific-Allianz Partners LLC. Pacific-Allianz
Partners LLC is a Delaware limited liability company with two members, Allianz
GP Sub LLC, a Delaware limited liability company and Pacific Asset Management
LLC, a Delaware limited liability company. Allianz GP Sub LLC is a wholly-owned
subsidiary of Allianz of America, Inc., which is wholly owned by Allianz AG.
Pacific Asset Management LLC is a wholly-owned subsidiary of Pacific Life
Insurance Company, which is a wholly-owned subsidiary of Pacific Mutual Holding
Company.

PIMCO is located at 840 Newport Center Drive, Suite 300, Newport
Beach, California 92660. PIMCO had approximately $210.3 billion of assets under
management as of October 31, 2000.

On May 5, 2000 the general partners of PIMCO Advisors closed the
transactions contemplated by the Implementation and Merger Agreement dated as of
October 31, 1999 ("Implementation Agreement"), as amended March 3, 2000, with
Allianz of America, Inc., Pacific Asset Management LLC, PIMCO Partners, LLC,
PIMCO Holding LLC, PIMCO Partners, G.P., and other parties to the Implementation
Agreement. As a result of completing these transactions, PIMCO Advisors is now
majority-owned indirectly by Allianz AG, with subsidiaries of Pacific Life
Insurance Company retaining a significant minority interest. Allianz AG is a
German based insurer. Pacific Life Insurance Company is a Newport Beach,
California based insurer.

In connection with the closing, Allianz of America entered into a
put/call arrangement for the possible disposition of Pacific Life's indirect
interest in PIMCO Advisors. The put option held by Pacific Life will allow it to
require Allianz of America, on the last business day of each calendar quarter
following the closing, to purchase at a formula-based price all of the PIMCO
Advisors' units owned directly or indirectly by Pacific Life. The call option
held by Allianz of America will allow it, beginning January 31, 2003 or upon a
change in control of Pacific Life, to require Pacific Life to sell or cause to
be sold to Allianz of America, at the same formula-based price, all of the PIMCO
Advisors' units owned directly or indirectly by Pacific Life. Allianz AG's
address is Koniginstrasse 28, D-80802, Munich, Germany.
<PAGE>

Allianz AG, the parent of Allianz of America, is a publicly traded
German company which, together with its subsidiaries, comprises the world's
second largest insurance company as measured by premium income. Allianz AG is 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. As of June 30, 2000, the
Allianz Group (including PIMCO) had assets under management of more than $650
billion, and in its last fiscal year wrote approximately $50 billion in gross
insurance premiums.

Significant institutional shareholders of Allianz AG currently include
Dresdner Bank AG, Deutsche Bank AG, Munich Reinsurance and HypoVereinsbank. BNP
Paribas, Credit Lyonnais, Munich Reinsurance, HypoVereinsbank, Dresdner Bank AG
and Deutsche Bank AG, as well as certain broker-dealers that might be controlled
by or affiliated with these entities, such as DB Alex. Brown LLC, Deutsche Bank
Securities, Inc. and Dresdner Klienwort Benson North America LLC (collectively,
the "Affiliated Brokers"), may be considered to be affiliated persons of PIMCO.
Absent an SEC exemption or other relief, the Fund generally is precluded from
effecting principal transactions with the Affiliated Brokers, and its ability to
purchase securities being underwritten by an Affiliated Broker or to utilize the
Affiliated Brokers for agency transactions is subject to restrictions. PIMCO
does not believe that the restrictions on transactions with the Affiliated
Brokers described above materially adversely affect its ability to provide
services to the Fund, the Fund's ability to take advantage of market
opportunities, or the Fund's overall performance.

Advisory Agreement

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
responsibility for the business and affairs of the Trust, periodic reports on
the investment performance of the Fund.

Under the terms of the Advisory Contract, PIMCO is obligated to manage
the Fund 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 December 1, 1999, as supplemented from time to
time.

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 PIMCO, on 60 days' written notice by either party to the contract
and will terminate automatically if assigned.
<PAGE>

PIMCO currently receives a monthly investment advisory fee from the
Fund at an annual rate of 0.25% based on average daily net assets of the Fund.

Fund Administrator

PIMCO also serves as Administrator to the Fund pursuant to an
administration agreement (the "Administration Agreement") with the Trust. PIMCO
provides the Fund 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 Fund,
including coordination of the services performed by the Fund's transfer agent,
custodian, legal counsel, independent accountants, and others. PIMCO (or an
affiliate of PIMCO) also furnishes the Fund with office space facilities
required for conducting the business of the Fund, 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 Fund, 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 rate for the Fund
(expressed as a percentage of the Fund's average daily net assets attributable
to its classes of shares on an annual basis):

Administrative Fee Rate

Fund Class A, B and C Class D*
---- ---------------- -------

GNMA 0.50% 0.50%

* As described below, the Administration Agreement includes a plan
adopted under Rule 12b-1 which provides for the payment of up to 0.25%
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 Fund is 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").
<PAGE>

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, dated May 5,
2000, was approved by the Board of Trustees, including all of the Independent
Trustees at a meeting held on December 1, 1999. In approving the Administration
Agreement, the Trustees determined that: (1) the Administration Agreement is in
the best interests of the Fund and its shareholders; (2) the services to be
performed under the Agreement are services required for the operation of the
Fund; (3) PIMCO is able to provide, or to procure, services for the Fund 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 0.35%
of the 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 0.25% 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."
<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 the
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 the
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 classes of the Fund, it may continue in effect with respect to any class of
the Fund as to which it has not been terminated (or has been renewed).

The Fund offers six classes of shares: Class A, Class B, Class C, Class
D, the Institutional Class and the Administrative Class.

Class A, Class B and Class C shares of the Fund 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 Fund shares 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 Fund.) Administrative Class shares
are offered primarily through employee benefit plans alliances, broker-dealers,
and other intermediaries, and the Fund pays service or distribution fees to such
entities for services they provide to Administrative Class shareholders.

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 the Fund represent an 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.
<PAGE>

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 Fund. In addition, each class may have a differing sales charge
structure, and differing exchange and conversion features.

Initial Sales Charge and Contingent Deferred Sales Charge

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 Fund are
sold pursuant to an initial sales charge, which declines as the amount of
purchase reaches certain defined levels.

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.

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 Fund'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.

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 Fund --Distribution and Servicing (12b-1) Plans,"
Class A, Class B and Class C shares of the Fund is 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 Fund, the Distributor receives certain distribution fees from the
Fund, 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 Fund to participating and introducing brokers, and (ii) all or a
portion of the servicing fees it receives from the Fund to participating and
introducing brokers, certain banks and other financial intermediaries.
<PAGE>

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 the 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 the Fund's shares, who forward communications from the Trust to
shareholders, who render ongoing advice concerning the suitability of particular
investment opportunities offered by the Trust in light of the shareholders'
needs, who respond to inquiries from shareholders relating to such services, or
who train personnel in the provision of such services. Distribution and
servicing fees may also be spent on interest relating to unreimbursed
distribution or servicing expenses from prior years.
<PAGE>

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 the Fund
may indirectly support sales and servicing efforts relating to the other PIMCO
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 PIMCO Funds
based on their relative net assets. Expenses allocated to the 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:

Servicing Distribution
Fee Fee
--------------------------------------- ----------------- -----------------
Class A 0.25% None
--------------------------------------- ----------------- -----------------
Class B (1) 0.25% None
---------------------------------------------------------------------------
Class C (2) 0.25% 0.65%
--------------------------------------- ----------------- -----------------

1. Payable only with respect to shares outstanding for one year or more.
2. 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 Fund. On some
occasions, such bonuses or incentives may be conditioned upon the sale of a
specified minimum dollar amount of the shares of the Fund and/or all of the
PIMCO 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.
<PAGE>

The Retail Plan may be terminated with respect to the Fund 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 the 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 the Fund. The Trustees review
quarterly written reports of such costs and the purposes for which such costs
have been incurred. The 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 the 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 PIMCO
Funds, it may continue in effect with respect to any class of any PIMCO 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 Fund's 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 Fund, and in
connection with the servicing of Class B and Class C shareholders of the Fund
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
Fund to continue payments of distribution and servicing fees in the future with
respect to Class B and Class C shares.

Plan for Class D Shares

As described under "Management of the Trust- Fund Administrator," the
Fund's 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 0.25% 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.
<PAGE>

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 the
Fund's shares and tendering the Fund's Class D shares for redemption; (ii)
advertising with respect to the Fund's Class D shares; (iii) providing
information about the Fund; (iv) providing facilities to answer questions from
prospective investors about the Fund; (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.

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 0.25% 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 the Fund shall not exceed the rate of
0.25% per annum of the average daily net assets of the 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.
<PAGE>

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.

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 are
discussed in the Institutional Prospectus under the headings "Purchase of
Shares," "Redemption of Shares," and "Net Asset Value," and that information is
incorporated herein by reference.

Certain managed account clients of PIMCO may purchase shares of the
Trust. To avoid the imposition of duplicative fees, PIMCO may be required to
make adjustments in the management fees charged separately by PIMCO 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 PIMCO 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 the Fund will be valued in accordance with procedures
adopted by the Board of Trustees.

Certain shares of the Fund are not qualified or registered for sale in
all states. Prospective investors should inquire as to whether shares of the
Fund are available for offer and sale in their state of domicile or residence.
Shares of the 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 Fund. These services, normally provided by
PIMCO directly to Trust shareholders, may include the provision of ongoing
information concerning the Fund and its 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.
<PAGE>

As described in the Class A, B and C and Class D Prospectuses under the
caption "Exchanging Shares," a shareholder may exchange shares of any PIMCO Fund
for shares of any other PIMCO Fund 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 PIMCO Fund. For example, if a shareholder invests in the Class C shares of
one PIMCO 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 PIMCO Fund, no sales charge would be imposed upon the exchange but the
investment in the other PIMCO 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 PIMCO 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 PIMCO 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.

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 Fund, 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 Fund's portfolios.
<PAGE>

The Trust has adopted procedures under which it may make
redemptions-in-kind to shareholders who are affiliated persons of the Fund.
Under these procedures, the Trust generally may satisfy a redemption request
from an affiliated person in-kind, provided that: (1) the redemption-in-kind is
effected at approximately the affiliated shareholder's proportionate share of
the distributing Fund's current net assets, and thus does not result in the
dilution of the interests of the remaining shareholders; (2) the distributed
securities are valued in the same manner as they are valued for purposes of
computing the distributing Fund's net asset value; (3) the redemption-in-kind is
consistent with the Fund's prospectus and statement of additional information;
and (4) neither the affiliated shareholder nor any other party with the ability
and the pecuniary incentive to influence the redemption-in-kind selects, or
influences the selection of, the distributed securities.

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, and $2,000 for Class D shares. 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.
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment Decisions and Portfolio Transactions

Investment decisions for the Trust and for the other investment
advisory clients of PIMCO 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 Fund may also be
appropriate for other clients served by PIMCO. 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 the Fund and one or more of these
clients served by PIMCO 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 PIMCO. PIMCO may aggregate orders for the Fund with
simultaneous transactions entered into on behalf of other clients of PIMCO 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 PIMCO'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.

PIMCO places all orders for the purchase and sale of portfolio
securities, options and futures contracts for the Fund and buys and sells such
securities, options and futures for the Trust through a substantial number of
brokers and dealers. In so doing, PIMCO 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, PIMCO, having in mind the
Trust's best interests, considers all factors it deems relevant, including, by
way of illustration, price, the size of the transaction, the nature of the
market for the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the reputation,
experience and financial stability of the broker-dealer involved and the quality
of service rendered by the broker-dealer in other transactions.
<PAGE>

PIMCO places orders for the purchase and sale of portfolio investments
for the Fund's accounts with brokers or dealers selected by it in its
discretion. In effecting purchases and sales of portfolio securities for the
account of the Fund, PIMCO will seek the best price and execution of the Fund's
orders. In doing so, the Fund may pay higher commission rates than the lowest
available when PIMCO 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. PIMCO 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,
PIMCO receives research services from many broker-dealers with which PIMCO
places the Trust's portfolio transactions. PIMCO 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 the
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 PIMCO 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 PIMCO and its affiliates
receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934,
PIMCO may cause the Trust to pay a broker-dealer which provides "brokerage and
research services" (as defined in the Act) to PIMCO 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, PIMCO 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 the Fund is known as "portfolio
turnover." PIMCO manages the Fund without regard generally to restrictions on
portfolio turnover. The use of certain derivative instruments with relatively
short maturities may tend to exaggerate the portfolio turnover rate for the
Fund. 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 the 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
the 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).
<PAGE>

The portfolio turnover rate of the 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 the
Fund for which financial highlights for at least the past five 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.

Portfolio securities and other assets of the Fund 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.

The 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. When the Fund
pays income dividends, those dividends are expected to differ over time by
approximately the amount of the expense accrual differential between the Fund's
classes.

TAXATION

The following summarizes certain additional federal income tax
considerations generally affecting the Fund and its 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 Fund. 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.
<PAGE>

The 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, the 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 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, the 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. The 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 the 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, the 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 the 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, the Fund intends to make its distributions in accordance with the calendar
year distribution requirement.

In years when the 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.
<PAGE>

Distributions

All dividends and distributions of the 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 the 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.

Dividends the Fund generally are not expected to qualify for the
deduction for dividends received by corporations. 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 the Fund's shares
and are not eligible for the dividends received deduction. Any distributions
that are not from the 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 the 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 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

The 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.
<PAGE>

Options, Futures and Forward Contracts, and Swap Agreements

Some of the options, futures contracts, forward contracts, and swap
agreements used by the Fund 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 the 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 the 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 the Fund. In addition,
losses realized by the 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 the Fund are not entirely clear. The
transactions may increase the amount of short-term capital gain realized by the
Fund which is taxed as ordinary income when distributed to shareholders.

The Fund may make one or more of the elections available under the Code
which are applicable to straddles. If the 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 the 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 the 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 the Fund to qualify as
a regulated investment company may limit the extent to which the Fund will be
able to engage in swap agreements.
<PAGE>

The qualifying income and diversification requirements applicable to
the Fund's assets may limit the extent to which the Fund will be able to engage
in transactions in options, futures contracts, forward contracts, and swap
agreements.

Short Sales

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

Passive Foreign Investment Companies

The Fund 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 the 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. The 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.

The Fund may be eligible to elect alternative tax treatment with
respect to PFIC stock. Under an election that currently is available in some
circumstances, the 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 the 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. The 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 the 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 the PIMCO Funds that did not invest in PFIC shares.
<PAGE>

Foreign Taxation

Income received by the Fund 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, PIMCO intends to manage the Fund 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 Fund's 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 Fund's 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 the 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.
<PAGE>

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 the 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. The 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.

Some debt securities (with a fixed maturity date of one year or less
from the date of issuance) that may be acquired by the 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.

The 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
the Fund engages in transactions that reduce or eliminate its risk of loss with
respect to appreciated financial positions. If the 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.
<PAGE>

Income Tax on Sale of the 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 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). The Fund will provide information
annually to shareholders indicating the amount and percentage of the 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 the Fund.
<PAGE>

OTHER INFORMATION

Capitalization

The Trust is a Massachusetts business trust established under a
Declaration of Trust dated February 19, 1987, as amended and restated March 31,
2000. 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 the Fund, each shareholder is entitled to receive his pro rata
share of the net assets of the 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 the Fund. Information
about the Fund's performance is based on the 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 the Fund may be included in
advertisements or other written material. When the 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, 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.
<PAGE>

The Fund 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 the 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 the 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 the
Fund. The Trust may, from time to time, include the yield and total return for
each class of shares of the Fund in advertisements or information furnished to
shareholders or prospective investors. The 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 Fund also may compute current
distribution rates and use this information in its 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

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

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

where a = dividends and interest earned during the period,

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

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

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

The yield of the 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 should be
considered when comparing the 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 the Fund's various classes of
shares. These yields do not take into account any applicable contingent deferred
sales charges.
<PAGE>

A tax-exempt yield of
is equivalent to a taxable yield of
Taxable income Taxable income Marginal tax
Filing Single Married filing jointly rate* 3% 4% 5% 6% 7%
------------- ---------------------- ----- -- -- -- -- --
$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%
-------------------
* These marginal tax rates do not take into account the effect of the
phase out of itemized deductions and personal exemptions.
</TABLE>

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 the 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)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 Fund 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.
<PAGE>

Current distribution information for the 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:
<TABLE>
<S> <C> <C>

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.
</TABLE>

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 the 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 the 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.

Performance information for the 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 Fund,
performance information for the Fund's 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 Fund or to
PIMCO, should be considered in light of the Fund's investment objectives and
policies, characteristics and quality of the Fund, 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.
<PAGE>

The Trust may use, in its advertisements and other information, data
concerning the projected cost of a college education in future years based on
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 the Fund will grow at or above the rate of growth of the cost of a
college education.

Potential College Cost Table
<TABLE>
<S> <C> <C> <C> <C> <C> <C>

Start Public Private Start Public Private
Year College College Year College College
---- ------- ------- ---- ------- -------
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 1999 was:

*Stocks: 15.2%
Bonds: 9.2%
T-Bills: 6.9%
Inflation: 5.1%

*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 2000 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 1980-2000, 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 1980
through 2000 is set forth in the following table.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>

Mixed
Year Stocks Bonds T-Bills Inflation Portfolio
---- ------ ----- ------- --------- ---------
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%
1999 21.00% -7.40% 4.70% 2.70% 5.9%
</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 Inflation (SBBI), 1989, updated in Stocks,
Bonds, Bills and Inflation 2000 Yearbook, Ibbotson Associates, Chicago. All
rights reserved.
<PAGE>

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

Investment Annual Total Total
Period Contribution Contribution Saved
------ ------------ ------------ -----
30 Years $1,979 $59,370 $200,000
25 Years $2,955 $73,875 $200,000
20 Years $4,559 $91,180 $200,000
15 Years $7,438 $111,570 $200,000
10 Years $13,529 $135,290 $200,000
</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 Fund 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 Fund,
and may provide information relating to PIMCO, including descriptions of assets
under management and client base, and opinions of the author(s) regarding the
skills of personnel and employees of PIMCO 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 Fund.
<PAGE>

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 the Fund over a specified period of time and may use charts and graphs to
display that growth.

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 PIMCO who assist with portfolio management and research
activities on behalf of the Fund. The following lists various analysts
associated with PIMCO: Jane Howe, Mark Hudoff, Doris Nakamura and Ray Kennedy.

Ibbotson Associates ("Ibbotson") has analyzed the risk and returns of
the Fund 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 Fund 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, PIMCO 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.

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.
<PAGE>

Custodian, Transfer Agent and Dividend Disbursing Agent

State Street Bank and Trust Company ("State Street"), 801 Pennsylvania,
Kansas City, Missouri 64105 serves as custodian for assets of the Fund. Under
the custody 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 Fund 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 and Administrative Class shares of the Fund. PFPC 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 Fund.

Independent Accountants

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

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.